MATRIX/LMH VALUE FUND, INC
November 2, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Judiciary Plaza
Washington, DC 20549
Attention: Division of Investment Management
Re: Matrix/LMH Value Fund, Inc.
Post-Effective Amendment No. 18 to Registration
Statement on Form N-1A filed pursuant to Rule
485(b) under the Securities Act of 1933
File Nos. 2-84222; 811-3758
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933 (the "1933 Act"),
Matrix/LMH Value Fund, Inc. (the "Fund") hereby certifies that:
(1) the form of prospectus and statement of additional information
that would have been filed pursuant to Rule 497(c) under the 1933 Act would
not have differed from those contained in Post-Effective Amendment No. 18
to the Fund's Registration Statement on Form N-1A; and
(2) the text of Post-Effective Amendment No. 18 to the Fund's
Registration Statement on Form N-1A was filed electronically with the Securities
and Exchange Commission on October 29, 1998.
Very truly yours,
/S/ Steven J. Paggioli
Steven J. Paggioli, Assistant Secretary
