INVESCO VALUE TRUST
24F-2NT, 1995-10-20
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Securities and Exchange Commission
Division of Corporation Finance
450 Fifth St., N.W.
Washington, DC  20549

Re:   Rule 24f-2 Notice for INVESCO Value Trust
      File No. 33-3429

Gentlemen:

Pursuant to Rule 24f-2, the following  information is provided for INVESCO Value
Trust latest fiscal year which ended August 31, 1995.  Enclosed you will find an
opinion of counsel relating to the securities sold.

Number of securities  which had been registered under
the Securities Act of 1933 other than  pursuant to 
Section 24f-2 of the  Investment  Company Act, but which
remain unsold at the beginning of the fiscal year.                    -0-

Number of  securities  registered  during the fiscal 
year other than pursuant to Section 24f-2 of the Act.                 -0-

Number of securities sold during the fiscal year.                25,865,724

Number of securities  sold during the fiscal year in 
reliance upon  registration pursuant to Section 24f-2
 of the Act.                                                     25,865,724

Actual  aggregate  sale price of securities  sold in
reliance upon  registration pursuant to Section 24f-2(c).     $ 480,309,115

Less:  Actual aggregate  repurchase price of securities 
repurchased  during the fiscal year ($226,548,973)
reduced by actual aggregate repurchase price of such
securities previously applied pursuant to Section 24e-2(a)
(none).                                                       $ 226,548,973
                                                                -----------
Fee Basis                                                     $ 253,760,142
                                                              =============
Fee:  One-twentyninth of 1 per centum of the basis of the
price at which the securities were sold.                      $   87,547.25
                                                              =============
(Calculation  made  pursuant to Rule 24f-2(c) of the
Investment  Company Act of 1940.)

Yours very truly,

/s/ Dan J. Hesser
- -----------------
Dan J. Hesser
President &
Chief Executive Officer

Enclosures






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