U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2

Read instructions at end of Form before preparing Form.
Please print or type.


1
Name and address of issuer: Value Line Convertible Fund, Inc., 7
Times Square, 21st Floor, New York, NY 10036-6524.



2
Name of each series or class of securities for which this Form is
filed (if the Form is being filed for all series and classes of securities
of the issuer, check the box but do not list series or classes): [X]



3
Investment Company Act File Number: 	811-4258.
Securities Act File Number: 	2-96484.



4 (a)
Last day of fiscal year for which this Form is filed: 	 April 30, 2011.



4 (b)
[  ]  Check box if this Form is being filed late (i.e. more than 90
calendar days after the end of the issuers fiscal year) (See
Instruction A.2).



Note: If the Form is being filed late, interest must be paid on the
registration fee due.



4 (c)
[  ] Check box if this is the last time the issuer will be filing this
Form.



5
Calculation of registration fee:




(i)
Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f):
$10,122,618



(ii)
Aggregate price of securities redeemed or
repurchased during the fiscal year:
$12,077,224



(iii)
Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending
no earlier than October 11, 1995 that were not
previously used to reduce registration fees
payable to the Commission:
$68,429,892






(iv)
Total available redemption credits [add
Items 5(ii) and 5(iii)]:
$80,507,116



(v)
Net sales - If Item 5(i) is greater than Item
5(iv) [subtract Item 5(iv) from Item 5(i)]:
$0



(vi)
Redemption credits available for use in
future years - if Item 5(i) is less than Item
5(iv)[subtract Item 5(iv) from Item (5(i)]:
$(70,384,498)



(vii)
Multiplier for determining registration fee
(See instruction C.9):
x  .0001161



(viii)
Registration fee due [multiply Item 5(v) by
Item 5(vii)] enter  0  if no fee is due.
=  $0



6
Prepaid Shares


If the response to Item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before
October 11, 1997, then report the amount of securities
(number of shares or other units) deducted here: 0.  If there is
a number of shares or other units that were registered
pursuant to rule 24e-2 remaining unsold at the end of the
fiscal year for which this form is filed that are available for
use by the issuer in future fiscal years, then state that number
here: 0.



7
Interest due - if this Form is being filed
more than 90 days after the end of the
issuers fiscal year (See Instruction D):
+  $0



8
	Total amount of the registration fee due
plus any interest due [line 5(viii) plus line
7]:
=  $0



9
Date the registration fee and any interest
payment was sent to the Commissions
lockbox depository:
N/A





	Method of Delivery:





		[  ] Wire Transfer
		[  ] Mail or other means



SIGNATURES

This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates indicated.

By: (Signature and Title)
/s/ Emily D. Washington

Emily D. Washington

Treasurer

Date: July 21, 2011