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[LETTERHEAD]
February 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Value Line Intermediate Bond Fund, Inc.
File #33-44133; #811-6482
Rule 497(j)
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Dear Sir/Madam:
On behalf of the Registrant, the undersigned certifies that the form of
Prospectus and Statement of Additional Information that would have been filed
under Section 497(c) would not have differed from those contained in the text
of the Registrant's most recent post-effective amendment to its registration
statement that was filed electronically via Edgar with the Securities and
Exchange Commission.
Very truly yours,
/s/ Peter D. Lowenstein
Peter D. Lowenstein
Legal Counsel
PDL:psp
