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 audit of the financial
statements of Value Line Convertible Fund, Inc. (the "Fund")
as of and for the year ended April 30, 2007, 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 control
activities for 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 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 company'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.  Such internal control over
financial reporting includes policies and procedures that
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
a company'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 control deficiency 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 significant
deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the company's ability to
initiate, authorize, record, process or report external
financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote
likelihood that a misstatement of the company's annual or
interim financial statements that is more than
inconsequential will not be prevented or detected.  A
material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or
detected.
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 significant deficiencies or 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 for
safeguarding securities, that we consider to be material
weaknesses as defined above as of April 30, 2007.


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 29, 2007