INVESCO Funds Group, Inc.
7800 E. Union Avenue
Denver, CO  80237
(303) 930-6300



January 6, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:   INVESCO Value Trust
      1933 Act No. 033-03429
      1940 Act No. 811-4595
      CIK No. 0000789940

Ladies and Gentlemen:

Pursuant  to  Rule  497(j)  of the  Securities  Act of  1933  (the  "1933  Act")
(submission  type 497j),  INVESCO Value Trust (the "Fund"),  hereby  submits for
filing on EDGAR this  certification that the definitive form of its Prospectuses
for INVESCO  Intermediate  Government  Bond Fund,  INVESCO Total Return Fund and
INVESCO  Value Equity Fund and Statement of  Additional  Information  for filing
under  Rule  497(j) do not  differ  from that  contained  in the  Post-Effective
Amendment No. 20 under the Securities Act of 1933 and Amendment No. 20 under the
Investment Company Act of 1940 to the Fund's Registration  Statement,  which was
electronically  filed  pursuant  to Rule  485(b)  on  December  24,  1996.  This
Post-Effective Amendment became effective January 1, 1997.

If you have any  questions  or  comments,  please  contact  the  undersigned  at
303/930- 6200.

Sincerely,

/s/ Glen A. Payne
- -----------------
Glen A. Payne
Senior Vice President, Secretary
   and General Counsel