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, 2011, 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 Funds 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 funds 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
funds 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
company; (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 Funds annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Funds 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 Funds 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, 2011.


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.




/s/ PricewaterhouseCoopers LLP

New York, New York
June 29, 2011