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            June 19, 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

            FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2009

            FILE NUMBER: 1-13908

            Dear Ms. Salik:

            This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated May 28, 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, and the Form 10-Q for the three months ended March 31, 2009 (the “Form 10-Q”) of the Company filed with the Securities and Exchange Commission (the
            “Commission” or the “SEC”) on May 8, 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 and Form 10-Q. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in bold 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.

            June 19, 2009

            Ms. Nudrat Salik

            Page 2

            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 substantially similar revisions in our future filings, including interim filings, where appropriate.

            Results of Operations

            Proportional Share of Revenues, Net of Third-Party Distribution Expenses, from Joint Venture Investments, page 32

                        2.

                        We note your response to comment 7 of our letter dated March 20, 2009. In a similar manner to your response, please provide a reconciliation between equity in earnings of unconsolidated affiliates as reported on your statements of income to proportional share of revenues, net of third-party distribution expenses, from joint venture investments.
                        Please also clearly explain the reconciling items and your purposes for presenting and discussing these amounts.

            Response to Comment 2

            A reconciliation of equity in earnings of unconsolidated affiliates from our Consolidated Statements of Income to our proportional share of revenues, net of third-party distribution expenses, from joint venture (JV) investments from our Schedule of Non-GAAP Information is detailed below.

                        $ in millions

                            2008

                            2007

                        Equity in earnings of unconsolidated affiliates

                        46.8

                        48.1

                        Less: equity in earnings of non-JV affiliates(1)

                        (5.5)

                        (1.9)

                        Less: other income/expense of JVs(2)

                        (1.6)

                        (0.7)

                        Proportional share of operating income from JV investments, as disclosed in the Schedule of Non-GAAP Information on page 39

                        39.7

                        45.5

                        Add: Invesco’s share of operating expenses from JV investments(3)

                        30.4

                        25.1

                        Less: Invesco’s share of third-party distribution, service and advisory expenses from JV investments(4)

                        (12.8)

                        (10.0)

                        Proportional share of revenues, net of third-party distribution expenses, from JV investments, as disclosed in the Schedule of Non-GAAP Information on page 39

                        57.3

                        60.6

            June 19, 2009

            Ms. Nudrat Salik

            Page 3

            Amounts included in equity in earnings of unconsolidated affiliates on the Company’s Consolidated Statements of Income of $46.8 million and $48.1 million for the years ended December 31, 2008 and 2007, respectively, include our proportionate share of income (or loss) before tax from our investments in JV’s ($41.3 million in 2008 and $46.2 million in 2007) as well as from other
            non-controlled entities ($5.5 million in 2008 and $1.9 million in 2007). As disclosed in Note 4, “Investments,” to our Consolidated Financial Statements, beginning on page 79 of the Form 10-K, the Company uses the equity method of accounting for investments in JVs, affiliates and for the investments in certain managed private equity, real estate and other investment entities that we are not deemed to control. These entities include variable interest entities for which we
            have determined that we are not the primary beneficiary and other investment products structured as partnerships for which we are the general partner and the unaffiliated limited partners possess either substantive kick-out, liquidation or participation rights. The footnote references in the table above are detailed below.

                        (1)

                        The equity in earnings of these other non-controlled entities is subtracted from the total amounts of equity in earnings of unconsolidated affiliates on the Company’s Consolidated Statements of Income to isolate the JV contribution to this income statement line item.

                        (2)

                        The second deduction in the above reconciliation relates to interest and investment income of JVs. These amounts must be deducted to isolate the JV contribution to our operating income.

                        (3)

                        The third reconciling item in the above table is the addition of our share of the JVs’ operating expenses. This reconciling item is necessary to isolate the JV contribution to our operating income.

                        (4)

                        The fourth reconciling item is a deduction of our share of the JVs’ third-party distribution, service and advisory expenses. We include these expenses as a deduction from operating revenues in our non-GAAP presentation of net revenues. They are included in the third reconciling item and must therefore be deducted from that amount to arrive at our
                        proportional share of revenues, net of third-party distribution expenses, from JV investments.

            We have two JV investments in China, and we believe that it is appropriate to evaluate their contribution to our operations and that this is useful information for investors. Accordingly, we make the adjustments above to highlight our net revenues (and by calculation, net revenue yield on assets under management), net operating income and net operating margin.

            June 19, 2009

            Ms. Nudrat Salik

            Page 4

            Critical Accounting Policies and Estimates, page 47

            Goodwill, page 50

                        3.

                        We note your response to comment 14 of our letter dated March 20, 2009. Please help us better understand how you determined it was appropriate to use the weighted average cost of capital for companies in your industry instead of using your own weighted average cost of capital for determining the fair value of your reporting unit in accordance with
                        paragraph 23 of SFAS 142. In this regard, please tell us what the discount rate would have been had you continued to use your own weighted average cost of capital in your impairment tests on October 1, 2008, October 31, 2008, and March 31, 2009. Please also tell us whether using your own weighted average cost of capital on any of these dates would have caused the carrying value of your reporting unit to be in excess of its fair value. Please also disclose how you
                        determined the weighted average cost of capital for the asset management sector.

            Response to Comment 3

            Paragraph 23 of SFAS 142 indicates that the “fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date.” We determined that it was more appropriate to use the weighted average cost of capital (WACC) for companies in our industry rather than our own WACC for
            determining the fair value of our reporting unit in accordance with paragraph 23 of SFAS 142, because this is more reflective of the WACC that a market participant would use in a theoretical acquisition, rather than a WACC associated with the specific reporting unit being valued. The existing capital structure of our reporting unit would most likely change as part of a theoretical acquisition in which our reporting unit was acquired. Therefore, we believe that the risks specific to
            our capital structure are less relevant when determining the fair value of our reporting unit.

            Additionally, we applied the measurement provisions of FASB Statement No. 157, “Fair Value Measurements” (SFAS 157), to our 2008 goodwill impairment tests. Paragraph 21 of SFAS 157 states that “valuation techniques used to measure fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs.” An industry WACC input to our fair value model
            is an observable input, whereas our own WACC is an unobservable input.

            A comparison of our WACC and the industry WACC we derived is presented in the table below.

                            Invesco WACC

                            Industry WACC

                        October 1, 2008

                        14.36%

                        11.56%

                        October 31, 2008

                        14.87%

                        13.61%

                        March 31, 2009

                        14.29%

                        13.73%

            June 19, 2009

            Ms. Nudrat Salik

            Page 5

            Using our WACC in the October 1, 2008, and March 31, 2009, goodwill impairment tests would have produced valuations for our reporting unit that were above its carrying value at those dates. Using our own WACC in the October 31, 2008, goodwill impairment test would have produced a valuation for our reporting unit that was below its carrying value. On page 51 of our 2008 Form 10-K, we disclosed that a
            1% increase in the discount rate assumption using during our October 31, 2008, goodwill impairment analysis would have caused the carrying value of our reporting unit to be in excess of its fair value.

            The WACC is calculated from cost of equity and debt capital factors. We determined the cost of equity capital for the asset management sector by averaging the debt/capital and equity/capital ratios (factoring in respective tax rates to arrive at an average tax rate) of the following peer companies, which comprise a group of peer companies that we regularly review for various other analyses: Franklin
            Resources, Inc., Janus Capital Group, Inc., T. Rowe Price Group, Inc., Legg Mason, Inc., Eaton Vance Corp., and BlackRock, Inc. The unlevered betas of these firms were averaged to arrive at an average beta, which was then re-levered against the average capital structure in determining the industry cost of equity capital. We determined the cost of debt capital by using a Moody’s Baa weighted average cost of debt factor, which is an industry and a company-specific proxy for the
            cost of debt that a market participant would use when calculating a cost of debt input to the WACC calculation. We obtained this factor from the Federal Reserve Statistical Release table of Selected Interest Rates, a publically available table, for the applicable period. The Moody’s Baa rate is representative of what it would cost a Baa-rated company to issue debt. Our rating is one level higher than Baa using Moody’s ratings; however our S&P rating is BBB+, which
            corresponds approximately to a Moody’s Baa1 rating. Additionally, this ranking is reflective of an average of peers with public debt within our industry, thus it is representative of a rating that a market participant would use. We then took the industry average capitalization ratio (debt/equity ratio) times the industry average cost of capital to arrive at the industry WACC.

            We engaged an independent third party who performed a comprehensive assessment of our valuation analysis related to the fair value of our reporting unit. The third party agreed that the methodology and assumptions we used to determine fair value were consistent with what would be expected in an analysis performed by a nationally recognized valuation expert.

                        4.

                        We note your response to comment 16 of our letter dated March 20, 2009. Please help us better understand why your components are not reporting units pursuant to paragraph 30 of SFAS 142. Please address the following related to your evaluation of whether the existence of systems, standards, protocols, conventions, and rules that act to define the
                        processes necessary for normal, self-sustaining operations exist in your components pursuant to paragraph 6 of EITF 98-3:

                        •

                        Tell us the elements that you determined are included in each of the components;

                        •

                        Tell us the complete set of elements necessary for each component to conduct normal operations; and

            June 19, 2009

            Ms. Nudrat Salik

            Page 6

                        •

                        Tell us the elements missing from each component that would be necessary to conduct normal operations. In regards to these missing elements, please tell us how you concluded that the component is not a business.

            Response to Comment 4

            Paragraph 30 of SFAS 142 requires the Company to determine if its components constitute separate businesses, but does not define the meaning of a business. EITF 98-3, “Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business” (EITF 98-3), contains guidance on whether an asset group constitutes a business, specifying that the integrated set of
            activities and assets that comprise a business are required to be self-sustaining. Paragraph