Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Armour Gregory Mark
 2. Issuer Name and Ticker or Trading Symbol
Invesco Ltd. [IVZ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Managing Director
(Last)
(First)
(Middle)

INVESCO PLC, 1360 PEACHTREE STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
(Street)


ATLANTA, GA 30309		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Shares 12/04/2007   J(1) 13,328 (1) A $ 0 14,578 (2) D  
Ordinary Shares 12/04/2007   J(1) 26,477 D $ 0 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Share Award -Time Vest   12/04/2007   J(1)   3,233   (4)   (5) Ordinary Shares
3,233
$ 0 0
D
 
Deferred Share Award -Time Vest   12/04/2007   J(1) 1,617 (1)     (4)   (5) Common Shares
1,617
$ 0 1,617
D
 
Options to Purchase -Time Vesting   12/04/2007   J(1)   61,960 09/03/2005 09/02/2012 Ordinary Shares
61,960
$ 0 0
D
 
Options to Purchase -Time Vesting   12/04/2007   J(1) 30,980 (1)   09/03/2005 09/02/2012 Common Shares
30,980
$ 0 30,980
D
 
Options to Purchase -Time Vesting   12/04/2007   J(1)   10,000 02/13/2007 12/15/2013 Ordinary Shares
10,000
$ 0 0
D
 
Options to Purchase -Time Vesting   12/04/2007   J(1) 5,000 (1)   02/13/2007 12/15/2013 Common Shares
5,000
$ 0 5,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Armour Gregory Mark
INVESCO PLC
1360 PEACHTREE STREET
ATLANTA, GA 30309		       Senior Managing Director  

Signatures

/s/ Jonathan J. Doyle, as Attorney in Fact 02/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 5 reports a reclassification of securities in a transaction subject to Rule 16b-7 and a reverse stock split subject to Rule 16a-9. On December 4, 2007, INVESCO PLC effected a redomicile to Bermuda pursuant to a U.K. Scheme of Arrangement under which all shareholders received Common Shares in Invesco, Ltd., the new Bermuda parent company, in exchange for their Ordinary Shares, par value $0.10 per share, in INVESCO PLC (the "Redomicile"). Following the Redomicile, Invesco Ltd. effected a one-for-two reverse stock split, such that shareholders now hold Common Shares, par value $0.20 per share, in Invesco Ltd. All equity awards of the issuer were adjusted for these events, and the holdings described on this Form 5 represent the post-Redomicile holdings of the reporting person.
(2) Reflects common shares acquired pursuant to the vesting of a deferred share award, which was previously reported on a Form 4 filed on December 4, 2007.
(3) Not applicable.
(4) Following Company's announcement of 2008 annual earnings
(5) Deferred Share Award expires upon failure to vest.
(6) Exercise Price=4.1650 Pounds Sterling per share
(7) Exercise Price=8.3300 Pounds Sterling per share
(8) Exercise Price=3.7400 Pounds Sterling per share
(9) Exercise Price=7.4800 Pounds Sterling per share

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