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, 2009, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), we considered
the Funds 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 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 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 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, 2009.

This report is intended solely for the information and use of
management and the Board of Directors of Value Line Funds 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, 2009
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