INVESCO FUNDS GROUP, INC.
                                                    7800 East Union Ave.
                                                    Denver, Colorado 80237
INVESCO FUNDS                                       Post Office Box 173706
                                                    Denver, Colorado 80217-3706
                                                    Telephone: 303-930-6300



January 5, 1998



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 497),  INVESCO Value Trust (the  "Trust"),  hereby submits for
filing on EDGAR this  certification that the definitive form of its Prospectuses
for INVESCO Intermediate Government Bond, INVESCO Value Equity and INVESCO Total
Return Funds and its Statement of Additional Information,  each dated January 1,
1998,  for filing  under Rule 497(j) does not differ from that  contained in the
Post-Effective  Amendment No. 22 under the  Securities Act of 1933 and Amendment
No. 22 under  the  Investment  Company  Act of 1940 to the  Trust's Registration
Statement which was electronically filed pursuant to Rule 485(b) on December 23,
1997. This Post-Effective Amendment became effective January 1, 1998.

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