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INVESCO PLC

October 24, 2007

VIA FEDERAL EXPRESS, EDGAR AND FACSIMILE

Mr. John Hartz

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.W.

Washington, D.C. 20549

INVESCO PLC

FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2006

FILE NUMBER: 1-13908

Dear Mr. Hartz:

     This letter sets forth the responses of INVESCO PLC (the “Company”) to your comment
letter, dated September 25, 2007, relating to the Annual Report on Form 20-F for the fiscal year
ended December 31, 2006 (the “Form 20-F”) of the Company filed with the Securities and
Exchange Commission (the “Commission” or the “SEC”) on April 10, 2007.

     The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the
Commission’s comments regarding its Form 20-F. 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:

    n

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

    n

    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

    n

    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.

October 24, 2007

Mr. John Hartz

Page 2

Form 20-F for the Fiscal Year Ended December 31, 2006

General

    1.

    On July 18, 2007, you filed a Form 8-K indicating that you no longer satisfied the definition
of “foreign private issuer” and that you will commence filing Quarterly Reports on Form 10-Q
and Annual Reports on Form 10-K as if you were a fully domestic U.S. Company. Since you will
begin filing Quarterly Reports on Form 10-Q beginning with the period ending September 30,
2007, please confirm that the financial statements included in your Form 10-Q will be prepared
in accordance with U.S. GAAP. Otherwise, please tell us how you determined that you will not
be required to file financial statements in accordance with U.S. GAAP with your Form 10-Q for
the quarter ended September 30, 2007.

Response to Comment 1

We respectfully refer the Staff to our correspondence with the Office of Chief Accountant of the
Division of Corporation Finance regarding this matter. Consistent with such correspondence, the
Company plans to present its financial statements in the Form 10-Q in accordance with IFRS as
described in that correspondence.

    2.

    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. All revisions should
be included in your future filings, including your interim filings where appropriate. If your
accounting under International Financial Reporting Standards as adopted by the European Union
differs from your accounting under U.S. GAAP, please also show us the additional disclosures
that will be included in your U.S. GAAP reconciliation footnote or future U.S. GAAP financial
statements.

Response to Comment 2

The Company respectfully acknowledges the Staff’s comment and will include in the responses below
details showing what the proposed revisions or additional disclosures under International Financial
Reporting Standards as adopted by the European Union (“IFRS”) and what our current expectation of
these disclosures under U.S. GAAP (if different) will look like. Such disclosures will be noted in
italics. The Company will include all revisions in future filings, including interim filings,
where appropriate.

Financial Overview, page 16

Financial Commitments, page 28

October 24, 2007

Mr. John Hartz

Page 3

    3.

    Please revise your table of financial commitments to include estimated interest payments on
your debt and estimated payments under your foreign currency contracts. Because the table is
aimed at increasing transparency of cash flow, we believe these payments should be included in
the table. Please also disclose any assumptions you made to derive these amounts.

Response to Comment 3

Set forth below are our responses to the Staff’s Comment 3, including the presentation of a revised
IFRS table of financial commitments which includes estimated interest payments on our debt.
Following the IFRS table of financial commitments, the Company presents a U.S. GAAP table of
financial commitments to reflect future anticipated U.S. GAAP disclosures.

The Company has not included estimated payments under foreign currency contracts in the financial
commitments table as the Company has assessed that these payments are not significant or meaningful
based on the nature of the underlying activity. The Company does not use foreign currency
contracts to provide a hedge against foreign exchange exposures as a matter of corporate policy
except in the Company’s offshore business, which represents a very small portion of our activities.
The Company’s offshore business functions as a distributor of offshore investment products
globally and initiates fund purchases from investors who regularly submit their investment in
currencies other than the currency of the underlying funds. The Company’s offshore business
settles with the fund in the currency of the fund and then purchases forward foreign exchange
contracts to hedge against foreign exchange rate movements only during the four-day client money
settlement period until cash is received from the investor. Swap foreign exchange contracts are
also periodically entered into for client money settlement purposes. The estimated payments
associated with these contracts at December 31, 2006, were $9.3 million. Such activity is not
significant or material, and estimates of cash flows beyond the four-day client settlement period
would not be meaningful, as they would be based upon an assumed client investment rate and currency
mix.

(IFRS) Financial commitments are as follows (payments due by period):

    Within

    1-3

    3-5

    More Than

    $ millions

    Total

    1 Year

    Years

    Years

    5 Years

    Total debt

    1,272.7

    300.0

    298.1

    129.0

    545.6

    Estimated
interest payments on total debt (1)

    257.6

    52.0

    115.6

    79.2

    10.8

    Finance leases

    0.5

    0.5

    —

    —

    —

    Operating leases (2)

    495.4

    57.0

    105.1

    84.7

    248.6

    Defined benefit pension and
post retirement medical
obligations

    110.9

    2.1

    3.2

    3.2

    102.4

    Acquisition provisions (3)

    596.6

    215.0

    80.1

    298.5

    3.0

    Total Undiscounted obligations

    2,733.7

    626.6

    602.1

    594.6

    910.4

    Less: Discounts applied

    (72.8
    )

    —

    (9.0
    )

    (63.8
    )

    —

    Total Discounted Obligations

    2,660.9

    626.6

    593.1

    530.8

    910.4

October 24, 2007

Mr. John Hartz

Page 4

    (1)

    Total debt includes $1,143.7 million of fixed rate debt. Fixed interest payments are
therefore reflected in the table above in the periods they are due. The credit facility,
$129.0 million at December 31, 2006, provides for borrowings of various maturities. Interest
is payable based upon LIBOR, Prime, Federal Funds or other bank-provided rates in existence at
the time of each borrowing. Estimated credit facility interest payments in the table above
are based upon an assumption that the credit facility balance of $129.0 million and the
interest rate that existed at December 31, 2006 will remain until credit facility maturity on
March 31, 2010.

    (2)

    Operating leases reflect obligations for leased building space and sponsorship and naming
rights agreements.

    (3)

    Acquisition provisions primarily reflect earn-out arrangements associated with business
acquisitions. Any payments not made are deducted from the related goodwill balances.

Under U.S. GAAP, the table of financial commitments will include U.S. GAAP obligations. Debt
obligations are stated at their face amounts, as deferred debt costs are presented as assets.
Contingent consideration payable in respect of business combinations is not recorded under U.S.
GAAP until the applicable conditions have been satisfied. Accordingly, the acquisition provisions
data (and related effect of discounting) will not be reflected in the U.S. GAAP table of financial
commitments.

(U.S. GAAP) Financial commitments are as follows (payments due by period):

    Within

    1-3

    3-5

    More Than

    $ millions

    Total

    1 Year

    Years

    Years

    5 Years

    Total debt

    1,279.0

    300.0

    300.0

    129.0

    550.0

    Estimated
interest payments on total debt (1)

    257.6

    52.0

    115.6

    79.2

    10.8

    Finance leases

    0.5

    0.5

    —

    —

    —

    Operating leases (2)

    495.4

    57.0

    105.1

    84.7

    248.6

    Defined benefit pension
and post retirement
medical obligations

    82.2

    2.1

    3.2

    3.2

    73.7

    Acquisition liabilities (3)

    35.0

    35.0

    —

    —

    —

    Total Obligations

    2,149.7

    446.6

    523.9

    296.1

    883.1

    (1)

    Total debt includes $1,150.0 million of fixed rate debt. Fixed interest payments are
therefore reflected in the table above in the periods they are due. The credit facility,
$129.0 million at December 31, 2006, provides for borrowings of various maturities. Interest
is payable based upon LIBOR, Prime, Federal Funds or other bank-provided rates in existence at
the time of each borrowing. Estimated credit facility interest payments in the table above
are based upon an assumption that the credit facility balance of $129.0 million and the
interest rate that existed at December 31, 2006 will remain until credit facility maturity on
March 31, 2010.

    (2)

    Operating leases reflect obligations for leased building space and sponsorship and naming
rights agreements.

October 24, 2007

Mr. John Hartz

Page 5

    (3)

    Acquisition liabilities include deferred consideration payable in respect of the PowerShares
and HVB acquisitions. Other contingent payments related to acquisitions are excluded until
such time as they are probable and reasonably estimable.

Financial Statements

Note 2 — Acquisitions and Dispositions, page 83

    4.

    We note that you have currently allocated $299.0 million and $277.1 million of your total
estimated purchase prices for 2006 acquisitions to goodwill. Please expand your disclosures
to provide a description of the factors that cause you to record such a significant portion of
the purchase price being allocated to goodwill. Similarly explain the absence of other
intangible assets such as customer lists/relationships brands and trademarks.

Response to Comment 4

Set forth below are our responses to the Staff’s Comment 4, separately addressed for the
PowerShares and WL Ross acquisitions. Typically, the balance sheets of asset management entities
consist of relatively small tangible asset balances. Acquisitions resulting in significant
goodwill or intangible assets generally occur, as future revenue and cash flow streams are being
acquired. As of December 31, 2006, the accounting for these business combinations was based upon
preliminary estimates, as the acquisitions occurred close to the end of the year. The PowerShares
acquisition closed on September 18, 2006, and the WL Ross acquisition closed on October 3, 2006.

As a result of the PowerShares acquisition, the Company recognized $299.0 million of goodwill and
$99.7 million of management contract intangibles. In evaluating the excess purchase price over the
assets and liabilities acquired as part of the PowerShares acquisition, the Company followed
prevailing industry practice and estimated a value to assign to retail mutual fund-type management
contract intangibles equivalent to ten times earnings before interest, taxes, depreciation and
amortization of the acquired business. This valuation resulted in the $99.7 million management
contract intangible asset. The Company did not record a brand or trademark intangible asset, as
the PowerShares brand and underlying trade name were viewed to be inseparable from the underlying
exchange-traded fund products and associated management contracts. The IFRS goodwill balance
includes $291.6 million in estimated earn-out provisions, which are considered contingent
consideration under U.S. GAAP and would not be recorded until the contingency has been satisfied.

Future IFRS disclosures of the PowerShares acquisition will be revised to include the following:

Goodwill and management contract intangibles of $398.7 million have been recorded on this
acquisition. The company evaluated current industry practice and estimated a value of ten times
earnings before interest, taxes, depreciation and amortization of the acquired entity to arrive at
the $99.7 million management contract intangible asset. The excess additional purchase price of
$299.0 million was allocated to goodwill.

October 24, 2007

Mr. John Hartz

Page 6

Future U.S. GAAP disclosures of the PowerShares acquisition are expected to include the following:

Goodwill and management contract intangibles of $107.1 million have been recorded on this
acquisition. The company evaluated current industry practice and estimated a value of ten times
earnings before interest, taxes, depreciation and amortization of the acquired entity to arrive at
the $99.7 million management contract intangible asset. The excess additional purchase price of
$7.4 million was allocated to goodwill. The book and fair value of net assets acquired was
determined as follows:

    $ millions

    Property and equipment

    2.6

    Receivables

    3.4

    Cash and cash equivalents

    2.1

    Payables

    (7.7
    )

    Net assets

    0.4

    Goodwill

    7.4

    Management contract intangibles

    99.7

    Fair value of net assets acquired

    107.5

    Satisfied by:

    Cash paid to seller at closing

    101.2

    Transaction costs

    6.3

    Total purchase price

    107.5

As a result of the WL Ross acquisition, the Company initially recognized $277.1 million of goodwill
and $10.9 million of intangible assets. The Company evaluated the analysis of an external
valuations advisor and reached the conclusion that the following types of intangible assets arose
from the transaction:

    n

    $10.1 million management contracts

    n

    $2.8 million employment contract

    n

    $0.8 million covenant not to compete

The Company did not recognize the $2.8 million employment contract intangible asset in accordance
with IAS 38, “Intangible Assets,” paragraph 15, which states that “specific management or technical
talent is unlikely to meet the definition of an intangible asset” because “an entity usually has
insufficient control over the expected future economic benefits arising from a team of skilled
staff.....to meet the definition of an intangible asset.” Accordingly, the $10.9 million recognized
intangible asset includes the management contracts and the covenant not to compete. The acquired
entity did not have a registered trade name, trademarks or other marketing-related intangible
assets for which fair value could be estimated.

October 24, 2007

Mr. John Hartz

Page 7

The remaining excess WL Ross purchase price ($277.1 million) over the fair value of assets and
liabilities acquired and identifiable intangible assets arising from the acquisition was recorded
to goodwill. The IFRS goodwill balance includes a $30.0 million accrual for deferred consideration
expected to be paid within one year of the acquisition and $160.6 million in estimated earn-out
provisions, which are considered contingent consideration under U.S. GAAP and would not be recorded
until the contingency has b