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            July 17, 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

            DEFINITIVE PROXY STATEMENT FILED APRIL 8, 2009

            FILE NUMBER: 1-13908

            Dear Ms. Salik:

            This letter sets forth the responses of Invesco Ltd. (“Invesco” or the “Company”) to your comment letter, dated July 2, 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 Form 10-Q for the period ended March 31, 2009 (the “Form 10-Q”) of the Company filed with the Commission on May 8, 2009, and the definitive proxy statement (the
            “Proxy Statement”) of the Company filed with the Commission on April 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, Form 10-Q and Proxy Statement. 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

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                        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.

            July 17, 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, these revisions should be included in your future filings, including your interim filings, if applicable.

            Response to Comment 1

            The Company respectfully acknowledges the Staff’s comment and will include substantially similar additional disclosures or other revisions in our future filings, including interim filings, where appropriate.

            Critical Accounting Policies and Estimates, page 47

            Goodwill, page 50, Prior Comment 3

                        2.

                        We note your response to comment three in our letter dated May 28, 2009. In your 2007 annual analysis of goodwill, you discounted your expected cash flows using your internal weighted average cost of capital. In your 2008 analyses, you discounted your expected cash flows using the weighted average cost of capital for certain self-selected companies
                        in your industry. This change resulted in using a lower discount rate in your 2008 annual test than had you used your own weighted average cost of capital. If you had used your own weighted average cost of capital in the October 31, 2008 analysis, the resulting valuation of your sole reporting unit would be below its carrying value.

            Please help us further understand your basis for changing the discount rate used in your goodwill impairment analyses from your internal weighted average cost of capital to the weighted average cost of capital for companies in your industry. In this regard, please address the following:

                        •

                        As you note in your response, paragraph 23 of SFAS 142 states 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. Please further advise us about why you believe that market participants would use a weighted
                        average cost of capital for companies in your industry rather than your specific weighted average cost of capital. Explain to us why your weighted average cost of capital would not better portray the risk inherent in your expected cash flows as discussed in paragraph B13 of SFAS 157;

                        •

                        Please tell us what consideration you gave to each of the general principles of present value techniques listed in paragraph B3 of SFAS 157. For example, you should tell us what consideration you gave to paragraph B3(b) of SFAS 157 which states that cash flows and discount rates should only consider the factors attributed to the asset or liability being
                        measured;

            July 17, 2009

            Ms. Nudrat Salik

            Page 3

                        •

                        Paragraph A25(e) of SFAS 157 discusses Level 3 inputs related to reporting units. This paragraph notes that a Level 3 input would include a financial forecast developed using the reporting entity’s own data if there is no information reasonably available without undue cost and effort that indicates that market participants would use different
                        assumptions. Tell us why you believe market participants would use different assumptions, and what consideration you gave to this paragraph in determining the appropriate discount rate;

                        •

                        Tell us by how much the carrying value would have exceeded the valuation at October 31, 2008 had you used your prior assumptions;

                        •

                        Explain to us your views concerning why your weighted average cost of capital exceeds your self-selected industry peer group; and

                        •

                        Please be clear as to how you selected the peer companies. What were the parameters used? Please be specific. For example, why did you include these companies and no others? Did all included companies meet a set of criteria, which no other companies met? Please tell us the weighted average cost of capital of each peer company. You may avoid
                        specific identification by using letters or numbers rather than names. If you were to remove the single peer company from your analysis which would have the most adverse impact on your calculated industry weighted average cost of capital (i.e. increase it the most), what would that resulting weighted average cost of capital be?

            Response to Comment 2

            Historically, because our goodwill impairment analysis yielded a large cushion between the fair value and carrying value of our reporting unit, we did not perform an exhaustive analysis of each key assumption. For example, in our October 1, 2007, goodwill impairment test, the impact of a 5% increase in the discount rate would not have resulted in the carrying amount of our reporting unit being less
            than its fair value. During 2008, as business conditions changed and as we were implementing the fair value measurement principles of SFAS 157, we began a process of more fully considering the calculation of our key assumptions. At this point, we engaged a third party to assist us in our discounted cash flow modeling, which led to additional considerations forming part of our analysis.

            July 17, 2009

            Ms. Nudrat Salik

            Page 4

            We believe that the use of an industry-based weighted average cost of capital (“WACC”) in our reporting unit fair value calculation is consistent with general valuation practice and what we believe a market participant would use in measuring the fair value of the reporting unit, as transactions within the investment management industry
            are typically conducted between members of the investment management industry. SFAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. SFAS 157 requires that we use an exit price as the fair value of our reporting unit, which is consistent with the approach we have taken in terms of assessing the return a market participant would require in a hypothetical transaction of the reporting unit. The WACC should be representative of the rate
            of return a buyer would require in a hypothetical transaction; therefore, the consideration of other industry participants’ capital structures in the WACC estimate is appropriate. Assuming an efficient market, the industry WACC reflects an optimal capital structure that a buyer would consider in a hypothetical transaction of the reporting unit. Our response below addresses each of the Staff’s bulleted considerations in turn:

            WACC – risk inherent in our expected cash flows

            Paragraph B13 of SFAS 157 discusses the two components of risk – systematic (nondiversifiable) risk, or general market risk, and unsystematic (diversifiable) risk, the risk specific to an asset or liability. The industry WACC we used captures systematic risk via key inputs of the Capital Asset Pricing Model such as risk free rate, equity risk premium and beta.

            We considered whether it was appropriate to make any adjustments to the average industry WACC calculation for unsystematic risk. Elements representative of unsystematic risk include both company-specific risk and a company size premium.

            A company-specific risk adjustment intends to compensate investors for risk that cannot be diversified away and to account for company-specific factors affecting its competitive position in the industry or other risk factors specific to the projections. Factors that could influence the company-specific risk premium include business risk factors (forecast risk, management strength and depth, product
            line diversity, customer/supplier mix and reliance, among others). We considered these factors and determined that no company-specific risk adjustment was necessary, as key growth and profitability metrics of the reporting unit projections were observed to be consistent with available industry market participant data.

            We considered our Company's size relative to the market as a whole and concluded that Invesco’s market capitalization was within the range of the other investment managers. As a result, there was no compelling justification to make an adjustment for company size premium.

            July 17, 2009

            Ms. Nudrat Salik

            Page 5

            General principles of present value techniques

            We considered each of the general principles of present value techniques listed in paragraph B3 of SFAS 157. The “asset” being valued in our goodwill impairment reporting unit fair value analysis is our business. Applying the general principles of present value techniques to the valuation of a business indicates that we need to contemplate market participant factors in applying the
            appropriate discount rate and apply that discount rate to the business’s cash flows. The industry WACC that we used was consistent with the underlying economic factors of our business, as it was reflective of our industry and what a market participant would expect for an investment in a company within our industry. Additionally, it was a U.S. dollar-based discount rate, which is consistent with our U.S. dollar-based forecasts.

            Financial forecast assumptions

            In a hypothetical business combination transaction in which the Company were being analyzed for acquisition by a third party, the third party would begin with the Company’s own financial forecasts and then make adjustments for the synergies or efficiencies that would be created upon the combination of the businesses. We did not make any adjustments to our internal financial forecasts when
            modeling the fair value of our reporting unit in our 2008 goodwill impairment tests, because we believe that our financial projections reflect those that are consistent with those that a market participant would use, and therefore it would not be appropriate to adjust for other factors that would be unique in the specific circumstances of a specific transaction.

            Additionally, any estimates we would have made for a third party’s assumptions would have not been based upon reliable facts. It was therefore not practicable to create such assumptions, and we used our own forecasted data. We consulted various analysts’ reports and commentary on our Company, which we consider to be a good proxy for market assumptions about our Company’s results of
            operations and forecasts, and we noted that the assumptions used by analysts were generally consistent with our internal forecasts.

            With respect to the WACC input assumption, enough market observable information was readily available for us (and a market participant) to create an industry-based WACC calculation, as further described below under the “Industry WACC Composition” section of this response.

            October 31, 2008, excess carrying value

            For purposes of responding to the Staff’s comment, we calculated our October 31, 2008, goodwill impairment test using our Company’s WACC of 14.87%. The carrying value of our reporting unit would have exceeded its fair value by $801.8 million had this discount rate been used. As discussed above, we believe the use of an industry WACC is considered a best practice and is consistent with
            the fair value principles of SFAS 157. It is also consistent with the approach we took when we performed our October 1, 2008, and March 31, 2009, goodwill impairment analyses where the fair value of our reporting unit was in excess of its carrying value.

            July 17, 2009

            Ms. Nudrat Salik

            Page 6

            Company WACC exceeding industry WACC

            The most significant factor that caused our WACC to exceed the industry WACC is that we have a smaller relative debt component of our capital structure than other companies in our industry, which increases our cost of capital relative to other investment managers. A hypothetical buyer would look at the optimal or long-term capital structure of the reporting unit as opposed to the capital structure
            at a point in time. Our optimal or long-term capital structure has a higher debt component and a lower equity component, which is consistent with our peer group.

            Industry WACC Composition

            As indicated in our response to comment 3 in our letter dated June 19, 2009, the peer companies included in our industry WACC calculation are Franklin Resources, Inc., Janus Capital Group, Inc., T. Rowe Price Group, Inc., Legg Mason, Inc., Eaton Vance Corp., and BlackRock, Inc. We regularly review these companies for various other analyses, as they are a standard industry peer group for benchmarking
            purposes. These firms are most similar to our Company in several ways, including market capitalization, and assets under management size and composition by asset class, geography or channel. Additionally, these companies follow a similar business structure – they are independent, integrated investment managers, as is our Company. While not all of these companies match Invesco in each of these factors, the selected companies were the most similar to us in terms of risk and
            expected growth, and they provide a representative sample of the entire investment