Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
of Value Line Convertible Fund, Inc.


In planning and performing our audits of the financial statements of Value
Line Convertible Fund, Inc., (the Fund) as of and for the year ended
April 30, 2008, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered the Fund's
internal control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing procedures
for the purpose of expressing our opinion on the financial statements and
to comply with the requirements of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control
over financial reporting.  Accordingly, we do not express an opinion on the
effectiveness of the Fund's internal control over financial reporting.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting.  In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls.  A fund's internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  A fund's internal control
over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
fund; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures
of the fund are being made only in accordance with authorizations of
management and directors of the fund; and (3)  provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections of
any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees,
in the normal course of performing their assigned functions, to prevent or
detect misstatements on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a
material misstatement of the Fund's annual or interim financial statements
will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over financial reporting
was for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be material weaknesses under standards established by
the Public Company Accounting Oversight Board (United States).  However,
we noted no deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over safeguarding
securities that we consider to be material weaknesses as defined above as
of April 30, 2008.

This report is intended solely for the information and use of management
and the Board of Directors of Value Line Convertible Fund, Inc. and the
Securities and Exchange Commission and is not intended to be and should
not be used by anyone other than these specified parties.




PricewaterhouseCoopers LLP
New York, New York

June 30, 2008
1


2