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        May 15, 2009

        VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

        Ms. Nudrat Salik

        Division of Corporation Finance

        Securities and Exchange Commission

        100 F Street N.E., Stop 7010

        Washington, D.C. 20549

        Invesco Ltd.

        FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

        FILE NUMBER: 1-13908

        Dear Ms. Salik:

        This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated March 20, 2009, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, (the “Form 10-K”) of the Company filed with the
        Securities and Exchange Commission (the “Commission” or the “SEC”) on February 27, 2009.

        The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding its Form 10-K. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in italics in addition to providing our responses.

        The Company acknowledges that:

                    •

                    the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

                    •

                    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

                    •

                    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        May 15, 2009

        Mr. Nudrat Salik

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        Form 10-K for the Fiscal Year Ended December 31, 2008

        General

                    1.

                    Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

        Response to Comment 1

        The Company respectfully acknowledges the Staff’s comment and will include in the responses below details showing what the proposed revisions or additional disclosures will look like in our future filings. Such disclosures will be noted in italics. The Company will include such revisions in all future filings, including interim filings, where appropriate.

        Management’s Discussion and Analysis, page 24

        Executive Overview, page 24

                    2.

                    We note your discussion of the current market conditions. We urge you to find ways to provide additional quantitative disclosures that convey to investors the current and ongoing risks related to your revenues, operating results, and recoverability of your assets. We believe that detailed rather than general disclosures regarding these risks and
                    exposures, would provide investors with the appropriate information to make this evaluation. Please consider the following:

                    •

                    In regards to the recoverability of your assets, we believe that it is important to provide investors with information to help them evaluate the current assumptions underlying your impairment assessment relative to your current market conditions and your peers to enable them to attempt to assess the likelihood of potential future impairments or fair
                    value adjustments. You should consider providing additional quantitative disclosures related to each type of potential charge, including impairment charges related to investments, which include trading securities, available-for-sale securities, and equity method investments. Your disclosures should also address the potential impairment of assets held for policyholders, investments of consolidated investment products, property and equipment, and intangible assets. Please
                    consider providing qualitative and quantitative descriptions of the material assumptions used and a sensitivity analysis of those assumptions used to determine fair value in your impairment analyses based upon reasonably likely changes. Please also consider providing an explanation of how you determine when there is an other-than-temporary impairment as well as whether there are more risks and exposures related to certain assets which make it more likely for them to be
                    impaired; and

        May 15, 2009

        Mr. Nudrat Salik

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                    •

                    You provide a quantitative discussion of expected 2009 operating expenses assuming a continuation of year-end 2008 market and foreign exchange levels. Please consider providing similar quantitative disclosures for revenues, operating income, and net income.

        Response to Comment 2

        We note that the purpose of an executive-level overview in Management’s Discussion and Analysis (MD&A) is to provide context for the remainder of the discussion by including the most important matters on which our management focuses in evaluating the financial condition and operating performance of the Company.

        Invesco Ltd. is an investment manager. We derive substantially all of our revenues from investment management contracts with clients. Under these contracts, the investment management fees paid to us are typically based on the market value of assets under management (AUM). AUM do not meet the definition of “assets” from a financial statement perspective, because they are client money that we
        manage for a fee, and we therefore are not required to record AUM onto the Company’s Consolidated Balance Sheets (with the exception of assets held for policyholders and consolidated investment products, as discussed more fully below).

        The most significant risk related to our revenues is that they would be adversely affected by any reduction in AUM as a result of either a decline in market value of such AUM or net outflows, which would reduce the investment management fees we earn. We believe that global market return data, as well as forecasted expense guidance, are the most relevant quantitative disclosures to convey our current and
        ongoing risks related to our revenues, operating income and net income. Our considerations regarding disclosure of the recoverability of assets and quantitative guidance for revenues, operating income and net income are provided below.

        Recoverability of assets

        In the Critical Accounting Policies section of our MD&A, beginning on page 47 of our Form 10-K, we provide investors with information to help them evaluate the current assumptions underlying our impairment assessments and the recoverability of certain assets reported on our Consolidated Balance Sheets. We acknowledge that such disclosures are important; however our Executive Overview focuses on
        risks to our AUM and operating expense levels which are deemed most relevant by management.

        In Item 7A. Quantitative and Qualitative Disclosures about Market Risk, beginning on page 52 of our Form 10-K, we identify for the reader of our MD&A that at December 31, 2008, $209.1 million of a total $244.9 million investment balance, or 85% of our total investments, including trading, available-for-sale, and equity method investments, are
        sensitive to securities market risk. (The remaining $35.8 million of investments are exposed to interest rate risk, as disclosed on page 54 of our Form 10-K). We disclose in this section of our Form 10-K the effects of a 20% increase or decrease in the fair value of these investments. Total investments represent 2.5% of our total assets and are not directly associated with revenue streams; therefore we elected not to

        May 15, 2009

        Mr. Nudrat Salik

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        focus on recoverably of investments in the Executive Overview of our MD&A. The Company acknowledges that there are particular risks and exposures related to its $17.5 million of investments in managed collateralized loan obligation products. Accordingly, the fair value determination and impairment analysis related to these investments is detailed in the Critical Accounting Policy on Investments,
        beginning on page 51 of the Form 10-K.

        Assets held for policyholders consist of assets that are managed for clients of one of our non-U.S. subsidiaries, Invesco Perpetual Life Limited (formerly known as Invesco Pensions Limited), which is an insurance company that was established to facilitate retirement savings plans. In accordance with the American Institute of Certified Public Accountants Statement of Position No. 03-1, “Accounting
        and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts,” these assets are reported on our Consolidated Balance Sheets separately, with an equal and offsetting policyholder payable balance. Changes in the fair values of these assets and liabilities offset to zero and are recorded in the Company’s Consolidated Statements of Income in other operating revenues. Because the value of these investments is offset exactly
        by policyholder payables with no impact to the Company’s results, we have elected to discuss these balance sheet items in the MD&A Balance Sheet Discussion, beginning on page 39 of the Form 10-K, and not in the Executive Overview. We do not believe that additional quantitative or qualitative information regarding these assets would provide useful information to the readers of our Form 10-K.

        Accounting for consolidated investment products was identified as one of the Company’s critical accounting policies and is discussed on page 52 of the Form 10-K. We provide investment management services to various private equity funds and fund of funds. Certain of these investments are in funds that are considered to be variable interest entities (VIEs), as defined by FASB Interpretation (FIN)
        No. 46(R), “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51,” and we are required to consolidate those for which we are deemed to be the primary beneficiary. Others are consolidated under EITF 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights,” as one of our subsidiaries is the general
        partner and is presumed to have control, in the absence of simple majority kick-out rights to remove us, simple majority liquidation rights to dissolve the partnership, or any substantive participating rights of the other limited partners. At December 31, 2008, we were required to consolidate $921.0 million of assets of consolidated investment products, including $843.8 million in investments held by these funds. Consolidation resulted in additional minority interests of $899.6 million,
        as the Company invests as a less than 5% (generally around 1%) owner of each of these managed products. We elected not to focus on recoverability of investments held by consolidated investment products, because we do not consider them to be Company assets. Additionally, the Company has no right to the benefits from, nor do we bear the risks associated with, these investments, beyond our minimal direct investments in, and management fees generated from, the investment products. If the
        Company were to liquidate, these investments would not be available to the general creditors of the Company. To provide additional information about investments of consolidated investment products in the Executive Overview of our MD&A would place more emphasis than we believe

        May 15, 2009

        Mr. Nudrat Salik

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        is appropriate on these non-Company assets and would therefore be misleading to readers of our financial statements.

        The Company has $205.3 million in property and equipment assets as of December 31, 2008, consisting primarily of technology (hardware and software) and facilities assets, representing 2.1% of the Company’s total assets. Over 70% of these assets are being depreciated over a period of between three and seven years. The Company elected not to focus on recoverability of these assets in the MD&A,
        as our property and equipment assets are not significant to the operations of our business. The carrying amounts of property and equipment assets are reviewed for impairment under FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” when events or circumstances indicate that the carrying values may not be recoverable, as disclosed in Note 1, “Accounting Policies,” to the Company’s Consolidated Financial Statements,
        beginning on page 65 of the Form 10-K.

        The Company has $142.8 million of net intangible assets (1.5% of total assets), excluding goodwill, as of December 31, 2008, consisting primarily of investment management contracts acquired through acquisition, $99.7 million of which have indefinite lives and therefore are not subject to amortization. Also as detailed in Note 1, “Accounting Policies,” definite-lived intangible assets are
        reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Indefinite-lived intangibles are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets are impaired. We do not consider a discussion of recoverability of these assets useful to our MD&A.

        Our goodwill balance as of December 31, 2008, was $5,966.8 million (61.2% of total assets). We have identified goodwill as one of our critical accounting policies and have discussed the goodwill impairment process and sensitivity beginning on page 50 of our MD&A. We do, however, acknowledge the Staff’s comments and will enhance future disclosures to give effect to them, as discussed in our
        response to comment 14. Should goodwill become impaired, we will discuss this in the Executive Overview of the MD&A.

        Quantitative disclosures for revenues, operating income and net income

        The Company notes that forward-looking guidance is not required to be included in the MD&A discussion, but that it is encouraged if it provides useful and material information to investors. We provided a quantitative discussion of expected 2009 operating expenses in the Executive Overview section of our 2008 Form 10-K. We believe that expense guidance is more meaningful to investors than providing
        revenue, operating income and net income guidance. Revenues are variable, being contingent on total AUM levels and the composition of AUM. Changes in the levels of our AUM or composition by asset class, geography, or distribution channel will cause a shift in our revenues, operating income, and net income. The most significant drivers of changes in AUM are general market levels, which are inherently difficult to forecast. Guidance tied to revenue forecasts is therefore less meaningful.
        Additionally, we note that peer company disclosures generally do not quantify expected revenues, operating income and net income guidance, and analysts use their own assumptions when evaluating the Company’s AUM

        May 15, 2009

        Mr. Nudrat Salik

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        composition, related revenues and market levels. By contrast, expenses are easier to accurately forecast, given the relatively high fixed component of our expense structure. Therefore, we believe that expense guidance is the most appropriate form of guidance to provide investors.

        Asset Under Management, page 27

                    3.

                    You present net re