VALUE LINE ASSET ALLOCATION FUND INC, 497, 1995-08-01

VALUE LINE ASSET ALLOCATION FUND INC
497, 1995-08-01

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                                        July 31, 1995



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

          Re:  Value Line Asset Allocation Fund     
               File #33-62240
                    #811-7702
               Rule 497(j)
               

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,



                                        Peter D. Lowenstein
                                        Legal Counsel




497(j).aa