<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM 10-K

                 Annual Report Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934

For the fiscal year ended April 30, 1997          Commission File Number 0-11306

                                   VALUE LINE, INC.
                (Exact name of registrant as specified in its charter)

            New York                                          13-3139843        
(State or other jurisdiction of                     (IRS Employer Identification
 incorporation or organization)                                Number)          

                  220 East 42nd Street, New York, N.Y.   10017-5891
                 (Address of principal executive offices) (Zip Code)

         Registrant's telephone number, including area code:  (212) 907-1500

             Securities registered pursuant to Section 12(b) of the Act:

                                         None

             Securities registered pursuant to Section 12(g) of the Act:

                             Common Stock, $.10 par value

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                                                      Yes  X    No
                                                          ---      ---

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]

    The aggregate market value of the registrant's voting stock held by
non-affiliates on June 27, 1997 was $87,121,000.

    There were 9,978,625 shares of the Company's Common Stock outstanding at
June 27, 1997.

DOCUMENTS INCORPORATED BY REFERENCE

    None

<PAGE>

                                        Part I


Item 1. BUSINESS.

    Value Line, Inc. (the "Company"), a New York corporation, was organized in
1982 and is the successor to substantially all of the operations of Arnold
Bernhard & Company, Inc. ("AB&Co.").

    The Company's primary businesses are producing investment related
periodical publications through its wholly-owned subsidiary, Value Line
Publishing, Inc. ("VLP"), and providing invest-ment advisory services to mutual
funds, institutions and individual clients.  VLP publishes The Value Line
Investment Survey, one of the nation's major periodical investment services, as
well as The Value Line Investment Survey - Expanded Edition, The Value Line
Mutual Fund Survey, The Value Line No-Load Fund Advisor, The Value Line OTC
Special Situations Service, The Value Line Options Survey and The Value Line
Convertibles Survey.  The Company's periodical publications are direct marketed
through media and direct mail to retail and institutional investors.  The
Company is investment adviser for the Value Line Family of Mutual Funds, which
on April 30, 1997, included 16 open-end investment companies with various
investment objectives.  In addition, the Company manages investments for private
and institutional clients and, through VLP, provides financial database
information through computer media and computer time-sharing facilities
(DataFile and other services).  VLP also markets investment analysis software,
Value Line Investment Survey FOR WINDOWS-Registered Trademark-, introduced in
July 1996, VALUE/SCREEN III (for DOS and Apple systems), Mutual Fund Survey FOR
WINDOWS-Registered Trademark- and other electronic products.  The Company is
registered with the Securities and Exchange Commission as an investment adviser
under the Investment Advisers Act of 1940.

    In addition to VLP, the Company's other wholly-owned subsidiaries include a
registered broker-dealer, Value Line Securities, Inc., and an advertising
agency, Vanderbilt Advertising Agency, Inc.  These subsidiaries primarily
provide services used by the Company in its publishing and investment management
businesses.  Compupower Corporation, another subsidiary, serves the subscription
fulfillment needs of the Company's publishing operations.  Value Line
Distribution Center, Inc. ("VLDC") handles all of the mailings of the
publications to the Company's subscribers.  Additionally, VLDC provides office
space for Compupower Corporation's client relations and data processing
departments.  The name "Value Line," as used to describe the Company, its
products, and its subsidiaries, is a registered trade-mark of the Company.  As
used herein, except as the context otherwise requires, the term "Company"
includes the Company and its consolidated subsidiaries.

A.  Investment Information and Publications.

    VLP publishes investment related publications and produces electronic
products described below:

    l. Publications:

    The Value Line Investment Survey is a weekly investment related periodical
that in addition to various timely articles on current economic, financial and
investment matters ranks common stocks for future relative performance based on
computer-generated statistics of financial results

<PAGE>

and stock market performance.  The key evaluations for each stock covered are
"Timeliness(TM)" and "Safety."  "Timeliness(TM)" relates to the probable
relative price performance of a stock over the next six to twelve months, as
compared to the rest of the approximately 1,700 covered stocks.  Rankings are
updated each week and range from Rank 1 for the expected best performing stocks
to Rank 5 for the expected poorest performers.  "Safety" rankings are a measure
of risk and are based primarily on the issuer's relative financial strength and
the stock's price stability.  "Safety" ranges from Rank 1 for the least risky
stocks to Rank 5 for the riskiest.  VLP employs approximately 75 - 80 analysts
and statisticians who prepare articles of interest for each periodical and who
evaluate stock performance and provide future earnings estimates and quarterly
written evaluations with weekly updates when relevant.  The annual subscription
price of The Value Line Investment Survey is $570.

    The Expanded Edition of The Value Line Investment Survey was introduced by
VLP in April 1995.  It provides detailed descriptions of 1,800 additional small-
and medium-capitalization stocks, many listed on NASDAQ, beyond the 1,700 stocks
of larger-capitalization companies traditionally covered in The Value Line
Investment Survey.

    Like The Value Line Investment Survey, the Expanded Edition has its own
"Summary & Index" providing updated ranks and other data, as well as "screens"
of key financial performance measures.  The "Ratings and Reports" section,
providing updated reports on about 140 stocks each week, has been organized to
correspond closely to the industries reviewed in the Standard Edition of The
Value Line Investment Survey.  A new combined Index, published quarterly, allows
the subscriber to easily locate a specific stock among the 3,500 stocks covered.

    The Expanded Edition includes a number of new as well as standard features:

-   A new Performance Ranking System incorporates many of the elements of the
    Value Line Timeliness/(TM) Ranking System, modified to accommodate the
    1,800 stocks in the Expanded Edition.  The Performance/(TM) Rank is based
    on earnings growth and price momentum and is designed to predict relative
    price performance over the next six to 12 months.

-   An expanded Business Section provides detail about companies, focusing on
    business lines and strategies.

-   An enlarged Assets and Liabilities Section provides long-term statistics
    and a more complete balance sheet on each company.

-   New Total-Return Statistics provide an "at a glance" look at a particular
    stock's performance    --appreciation plus dividends --over the past three
    months, six months, and one, three and five years.

    The principal difference between the Expanded Edition and The Value Line
Investment Survey is that the Expanded Edition does not include financial
forecasts or analysts' comments.  This modification has allowed VLP to offer
this service at a relatively low price.

    The cost of the Expanded Edition to current subscribers of The Value Line
Investment Survey is $125 per year for their first subscription, $175 for
renewals and $695 per year for new subscribers combining both Editions, while
stand-alone subscriptions are offered at $249.

<PAGE>

    The Value Line Mutual Fund Survey provides full-page profiles of 1500
mutual funds and condensed coverage of an additional 500 funds.  Every two weeks
subscribers receive an updated issue, containing about 150 fund reports, plus a
"Performance & Index" providing current rankings and performance figures for
the full universe of more than 2,000 funds.  The Value Line Mutual Fund Survey
also includes semi-annual profiles and analyses on 100 of the nation's major
fund families.  Additionally, subscribers receive a 12-page periodical, monthly
newsletter containing articles of general interest to subscribers and readers,
"The Value Line Mutual Fund Advisor," with articles on investment trends and
issues concerning mutual fund investors.  Funds are ranked for both risk and
overall risk-adjusted performance using strictly quantitative means.  A large
binder is provided to house the periodic fund reports.  A second binder is
provided to full-term subscribers for the periodical monthly newsletter.  The
annual subscription price of The Value Line Mutual Fund Survey is $295.  

    VLP has instituted on-line distribution of individual one-page reports from
The Value Line Investment Survey and The Value Line Mutual Fund Survey through
the CompuServe on-line network.  The price per page for these documents is $5.

    The Value Line No-Load Fund Advisor is a periodical monthly newsletter for
investors who wish to manage their own portfolios of no- and low-load, open-end
mutual funds.  Each issue features strategies for maximizing total return, with
special attention given to tax considerations.  Also featured are in-depth
interviews with noted portfolio managers, model portfolios for a range of
investor profiles, and information about retirement planning, industry news, and
listings (with descriptions) of new funds worthy of further consideration.  A
full statistical review, including latest performance, rankings and sector
weightings, is updated each month on 600 leading no-load and low-load funds. 
The annual subscription price of The Value Line No-Load Fund Advisor is $107.

    The Value Line OTC Special Situations Service, published periodically 24
times a year, concentrates on fast-growing, smaller companies whose stocks are
perceived by VLP analysts as having exceptional appreciation potential.  The
annual subscription price of The Value Line OTC Special Situations Service is
$429. 

    The Value Line Options Survey, a periodical weekly service published 48
times a year, evaluates and ranks for future performance the most active options
listed on United States exchanges (approximately 8,000).  The annual
subscription price of The Value Line Options Survey is $445.  An electronic
version of this publication, The Value Line Daily Options Survey, was introduced
during the latter part of fiscal 1995.

    The Value Line Convertibles Survey, a periodical service published 48 times
a year, evaluates and ranks for future market performance approximately 580
convertible securities (bonds and preferred stocks) and approximately 75
warrants.  The annual subscription price of The Value Line Convertibles Survey
is $625.

    The Total Return Service is a customized data service.  It was developed to
help publicly traded companies meet the SEC's mandated executive-compensation
disclosure requirements.  The service consists of a line graph comparing the
total return of a public company's stock over the last five years to a published
equity market index and a published or constructed industry index.

<PAGE>

    2.  Electronic Products:

    Value Line Investment Survey FOR WINDOWS-Registered Trademark- is a
powerful menu-driven software program with fast filtering, ranking, reporting
and graphing capabilities on over 5,000 stocks, including the 1,700 stocks
covered in VLP's benchmark publication, The Value Line Investment Survey.  The
product was introduced to the market during June 1996 and available during July
1996 for distribution.

    Value Line Mutual Fund Survey FOR WINDOWS-Registered Trademark- and Value 
Line No-Load Analyzer for Windows-Registered Trademark- are electronic 
versions of the Mutual Fund Survey launched in the latter part of fiscal 1995.

    Value Line Investment Survey FOR WINDOWS-Registered Trademark- provides 
over 200 search fields on eachstock, more than 50 charting and graphing 
variables for comparative research, and 10 years of historical financial data 
for scrutinizing performance, risk and yield.  The software includes a 
portfolio module that lets users create and track their own stock portfolios. 
 An exclusive E-page feature on the CD-ROM version allows the user to view 
and print actual full-page stock reports from the respected Value Line 
Investment Survey and Expanded publications.  In addition, weekly updates and 
technical support are available through Value Line On-line, the VLP's 
electronic Bulletin Board system and are now available through our web site 
(www.valueline.com).  In addition to retrieving demos of the software and 
sample E pages,  you can request information on all of our products. 

    To access the 1,700 stocks covered exclusively in The Value Line Investment
Survey publication, subscribers are offered a two-month trial subscription with
monthly updates and Value Line On-line weekly data for $55, a full-year
subscription for $595 or $195 for subscribers to The Value Line Investment
Survey print edition.  This product is available on both CD-ROM and 3.5 disk.

    A Special 5,000 Stock Edition, a powerful yet economical professional tool
on CD-ROM, is available with monthly updates and Value Line On-line weekly data
for $95 for a two-month trial subscription, or $995 for a full year or $495 for
subscribers to The Value Line Investment Survey print edition.  This Special
Edition contains full financial and business descriptions on over 5,000 stocks,
Timeliness Rankings on 1,700 stocks, Safety Rankings on over 4,000 stocks and
1,700 stocks with analysts' comments and estimates found in The Value Line
Investment Survey publication.

    Windows is a registered trademark of Microsoft Corp.  Value Line, Inc. and
Microsoft Corp. are not affiliated companies.

    Both versions are compatible with Windows 95 or 3.X.  A system of 486 or
higher is recommended, with 8MB RAM minimum and 70MB of free hard disk space.

    VALUE/SCREEN III is a data and software service for screening common
stocks.  It is compatible with DOS and Apple systems and is primarily sold to
retail investors.  It provides extensive financial data on about 1,600 companies
covered by The Value Line Investment Survey.  Users can screen on as many as 49
variables for companies' financial performance and for investment objectives.

<PAGE>

    Value Line DataFile contains historic annual and quarterly financial
records for more than 5,400 companies in numerous industries, including air
transport, industrial services, beverage, machinery, bank, insurance and
finance, savings and loan associations, toys, and securities brokers.  DataFile
is sold to the institutional market.  Value Line Data File II, which includes
less historical data is also available.  During fiscal 1997, Value Line
introduced the Value Line Mutual Fund Data File.  VLP also offers an Estimates
and Projections File, with year-ahead and three- to five-year estimates of
financial performance and projections of stock-price ranges, as well as a
Convertible Securities File, and custom services.

B.  Investment Management:

    As of April 30, 1997, the Company was the investment adviser for 16 mutual
funds registered under the Investment Company Act of 1940. Value Line
Securities, Inc., a wholly owned subsidiary of the Company, underwrites and
distributes shares of the Value Line Funds.  State Street Bank and Trust
Company, an unaffiliated entity, acts as custodian of the Funds' assets. 
Share-holder services for the Value Line Funds are provided by National
Financial Data Services, an unaffiliated entity associated with State Street
Bank and Trust Company.


    Total net assets of the Value Line Funds at April 30, 1997, were:

                                                          (in thousands)

The Value Line Fund, Inc.                                  $  334,104
The Value Line Income Fund, Inc.                              144,417
The Value Line Special Situations Fund, Inc.                   83,675
Value Line Leveraged Growth Investors, Inc.                   354,761
The Value Line Cash Fund, Inc.                                327,914
Value Line U.S. Government Securities Fund, Inc.              189,234
Value Line Centurion Fund, Inc.                               622,058
The Value Line Tax Exempt Fund, Inc.                          209,956
Value Line Convertible Fund, Inc.                              69,425
Value Line Aggressive Income Trust                             84,868
Value Line New York Tax Exempt Trust                           31,959
Value Line Strategic Asset Management Trust                 1,089,370
Value Line Intermediate Bond Fund, Inc.                        14,803
Value Line Small-Cap Growth Fund, Inc.                         17,272
Value Line Asset Allocation Fund, Inc.                         79,110
Value Line U.S. Multinational Company Fund, Inc.               19,186
                                                           ----------
                                                           $3,672,112
                                                           ----------

    The investment advisory contracts between each of the Value Line Funds and
the Company provide that the Company will render investment research, advice,
and supervision to the funds.  These contracts must be approved annually in
accordance with statutory procedures.  The Company furnishes each fund with its
investment program, subject to such fund's fundamental investment policies and
to control and review by such fund's Board of Directors or Trustees.  Each
contract also provides that the Company will furnish, at its expense, various
administrative services, office space, equipment and administrative personnel
necessary for managing the affairs of the funds.  Advisory fee rates vary among
the funds and may be subject to certain limitations.

<PAGE>

Each mutual fund may use "Value Line" in its name only so long as the Company
acts as its investment adviser.  The Company had agreed to waive its advisory
fees payable by the Value Line U.S. Multinational Company Fund, Inc. and to
absorb all operating expenses of that Fund (other than brokerage commissions)
until December 31, 1996.

    Value Line Asset Management ("VLAM"), a division of the Company,  manages
pension funds and institutional and individual portfolios by utilizing the
techniques developed for The Value Line Investment Survey.  VLAM has varied
investment advisory agreements with its clients which call for payments to the
Company calculated on the basis of the market value of the securities portfolio
under management.

    The Company also acts as investment adviser for the Hyperion Value Line
U.S. Equity Fund and the Talvest Global Diversified Fund, Canadian mutual funds,
and as sub-advisor to other mutual funds.


C.  Wholly-Owned Operating Subsidiaries:

    1.  Vanderbilt Advertising Agency, Inc.:

    Vanderbilt Advertising Agency, Inc. ("Vanderbilt") places advertising for
the Company's publications, investment advisory services, and mutual funds. 
Commission income generated by Vanderbilt serves to reduce the Company's
advertising expenses.

    2.  Compupower Corporation:

    Compupower provides computerized subscription fulfillment services for the
Company as well as client relations services for Company publications. 
Additionally, this Company also provides microfiche and imaging services to
Value Line, its affiliates and third-party customers.

    3.  Value Line Securities, Inc.:

    Value Line Securities, Inc. ("VLS") is registered as a broker-dealer under
the Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc.  VLS acts as the underwriter and distributor of the
Value Line Funds.  Shares of the Value Line Funds are sold to the public without
a sales charge (i.e., on a "no-load" basis), and VLS derives no revenue from
such sales.  Since 1986, VLS has effected brokerage transactions in
exchange-listed securities for certain of the Value Line Funds, clearing such
transactions on a fully disclosed basis through unaffiliated broker-dealers who
receive a portion of the gross commissions.  VLS also receives 12b-1 fees from
certain of the Value Line Funds.

    4.  Value Line Distribution Center, Inc.

    Value Line Distribution Center, Inc. ("VLDC") handles all of the mailings
of the publications to the Company's subscribers.  Additionally, VLDC provides
office space for the Compupower Corporation's client relations and data
processing departments.

<PAGE>

D.  Other Businesses.

    The Company publishes the Value Line Arithmetic Composite and the Value
Line Geometric Composite, daily indices of the stock market performance of the
approximately 1,700 common stocks contained in The Value Line Investment Survey.
The calculation of both indices is done by a firm unaffiliated with the Company.
Futures contracts based upon fluctuations in the Value Line Arithmetic Composite
are traded on the Kansas City Board of Trade, and options on the Index are
traded on the Philadelphia Stock Exchange.  The Company receives fees in
connection with these activities.

E.  Investments.

    The Company invests in the Value Line Funds and in other marketable
securities.

F.  Employees.

    At April 30, 1997, the Company and its subsidiaries employed  373 persons.

    The Company, its affiliates, officers, directors and employees may from
time to time own securities which are also held in the portfolios of the Value
Line Funds or recommended in the Company's publications.  The Company has
imposed rules upon itself and such persons requiring monthly reports of
securities transactions for their respective accounts and restricting trading in
various types of securities in order to avoid possible conflicts of interest.

G.  Assets.

    The Company's assets identifiable to each of its principal business
segments were as follows:

                                            April 30,
                                        1997          1996
                                          (in thousands)
    Investment Periodicals
      & Related Publications        $ 20,644       $ 15,902
    Investment Management            137,649        271,088
    Corporate Assets                   2,017         47,077
                                    --------       --------
                                    $160,310       $334,067
                                    --------       --------

H.  Competition.

    The investment management and the investment information and publications
industries are very competitive.  There are many competing firms and a wide
variety of product offerings.  Some of the firms in these industries are
substantially larger and have greater financial resources than the Company.  The
Company believes that it is one of the world's largest independent securities
research organizations and that it publishes the world's largest investment
service periodicals in terms of number of subscriptions, annual revenues and
number of equity research analysts.

<PAGE>

I.  Executive Officers.

       The following table lists the names, ages (at June 27, 1997), and
principal occupations and employment during the past five years of the Company's
Executive Officers.  All officers are elected to terms of office for one year. 
Except as otherwise indicated, each of the following has held an executive
position with the companies indicated for at least five years.

    Name                    Age        Principal Occupation or Employment
    ----                    ---        ----------------------------------

Jean Bernhard Buttner        62        Chairman of the Board, President and
                                       Chief Executive Officer of the Company
                                       and AB&Co.  Chairman of the Board of
                                       each of the Value Line Funds. 

Samuel Eisenstadt            75        Senior Vice President and Research
                                       Chairman.

David T. Henigson            39        Vice President since 1992 and Treasurer
                                       since 1994;    Director of Compliance
                                       and Internal Auditor; Vice President of
                                       each of the Value Line Funds since 1992
                                       and Secretary and Treasurer since 1994.

Howard A. Brecher            43        Vice President since 1996 and Secretary
                                       since 1992; Secretary and General Counsel
                                       of AB&Co. since 1991.

Item 2. PROPERTIES.

    On June 4, 1993, the Company entered into a new lease agreement for
approximately 80,000 square feet that provided for the relocation of its office
space to 220 East 42nd Street, New York, New York.  The Company owns a
distribution facility of approximately 23,000 square feet in North Bergen, New
Jersey.  The facility is currently vacant pending a sale.   During January 1996,
a subsidiary of the Company purchased for cash an approximately 85,000 square
foot warehouse facility for $4,100,000.  The new facility has consolidated into
a single facility the distribution operations for the various Company
publications and the fulfillment operations of Compupower Corporation.  The
remaining building capacity provides warehouse space, a disaster recovery site
and will provide for future business expansion.  The Company believes the
capacity of these facilities is sufficient to meet the Company's current and
expected future requirements.


Item 3. LEGAL PROCEEDINGS.

    There are no material pending legal proceedings.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    No matters were submitted to a vote of the stockholders during the fourth
quarter of the fiscal year ended April 30, 1997.

<PAGE>

                                       Part II


Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.


    The Registrant's Common Stock is traded in the over-the-counter market. 
The approximate number of record holders of the Registrant's Common Stock at
April 30, 1997 was 1,619.  Over-the-counter price quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.  The range of the bid and asked
quotations and the dividends paid on these shares during the past two fiscal
years were as follows:


<TABLE>
<CAPTION>

                                                                        Dividend
                               High                      Low            Declared
Quarter Ended              Bid      Asked           Bid      Asked      Per Share

<S>                     <C>       <C>            <C>       <C>            <C>
July 31, 1995. . . .    32        32 3/4         28 1/2    28 1/2         .20
October 31, 1995 . .    33 3/4    34 1/4         29 3/4    29 3/4         .20
January 31, 1996 . .    39 1/2    39 1/2         32 1/2    32 3/4         .20
April 30, 1996 . . .    39 3/8    40 1/2         32 1/2    34 1/2         .20
July 31, 1996. . . .    38 1/4    38 3/4         30 1/2    33 1/4         .20
October 31, 1996 . .    38 1/4    39             33 1/4    34             .25
January 31, 1997 . .    46        51             29        30           15.25
April 30, 1997 . . .    33 1/4    34 1/4         29        29 3/4         .25
</TABLE>

<PAGE>

Item 6. SELECTED FINANCIAL DATA.

    Earnings per share for each of the fiscal years shown below are based on
the weighted average number of shares outstanding.


<TABLE>
<CAPTION>

                                                      Years ended April 30,
                                  1997           1996           1995           1994           1993
                                             (in thousands, except per share amounts)
<S>                             <C>            <C>            <C>            <C>            <C>
Revenues:
  Investment
    periodicals
    and related
    publications. . . . .      $ 62,442       $ 58,509       $ 55,912       $ 57,830       $ 56,127
  Investment 
    management
    fees and services . .      $ 29,136       $ 26,564       $ 23,182       $ 24,220       $ 22,274
  Settlement of
    disputed securities
    transactions  . . . .      $    196       $  2,054       $    617       $    408       $      -
  Total revenues  . . . .      $ 91,774       $ 87,127       $ 79,711       $ 82,458       $ 78,401


Income from operations. .      $ 36,277       $ 32,486       $ 29,660       $ 32,464       $ 30,667

Net income. . . . . . . .      $ 45,512       $ 41,714       $ 23,168       $ 28,902       $ 27,723

Earnings per share. . . .      $   4.56       $   4.18       $   2.32       $   2.90       $   2.78

Total assets. . . . . . .      $160,310       $333,826       $264,998       $200,321       $176,095

Long term debt. . . . . .      $      -       $      -       $      -       $      -       $  3,000

Cash dividends
  declared per share. . .      $  15.95       $    .80       $    .60       $    .80       $    .60

</TABLE>

<PAGE>


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 
                                     FISCAL 1997

                                  OPERATING RESULTS


    Net income, revenues, income from operations and income from securities
transactions for fiscal 1997 all set new record high levels for the Company,
exceeding the previous record highs set in fiscal 1996.  Net income for the
year ended April 30, 1997 was $45,512,000 or $4.56 per share compared to net
income of $41,714,000 or $4.18 per share for the same period during fiscal
1996.  The year ended April 30, 1997 included a one time gain of $17,580,000 on
sales of various securities holdings in preparation for the payment of a special
dividend of $15.00 per share on January 2, 1997. Income from operations for the
year ended April 30, 1997 exceeded the prior year's level by 12%.

    Revenues of $91,774,000 for fiscal 1997 were $4,647,000 or 5% above the 
comparable results for fiscal 1996.  Subscription revenues for the year ended 
April 30, 1997 of $62,442,000 increased $3,933,000 or 6% from revenues of 
$58,509,000 for fiscal 1996.  The increase was a result of higher 
revenues from The Value Line Investment Survey, a portion of which 
approximately 3% was a result of the price increase effective February 1996. 
Additional revenues from new products, including The Value Line Investment 
Survey-Condensed Edition, The Value Line Investment Survey-Expanded Edition 
and the Value Line Investment Survey FOR WINDOWS-Registered Trademark-, 
introduced in July 1996, contributed to the overall increase 
in subscription revenues.  Average full term subscription levels for all 
publications during fiscal 1997, through April 30, 1997 increased 8% compared 
to the average level for the year ended April 30, 1996.  Revenues derived 
from investment management fees and services for the year ended April 30, 
1997 of $29,136,000 were $2,572,000 or 10% above the level at April 30, 1996. 
 Revenues increased primarily as a result of additional average annual net 
assets under management in the Company's mutual funds.  Included in fiscal 
1997 and 1996 revenues are proceeds of  $196,000 and $2,054,000 respectively,
received from the settlement of disputed securities trades. 

    Expenses for the year ended April 30, 1997 of $55,497,000 were $856,000 
or 2% above last year's comparable expenses of $54,641,000.  Advertising 
expenses of $15,739,000 were 3% above last year's level and include an 
increase for  various new products, including the Value Line Investment Survey 
FOR WINDOWS-Registered Trademark-.  Additionally, the Company incurred $848,000 
of promotional expenses related to a selling arrangement for two of the equity 
mutual funds for which the Company is the advisor.  Salary and employee benefit
expenses of $22,002,000 were 5% above last year's comparable level of 
$20,892,000.  Restructuring expenses for several of the Company's operations,
incentive compensation and the additional staffing in various support 
departments as well as the Asset Management division accounted for most of 
the increase.  Printing, paper and distribution expenses of $8,495,000 
increased 1% for the year ended April 30, 1997 compared with expenses of 
$8,388,000 for fiscal 1996.  The additional costs incurred during fiscal 
1997, associated with the production and distribution of new products 
were offset by a decline in printing expenses that resulted primarily from a

<PAGE>

negotiated favorable pricing agreement with the Company's printing vendor that
became effective January 1, 1996.  Also, Compupower discontinued servicing third
party customers and the Company closed The Value Line Investment Survey-Canadian
Edition.  The distribution costs have also been reduced through the use of new
technology that maximizes 2nd class discounts offered by the U.S. Postal 
Service. Office and administration expenses of $9,261,000 decreased $778,000 
or 8% from fiscal 1996's level. Proceeds of $906,000 were received from a 
negotiated settlement with the Company's landlord. There was also a decrease in
professional fees that were incurred in fiscal 1996 in connection with an 
active lawsuit in which the Company was the plaintiff and the receipt of 
$558,000 of proceeds during fiscal 1997 from the settlement of this lawsuit.
Restructuring Compupower resulted in a charge of $328,000 for the write-off of
goodwill during fiscal 1997. Additional expenses were incurred to relocate the
fulfillment, distribution and client relations operations to the Company's 
new operating facility located in New Jersey. 

    The Company's investment portfolios produced income from securities
transactions for the year ended April 30, 1997 of $36,898,000 compared to income
of $35,898,000 for the comparable period of fiscal 1996.  The increase was a
result of additional capital gains of $15,377,000 from sales of  the Company's
mutual fund holdings offset by lower capital gains from securities held in the
Company's trading portfolios of $11,949,000.  Additionally, capital gains
distributions from the Company's mutual funds increased $2,518,000.  The lower
capital gains in the trading portfolio was a result of a significant reduction
in the securities holdings during the third quarter of fiscal 1997.  In
addition, there was a correction in the financial markets during the first five
months of fiscal 1997 as compared to the rapidly rising market during the
comparable period of fiscal 1996.  The Company's sale of stock futures indices,
used to reduce the financial market exposure from the Company's equity
securities holdings, resulted in an increase in capital losses of $4,253,000
during fiscal 1997.  The increase in capital losses from sale of stock future
indices resulted from a decision to reduce the Company's overall equity
securities financial market exposure.  The capital gains recognized from
appreciation in the Company's long term securities portfolio offset the losses
on the sales of the stock indices.


                           Liquidity and Capital Resources
 

    The Company has liquid resources which are used in its business of
$133,376,000 at April 30, 1997.  In addition to $25,261,000 in working capital,
the Company has long-term securities available for sale with a market value of
$108,115,000, that, although classified as non-current assets, are also readily
marketable should the need arise.  During fiscal 1997, the Company sold U.S.
Government Agency debt securities under agreements to sell and repurchase and
received $40,057,000 from these sales.  A portion of the proceeds were used to
satisfy $36,994,000 of repurchase obligations. 

    On January 2, 1997, the Company paid a special dividend in the aggregate
amount of $149,700,000 or $15.00 per share.  The dividend was paid pursuant to a
transaction in which Arnold Bernhard & Co., Inc. (AB&Co.), the owner of
approximately 80% of the outstanding common stock of the Company, settled a
lawsuit and purchased all the AB&Co. shares held by the Arnold Van Hoven
Bernhard family and the trustees of a trust of which he is the income
beneficiary.  Accordingly, Jean B. Buttner, Chief Executive Officer of the
Company, now owns 100% of the voting shares of AB&Co. 

<PAGE>

    During the third quarter of fiscal 1997, the Company sold various holdings
from its long term securities available for sale and its short term trading
portfolio and received $81,191,000 and $56,170,000, respectively.  These
proceeds, together with $12,339,000 from the Company's holdings in the Value
Line Cash Fund were used to finance the special dividend.  The special dividend
was paid from the Company's accumulated earnings and profits.

    The Company's cash flow from operations of $11,836,000 decreased $9,050,000
from last year's level, primarily as a result of increased income tax payments
from sales of securities holdings and increased operating profit.

    Management believes that the Company's cash and other liquid asset
resources used in its business together with future cash flows from operations
will be sufficient to finance current and forecasted operations.  Management
anticipates no significant borrowing requirements during fiscal 1998.

                                     FISCAL 1996

                                  OPERATING RESULTS


    Net income for the twelve months ended April 30, 1996 of $41,714,000 or
$4.18 per share was $18,546,000 or 80% higher than the prior year's net income
of $23,168,000 or $2.32 per share.  Net income, revenues, income from 
operations and income from securities transactions for the twelve months ended 
April 30, 1996 all set new record highs for the Company. Net income for the 
fiscal year ended April 30, 1995 of $23,168,000 or $2.32 per share compared 
with net income of $28,902,000 or $2.90 per share for fiscal year 1994. The 
decrease in net income for fiscal 1995 from the fiscal 1994's level was 
primarily due to a decline in income from securities transactions of $7,047,000,
including losses of $4,980,000 related to the Company's strategy of realizing
capital losses which would reduce income taxes.  The $1,550,000 expended in 
support of The Value Line Cash Fund during fiscal 1995 also contributed to the 
decrease.

    Revenues of $87,127,000 for fiscal 1996 compare to revenues of $79,711,000
and $82,458,000 for fiscal year's 1995 and 1994, respectively.  Subscription
revenues of $58,509,000 were 5% higher than revenues of $55,912,000 for fiscal
1995.  Full term subscription levels to all products increased 23% from the
prior year's level. The increase in subscription levels was a result of
increased marketing including an advance renewal program in November 1995 that
was offered to The Value Line Investment Survey's subscribers in anticipation of
a 9% price increase that was effective February 1, 1996. Subscription revenues 
of $55,912,000 for the fiscal year ended April 30, 1995 decreased 3.3% from 
fiscal 1994. The decrease in publications revenues is primarily a result of the
decline in subscription levels due to the uncertain financial market conditions 
that existed during the first three quarters of fiscal 1995.  Revenues derived 
from investment management fees and services for the twelve months ended 
April 30, 1996 of $26,564,000 were $3,382,000 or 15% higher than the level at 
April 30, 1995.  The increase in revenues resulted primarily from an increase
in the average annual net assets under management in the Company's mutual funds.
Assets in the Company's mutual funds at April 30,

<PAGE>

1996 increased 21% from the levels at April 30, 1995.  Investment management
fees and services of $23,182,000 for the fiscal year ended April 30,
1995 decreased 4.3% from the fiscal 1994 level.  The decrease in fiscal 1995 was
primarily a result of a decline in the average annual assets under
management in the Value Line mutual funds during the fiscal year.  Mutual fund
net assets under management at April 30, 1995 were approximately equal to the
net assets under management at April 30, 1994.  Revenues for fiscal year 1996,
1995 and 1994 include proceeds of $2,054,000, $617,000 and $408,000,
respectively, from the settlement of a disputed securities transactions.

    Expenses for the twelve months ended April 30, 1996 of $54,641,000 were 9%
above the prior year's level of $50,051,000.  Advertising expenses of
$15,322,000 were $573,000 or 4% above the prior year's level which was a 
result of additional marketing expenses incurred in fiscal 1996 for a variety
of new products. Salary and employee benefit expenses of $20,892,000 for 
fiscal 1996 were 10% higher than the prior year's level of $18,935,000 as a 
result of general salary increases, the fulfillment of vacant staff positions 
and an increase in the employee profit sharing plan from 12% in fiscal 1995 
to 15% in fiscal 1996.  Office and administration expenses of $10,039,000 
increased 16% from the prior year's level of $8,620,000.  The increase is 
attributed to additional professional fees related to potential business 
expansion alternatives, a lawsuit in which the Company is the
plaintiff, various tax matters and conversion fees in connection with the
upgrade of the Company's fulfillment software.  Relocation expenses also
increased as a result of a decision to consolidate the Company's fulfillment,
distribution and warehouse operations in the recently acquired facility.  These
increases were partially offset by decreases resulting from amortization of a
deferred free rent credit and a decrease in software amortization related to a
decision during fiscal 1995 to replace Compupower's fulfillment software. 
Expenses for the fiscal year ended April 30, 1995, exclusive of the
non-recurring expense of $1,550,000 were $47,884,000, a decrease of $1,702,000
or 3% over fiscal 1994's level of $49,586,000.  Advertising expenses of
$14,749,000 for the twelve months ended April 30, 1995 decreased $3,596,000 from
expenses of $18,345,000 for the comparable period in fiscal 1994.  The decrease
in advertising expenses resulted from management's decision to effectively
market products during improved financial market conditions.  Salaries and
employee benefit expenses of $18,935,000 for the twelve months of fiscal 1995
were $1,662,000 above the prior level of $17,273,000 primarily as a result of
the additional staff in various support and operating divisions of the Company.
Office and administration expenses of $8,003,000 increased $838,000 or 12% 
from the prior year's level as a result of a $445,000 increase in depreciation
and amortization expenses affiliated with the new office facility and the 
computer hardware upgrade, $315,000 of accelerated amortization resulting 
from a decision to upgrade the fulfillment software at Compupower and an 
increase in professional fees.  These increases were offset by a reduction 
in rent expenses of $767,000 or 34%.

    Income from securities transactions for fiscal year 1996 of $35,898,000
increased $27,239,000 from the prior year's level of $8,659,000.  The increase
in capital gains produced by the Company's trading portfolios of $12,440,000,
and from sales of equity and fixed income share holdings in the Value Line
mutual funds of $8,888,000, in connection with an annual portfolio realignment
were the major contributors to the additional income from securities
transactions.  Capital gains distributions from the Company's mutual funds also
increased $4,710,000 during fiscal 1996.  Income from securities transactions of
$8,659,000 for the fiscal year ended April 30,

<PAGE>

1995 decreased by $7,047,000 or 45% from $15,706,000 at April 30, 1994.  In
addition to a $764,000 decrease in capital gains produced by the Hedge, Tilt and
Stem portfolios, the Company also incurred losses of $4,980,000 related to
tax planning.  Sales of mutual fund shares have produced $326,000 of capital
losses during the 1995 fiscal year as compared to a $101,000 gain in fiscal 
year 1994.  The decline was largely the result of a decision to liquidate an 
investment in one of the Company's mutual funds during the latter part of 
fiscal 1995 in order to redeploy these assets in other investment vehicles.


                           Liquidity and Capital Resources


    The Company had liquid resources which are used in its business totaling 
$266,534,000 at April 30, 1996.  In addition to $88,799,000 in working 
capital, the Company had marketable securities with a market value of 
$177,735,000, that, although classified as non-current assets are also 
readily marketable as the need for capital arises.  The Company has entered 
into agreemnts to sell and repurchase U.S. Government Agency debt securities 
with a market value of $39,681,000 at April 30, 1996.  The repurchase 
obligations of $36,994,000 have been entered into on a short term basis.  The 
securities, currently available for sale, mature during calendar year 1997 
and are readily marketable should management decide to liquidate the 
Company's investments and related obligations.  During June 1996, the Company 
sold approximately $10,000,000 of these U.S. Government Agency securities and 
satisfied the related $9,100,000 repurchase obligation. The Company's cash 
position, including its investment in The Value Line Cash Fund, has decreased 
$13,274,000 at April 30, 1996, primarily as a result of the purchase of 
additional equity and fixed income shares in the Value Line Mutual Funds and 
the purchase of a distribution facility during January 1996.

    Management anticipates no significant borrowing requirements during fiscal
1997 other than the short term refinancing of the remaining repurchase
obligations.

<PAGE>

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The following consolidated financial statements of the registrant and its
subsidiaries are included as a part of this Form 10K:

                                                                  Page Numbers

Reports of independent accountants                                    22
Consolidated balance sheets--April 30, 1997 and 1996                  25
Consolidated statements of income and retained earnings
 --years ended April 30, 1997, 1996 and 1995                          26
Consolidated statements of cash flows
 --years ended April 30 1997, 1996 and 1995                           27
Notes to the consolidated financial statements                        28
Supplementary schedules                                               40

                            Quarterly Results (Unaudited):
                       (in thousands, except per share amounts)

<TABLE>
<CAPTION>


                                                Income                              Earnings
                             Total               From                Net              Per
                            Revenues          Operations            Income           Share

<S>                       <C>                <C>                   <C>              <C>  
1997, by Quarter -
    First. . . . .         $22,457             $ 9,421             $ 6,526          $ .65
    Second . . . .          22,347               9,024               7,839            .79
    Third. . . . .          23,767               8,415              25,113           2.52
    Fourth . . . .          23,203               9,417               6,034            .60
     Total . . . .         $91,774             $36,277             $45,512          $4.56

1996, by Quarter -
    First. . . . .         $20,028             $ 7,549             $10,224          $1.02
    Second . . . .          22,811              10,134               8,250            .83
    Third. . . . .          21,689               7,512              14,291           1.43
    Fourth . . . .          22,599               7,291               8,949            .90
     Total . . . .         $87,127             $32,486             $41,714          $4.18

1995, by Quarter -
    First. . . . .         $20,214             $ 5,090             $ 3,428          $ .34
    Second . . . .          20,423               7,985               6,961            .70
    Third. . . . .          19,425               7,223               7,011            .70
    Fourth . . . .          19,649               9,362               5,768            .58
     Total . . . .         $79,711             $29,660             $23,168          $2.32

</TABLE>


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

    There have been no disagreements with the independent accountants on
accounting and financial disclosure matters.

<PAGE>

                                       Part III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


    Information required by this item will be filed as an amendment to this
Form 10-K.


Item 11.  EXECUTIVE COMPENSATION.


    Information required by this item will be filed as an amendment to this
Form 10-K.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.


    Information required by this item will be filed as an amendment to this
Form 10-K.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


    Information required by this item will be filed as an amendment to this
Form 10-K.


                                       Part IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
          ON FORM 8-K


    (a)  1.  Financial Statements
              See Item 8.

          2.  Schedules
              Schedule I - Marketable Securities.
              Schedule XIII - Other Investments.  (Reg. S-X, Article 5)

    All other Schedules are omitted because they are not applicable or the
    required information is shown in the financial statements or notes thereto.

<PAGE>

3.  Exhibits

    3.1    Articles of Incorporation of the Company, as amended through April
           17, 1983 are Incorporated by reference to the Registration Statement
           - Form S-1 of Value Line, Inc. Part II, Item 16.(a) 3.1 filed with
           the Securities and Exchange Commission on April 7, 1983.
    3.2    Certificate of Amendment of Certificate of Incorporation dated
           October 24, 1989.
    10.8   Form of tax allocation arrangement between the Company and AB&Co.
           incorporated by reference to the Registration Statement - Form S-1
           of Value Line, Inc. Part II, Item 16.(a) 10.8 filed with the
           Securities and Exchange Commission on April 7, 1983.
    10.9   Form of Servicing and Reimbursement Agreement between the Company
           and AB&Co., dated as of November 1, 1982 incorporated by reference
           to the Registration Statement - Form S-1 of Value Line, Inc. Part
           II, Item 16.(a) 10.9 filed with the Securities and Exchange
           Commission on April 7, 1983.
    10.10  Value Line, Inc. Profit Sharing and Savings Plan as amended and
           restated effective May 1, 1989, including amendments through April
           30, 1995.
    10.13  Lease for the Company's premises at 220 East 42nd Street, New York,
           N.Y. incorporated by reference to the Annual Report on Form 10-K for
           the year ended April 30, 1994.
    21     Subsidiaries of the Registrant.

(b)  Reports on Form 8-K.

           None

(c)  Exhibits.

    21     Subsidiaries of the Registrant

    27     Financial Data Schedules

<PAGE>


                                      SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report on Form 10-K for the
fiscal year ended April 30, 1997, to be signed on its behalf by the undersigned,
thereunto duly authorized.



                                   VALUE LINE, INC.
                                     (Registrant)


                             By:  s/Jean Bernhard Buttner
                                  Jean Bernhard Buttner
                                  Chairman & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.




                             By:  s/Jean Bernhard Buttner
                                  Jean Bernhard Buttner
                                  Chairman & Chief Executive Officer 


                             By:  s/Stephen R. Anastasio
                                  Stephen R. Anastasio
                                  Principal Financial and Accounting Officer






Dated:  July 15, 1997

<PAGE>

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report on Form 10-K for the
fiscal year ended April 30, 1997, to be signed on its behalf by the undersigned
as Directors of the Registrant.




s/Jean Bernhard Buttner                                      s/William S. Kanaga
Jean Bernhard Buttner                                        William S. Kanaga




s/Harold Bernard, Jr.                                        s/Howard A. Brecher
Harold Bernard, Jr.                                          Howard A. Brecher




s/W. Scott Thomas                                            s/Samuel Eisenstadt
W. Scott Thomas                                              Samuel Eisenstadt




                                                             s/David T. Henigson
                                                             David T. Henigson






Dated:  July 15, 1997
<PAGE>


                               HOROWITZ & ULLMANN, P.C.
                             Certified Public Accountants
                                  275 MADISON AVENUE
                                 NEW YORK, NY  10016




                                                             TELEPHONE
                                                           (212)532-3736
                                                                ---
                                                                FAX
                                                           (212)545-8997




                          CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the registration
statement on Form S-8 (No. 2-90593) of our report dated June 27, 1997 relating
to the consolidated financial statements of Value Line, Inc. and subsidiaries
for the years ended April 30, 1997 and 1996 which appears on page 22 of this
Form 10-K.  We also consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appear in this Form 10-K.


/s/ Horowitz & Ullmann, P.C.


HOROWITZ & ULLMANN, P.C.
Certified Public Accountants

New York, NY
June 30, 1997


<PAGE>


                               HOROWITZ & ULLMANN, P.C.
                             Certified Public Accountants
                                  275 MADISON AVENUE
                                 NEW YORK, NY  10016



                                                             TELEPHONE
                                                           (212)532-3736
                                                                ---
REPORT OF INDEPENDENT ACCOUNTANTS                               FAX
                                                           (212)545-8997
To the Board of Directors
and Shareholders of
Value Line, Inc.



In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and retained earnings and of cash flows
present fairly, in all material respects, the financial position of Value Line,
Inc. and its subsidiaries at April 30, 1997 and 1996 and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.  These financial statements are the
responsibility of the Company's management, our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit of these statements in accordance with generally 
accepted auditing standards which require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements are 
free of material misstatement.  An audit includes examining, on a test basis 
evidence supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates made by 
management, and evaluating the overall financial statement presentation.  We 
believe that our audit provides a reasonable basis for the opinion expressed 
above.

Our audits of the consolidated financial statements referred to above also
included an audit of the Financial Statement Schedules listed in Item 14 (a) of
this Form 10-K.  In our opinion, these Financial Statement Schedules present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated statements.


/s/ Horowitz & Ullmann, P.C


HOROWITZ & ULLMANN, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


New York, NY
June 27, 1997

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

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



In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and retained earnings and of cash flows
present fairly, in all material respects, the financial position of Value Line,
Inc. and its subsidiaries at April 30, 1995 and 1994, and the results of
their operations and their cash flows for each of the three years in the period
ended April 30, 1995, in conformity with generally accepted accounting
principles.  These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.

Our audits of the consolidated financial statements referred to above also
included an audit of the Financial Statement Schedules listed in Item 14(a) of
this  Form 10-K.  In our opinion, these Financial Statement Schedules present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.


/s/ Price Waterhouse  LLP

PRICE WATERHOUSE, LLP


New York, New York
June 26, 1995



<PAGE>

                                   VALUE LINE, INC.
                             CONSOLIDATED BALANCE SHEETS
                         (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                   Apr. 30,           Apr. 30,
Assets                                                                               1997              1996
Current Assets:                                                                   ---------          ---------
<S>                                                                              <C>                <C>      
Cash and cash equivalents (including short term
   investments of $15,476 and $31,116, respectively)                             $ 16,083            $ 31,752
  Trading securities                                                               15,217              64,314
  Short term securities available for sale                                             --              39,681
  Accounts receivable, net of allowance for doubtful
   accounts of $593 and $528, respectively                                          2,603               2,997
  Receivable from affiliates                                                        1,849               1,965
  Prepaid expenses and other current assets                                         1,824               2,872
  Deferred income taxes                                                             1,205                 241
                                                                                 --------            --------
    Total current assets                                                           38,781             143,822

  Long term securities available for sale                                         108,115             177,735
  Property and equipment, net                                                      13,370              12,120
  Goodwill                                                                             44                 390
                                                                                 --------            --------

    Total assets                                                                 $160,310            $334,067
                                                                                 --------            --------
                                                                                 --------            --------
Liabilities and Shareholders' Equity
Current Liabilities:
  Accounts payable and accrued liabilities                                       $  8,009            $  8,433
  Securities sold under agreements to repurchase                                       --              36,994
  Accrued salaries                                                                  2,208               1,808
  Dividends and interest payable                                                    2,495               2,058
  Accrued taxes payable                                                               808               5,730
                                                                                 --------            --------
    Total current liabilities                                                      13,520              55,023

  Unearned revenue                                                                 42,191              42,993
  Deferred charges                                                                  1,253               1,530
  Deferred income taxes                                                             6,982              13,255

Shareholders' Equity:
  Common stock, $.10 par value; authorized 30,000,000
   shares; issued 10,000,000 shares                                                 1,000               1,000
  Additional paid-in capital                                                          954                 944
  Retained earnings                                                                83,194             196,834
  Treasury stock, at cost (21,875 shares on April 30, 1997,
   and 23,025 on April 30, 1996)                                                     (421)               (443)
  Unrealized gains on securities available for sale, net of taxes                  11,637              22,931
                                                                                 --------            --------

    Total shareholders' equity                                                     96,364             221,266
                                                                                 --------            --------
    Total liabilities and shareholders' equity                                   $160,310            $334,067
                                                                                 --------            --------
                                                                                 --------            --------

The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>

                                   VALUE LINE, INC.
               CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>

                                                                      Years ended April 30,

                                                                 1997           1996           1995
                                                              --------       --------       --------
<S>                                                           <C>            <C>            <C>     
Revenues:
  Investment periodicals and related publications            $ 62,442       $ 58,509       $ 55,912
  Investment management fees & services                        29,136         26,564         23,182
  Settlement of disputed securities transactions                  196          2,054            617
                                                              --------       --------       --------
    Total revenues                                             91,774         87,127         79,711
                                                              --------       --------       --------
Expenses:
  Advertising and promotion                                    15,739         15,322         14,749
  Salaries and employee benefits                               22,002         20,892         18,935
  Printing, paper and distribution                              8,495          8,388          6,197
  Office and administration                                     9,261         10,039          8,620
  Mutual fund support expenses                                      -              -          1,550
                                                              --------       --------       --------
    Total expenses                                             55,497         54,641         50,051
                                                              --------       --------       --------

Income from operations                                         36,277         32,486         29,660
Income from securities transactions, net                       36,898         35,898          8,659
                                                              --------       --------       --------
Income before income taxes                                     73,175         68,384         38,319
Provision for income taxes                                     27,663         26,670         15,151
                                                              --------       --------       --------
    Net income                                               $ 45,512       $ 41,714       $ 23,168


Retained earnings, at beginning of year                       196,834        163,101        145,918
Dividends declared                                           (159,152)        (7,981)        (5,985)
                                                              --------       --------       --------
Retained earnings, at end of year                            $ 83,194       $196,834       $163,101
                                                              --------       --------       --------
                                                              --------       --------       --------
Earnings per share                                           $   4.56       $   4.18       $   2.32
                                                              --------       --------       --------
                                                              --------       --------       --------


The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>

                                   VALUE LINE, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                                      Years ended April 30,

                                                                1997           1996           1995
Cash flows from operating activities:                         --------       --------       --------
<S>                                                          <C>            <C>            <C>     
  Net income                                                 $ 45,512       $ 41,714       $ 23,168

Adjustments to reconcile net income to net cash 
provided by operating activities:
  Depreciation and amortization                                 1,477          1,288          1,293
  Write-down of goodwill                                          328             --
  Accretion of discount                                          (224)          (582)          (484)
  (Gains)/losses on sale of trading securities
   and securities held for sale                               (46,439)       (20,815)          (397)
  Unrealized (gains)/losses on trading securities              14,732         (9,030)        (3,445)
  Loss/(gain) on write-down of equipment                           21           (166)           166
  Deferred income taxes                                        (5,820)         4,205            653

  Changes in assets and liabilities:
   Increase/(decrease) in unearned revenue                       (802)         6,204          1,260
   (Increase)/decrease in deferred charges                       (277)          (278)         1,048
   Increase/(decrease) in accounts payable
    and accrued expenses                                        1,605            727         (1,676)
   Increase in accrued salaries                                   400            342            213
   Increase/(decrease) in interest payable                        (63)          (471)           534
   Increase/(decrease) in accrued taxes payable                  (258)        (1,027)           955
   (Increase)/decrease in prepaid expenses and
    other current assets                                        1,048         (1,456)           388
   (Increase)/decrease in accounts receivable                     480            555           (735)
   (Increase)/decrease in receivable from affiliates              116           (324)          (190)
                                                              --------       --------       --------
    Total adjustments                                         (33,676)       (20,828)          (417)
                                                              --------       --------       --------
Net cash provided by operations                                11,836         20,886         22,751
                                                              --------       --------       --------
Cash flows from investing activities:
  Proceeds from sales of securities                           149,505         27,269         51,419
  Purchase of securities                                      (26,543)       (52,211)       (35,374)
  Proceeds from sale of trading securities                    114,116         64,333         74,964
  Purchase of trading securities                              (66,239)       (61,574)       (70,708)
  Acquisition of property, and equipment, net                  (2,730)        (6,026)        (1,376)
                                                              --------       --------       --------
Net cash provided by/(used in) investing activities           168,109        (28,209)        18,925
                                                              --------       --------       --------
Cash flows from financing activities:
  Proceeds from sale of treasury stock                             32             35            ---
  Dividends paid                                             (158,652)        (5,986)        (7,980)
  Loan repayment                                              (36,994)           ---         (3,000)
                                                              --------       --------       --------
Net cash (used in) financing activities                      (195,614)        (5,951)       (10,980)
                                                              --------       --------       --------
Net increase/(decrease) in cash and cash equivalents          (15,669)       (13,274)        30,696
Cash and cash equivalents at beginning of period               31,752         45,026         14,330
                                                              --------       --------       --------
Cash and cash equivalents at end of period                   $ 16,083       $ 31,752       $ 45,026
                                                              --------       --------       --------
                                                              --------       --------       --------


The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>

                                   Value Line, Inc.
                      Notes to Consolidated Financial Statements


Note 1-Organization and Summary of Significant Accounting Policies:

  Value Line, Inc. (the "Company") is incorporated in New York State and carries
on the investment periodicals and related publications and investment management
activities formerly performed by Arnold Bernhard & Co., Inc. (the "Parent") 
which owns approximately 80% of the issued and outstanding common stock of the
Company.

  Principles of consolidation:  The consolidated financial statements include 
the accounts of the Company and all of its subsidiaries.  All significant 
intercompany accounts and transactions have been eliminated in consolidation.

  Revenue recognition:  Subscription revenues are recognized ratably over the 
terms of the subscriptions which range from three months to three years. 
Accordingly, the amount of subscription fees to be earned by servicing 
subscriptions after the date of the balance sheet is shown as unearned 
revenue.  The unearned revenue shown on the balance sheet is a noncurrent 
deferred credit.  This classification recognizes that the fulfillment of this 
commitment will require the use of significantly less current assets than the 
amount of the unearned revenues and, accordingly, combining it with current 
liabilities would significantly understate the liquidity position of the 
Company.

  Investment management fees are recorded as revenue as the related services 
are performed.

Securities Sold Under Agreements to Repurchase:

The Company has entered into agreements to sell and repurchase U.S. 
Government Agency debt securities. The securities are recorded at market 
value and are included in "Short-term securities available for sale" on the 
Consolidated Balance Sheets.

Valuation of Securities:

  Effective May 1, 1994, the Company adopted the provisions of Statement of 
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS 115"). As a result of adopting SFAS 115, the
Company changed the method by which it values its long-term securities 
portfolio, which consists of shares of the Value Line Mutual Funds, and 
short-term securities portfolio, which the Company classifies as available 
for sale, from the lower of aggregate cost or market to market value. 
Unrealized gains and losses on these securities are reported, net of 
applicable taxes, as a separate component of Shareholders' Equity. Realized 
gains and losses on sales of the securities are recorded in earnings on trade 
date and are determined on the identified cost method. SFAS 115 cannot be 
retroactively applied to the financial statements of periods prior to May 1, 
1994.

<PAGE>

  Trading securities, which consist of securities held by Value Line 
Securities, Inc., the Company's broker-dealer subsidiary are valued at market 
with unrealized gains and losses included in earnings.

  Goodwill:  Goodwill represents the excess of the purchase price over the 
fair value of net assets acquired and is being amortized over a period of 14 
years. During fiscal 1997, the Company accelerated the amortization of the 
goodwill associated with the Compupower Corporation. This resulted from 
managements decision to cease third party activity and reorganize the 
fulfillment operation.

  Earnings per share:  Earnings per share are based on the weighted average 
number of shares of common stock and common stock equivalents outstanding 
during each year.

  Cash and Cash Equivalents:  For purposes of the Consolidated Statements of 
Cash Flows, the Company considers all cash held at banks and short term 
liquid investments with an original maturity of less than three months to be 
cash and cash equivalents. As of April 30, 1997 and 1996, cash equivalents 
included $13,815,000 and $25,238,000, respectively, invested in the Value 
Line money market funds.

  Reclassification:  Certain prior year amounts disclosed in the Consolidated 
Financial Statements and Notes thereto have been reclassified to conform to 
current year presentation.

Note 2-Supplementary Cash Flow Information:

  Cash payments for income taxes were $33,677,000, $24,056,000 and 
$12,974,000, in 1997, 1996 and 1995, respectively.  Interest payments of 
$1,188,000, $2,618,000 and $1,315,000 were made in 1997, 1996, and 1995, 
respectively.

Note 3-Related Party Transactions:

  The Company acts as investment adviser and manager for sixteen open-end 
investment companies, the Value Line Family of Funds (see Note 4).  The 
Company earns investment management fees calculated based upon the average 
daily net asset values of the respective funds.  The Company also earns 
brokerage commission income, net of clearing fees, on securities transactions 
executed by Value Line Securities, Inc. on behalf of the funds and other 
advisory clients of the Company that are cleared on a fully disclosed basis 
through non-affiliated brokers.  For the years ended April 30, 1997, 1996 and 
1995, investment management fees and brokerage commission income, net of 
clearing fees, amounted to $22,443,000, $19,686,000, and $17,782,000, 
respectively.  The related receivables from the funds for management advisory 
fees included in Receivable from affiliates were $1,703,000 and $1,631,000 at 
April 30, 1997 and 1996, respectively.

<PAGE>

  For the years ended April 30, 1997, 1996, and 1995, the Company was 
reimbursed $493,000, $438,000, and $414,000, respectively, for payments it 
made on behalf of and services it provided to the Parent. At April 30, 1997 
and 1996, Receivable from affiliates included a receivable from the Parent of 
$44,000 and $89,000, respectively. For the years ended April 30, 1997, 1996, 
and 1995, the Company made federal income tax payments to the Parent 
amounting to $29,200,000, $19,952,000, and $10,225,000, respectively.  At 
April 30, 1997 and 1996, accrued taxes payable are presented net of a 
receivable of $834,000 and prepaid expenses and other current assets included 
a receivable of $563,000 to the Parent, respectively. These data are in 
accordance with the tax sharing arrangement described in Note 6.

Note 4-Investments:

Trading Securities:

  Securities held by Value Line Securities, Inc. had an aggregate cost of 
$13,702,000 and $48,066,000 and a market value of $15,217,000 and $64,314,000 
at April 30, 1997 and April 30, 1996, respectively.

Short-Term Securities Available for Sale:

  Short-term securities available for sale, which were sold during fiscal 
1997 as further explained below, consisted of the Company's holdings in the 
following securities:

  Federal National Mortgage Association (FNMA), floating rate notes due   
August 5, 1997; par value $30,325,000.

  Federal Farm Credit Bank (FFCB), floating rate notes due February 12,
1997; par value $10,000,000.

  During the first quarter of fiscal 1997, the Company sold the FFCB 
securities and received proceeds of $9,870,000 which were equivalent to the 
recorded market value of these securities. During the second quarter of 
fiscal 1997, the Company sold the FNMA securities and received proceeds of 
$30,187,000, including accrued interest and realized a net capital gain of 
$154,000. At April 30, 1996, the market value of the FNMA and FFCB 
securities, which approximates cost, was $29,831,000 and $9,850,000, 
respectively. These notes were purchased at a discount from their respective 
face values. The accretion of this discount had been included as an addition 
to the cost of the securities and reflected as interest income in the 
Consolidated Statements of Income and Retained Earnings.

<PAGE>

Long-Term Securities Available for Sale:

  The aggregate cost of the long-term securities was $90,211,000 and 
$142,456,000 and the market value was $108,115,000 and $177,734,000 at April 
30, 1997 and April 30, 1996, respectively. The change in gross unrealized 
gains on these securities of $17,374,918 and $22,014,000, net of the change 
in deferred taxes of $6,081,000 and $7,705,000, were included in 
shareholders' equity at April 30, 1997 and 1996, respectively. Realized gains 
from the sales of these securities were $18,958,000 and $3,581,000 during 
fiscal years 1997 and 1996, respectively. The proceeds received from sales of 
these securities during the fiscal year ended April 30, 1997 were $91,662,000 
and $18,085,000 during the fiscal year ended April 30, 1996, respectively.

  For the years ended April 30, 1997, 1996, and 1995, Income from securities 
transactions consisted of $4,868,000, $5,275,000, and $4,938,000 of 
dividend income; $46,418,000, $20,814,000, and $396,000 of net realized 
capital gains; $1,474,000, $2,758,000, and $1,912,000 of interest income; and 
$1,124,000, $2,148,000, and $1,865,000 of related interest expense, 
respectively. Income from securities transactions also included 
$14,732,000, $9,197,000 and $3,279,000 of unrealized gains for the year's 
ended April 30, 1997, 1996 and 1995, respectively.

Note 5-Property and Equipment:

  Property and equipment are carried at cost.  Depreciation and amortization 
are provided using the straight-line method over the estimated useful lives 
of the assets, or in the case of leasehold improvements, over the remaining 
terms of the leases.  For income tax purposes, depreciation of furniture and 
equipment is computed using accelerated methods and buildings and leasehold 
improvements are depreciated over prescribed, extended tax lives.  

<PAGE>

Property and equipment consisted of the following:        April 30,

                                                  1997               1996
                                                ---------------------------
                                                       (in thousands)

Land                                           $   785            $    785
Building and leasehold improvements              7,992               6,695
Furniture and equipment                         10,146              11,020
                                                ---------------------------
                                                18,923              18,500

Accumulated depreciation and amortization       (5,553)             (6,380)
                                                ---------------------------
                                               $13,370             $12,120
                                                ---------------------------

  During January 1996, the Company purchased for cash an approximately 85,000 
square foot warehouse facility for $4,100,000 under a newly formed 
subsidiary, Value Line Distribution Center, Inc. The new facility houses 
the distribution operations for the various Company publications and the 
fulfillment operations of the Compupower Corporation. The remaining building 
capacity will provide warehouse storage, a disaster recovery site and will 
provide for future business expansion.

Note 6-Federal, State and Local Income Taxes:

  The Company computes its tax in accordance with the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".

<PAGE>

  The provision for income taxes includes the following:



                                         Years ended April 30,

                                   1997           1996          1995
                                 -------------------------------------
                                             (in thousands)
Current:
  Federal                       $28,565        $18,612        $10,733
  State and local                 4,918          3,852          3,765
                                 -------------------------------------
                                 33,483         22,464         14,498
Deferred:
  Federal                        (5,753)         4,034            795
  State and local                   (67)           172           (142)
                                 -------------------------------------
                                 (5,820)         4,206            653
                                 -------------------------------------
                                $27,663        $26,670        $15,151
                                 -------------------------------------
                                 -------------------------------------

  Deferred taxes are provided for temporary differences between the financial
reporting basis and the tax basis of the Company's assets and liabilities.  The
tax effect of temporary differences giving rise to the Company's deferred tax
(liability)/asset are as follows:


<TABLE>
<CAPTION>
                                                                  Years ended April 30,

                                                            1997          1996           1995
                                                          --------------------------------------
                                                                      (in thousands)
<S>                                                      <C>           <C>             <C>
Unrealized gains on securities held for sale             ($6,266)      ($12,347)       ($4,642)
Unrealized gains on trading securities                      (532)        (5,661)        (2,489)
Relocation reserve                                           177            220            263
Depreciation                                                (637)          (572)          (363)
Deferred charges                                           1,249            959            770
Accretion of securities under
  repurchase agreements                                        -           (319)             -
Other, net                                                   233             42            694
                                                          --------------------------------------
                                                         ($5,777)      ($17,678)       ($5,767)
                                                          --------------------------------------
                                                          --------------------------------------
</TABLE>

<PAGE>

  Included in Deferred income taxes in total current assets are deferred federal
and state and local tax assets of $897,000 and $308,000 at April 30, 1997,
respectively. At April 30, 1996, included in accrued taxes payable in total
current liabilities in the Consolidated Balance Sheets are deferred federal tax
liabilities of $4,664,000 and deferred state and local tax benefits of $241,000,
respectively.


  The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory income tax rate to pretax
income as a result of the following:


<TABLE>
<CAPTION>
                                                                  Years ended April 30,

                                                            1997          1996           1995
                                                          --------------------------------------
                                                                      (in thousands)
<S>                                                       <C>           <C>             <C>

Tax expense at the U.S. statutory rate                   $25,699        $24,016        $13,458
Increase (decrease) in tax expense from:
  State and local income taxes, net of
   federal income tax benefit                              3,147          2,611          2,351
  Effect of tax exempt income and dividend
   deductions                                               (409)          (586)          (684)
  Other, net                                                (774)           629             26
                                                          --------------------------------------
                                                         $27,663        $26,670        $15,151
                                                          --------------------------------------
                                                          --------------------------------------

</TABLE>


  The Company is included in the consolidated federal income tax return of the
Parent.  The Company has a tax sharing arrangement which requires it to make tax
payments to the Parent equal to the Company's liability as if it filed a
separate return.

Note 7-Employees' Profit Sharing and Savings Plan:

  Substantially all employees of the Company and its subsidiaries are members of
the Value Line, Inc. Profit Sharing and Savings Plan ("the Plan").  In general,
this is a qualified, contributory plan which provides for a discretionary annual
Company contribution which is determined by a formula based upon the salaries of
eligible employees and the amount of consolidated net operating income as
defined in the Plan.  Plan expense, included in salaries and employee benefits
in the Consolidated Statements of Income and Retained Earnings, for the years
ended April 30, 1997, 1996, and 1995 was $1,550,000, $1,331,000, and $968,000,
respectively.

<PAGE>

Note 8-Incentive Stock Options:

   On April 17, 1993, the Incentive Stock Option Plan expired. On the date of
expiration, 22,550 options available for grant were cancelled. Information on
the 1983 Incentive Stock Option Plan for the three years ended April 30, 1997,
is as follows:


                                       Number of           Option
                                        Shares              Prices
                                       ---------
Outstanding at April 30, 1994             6,250       $17.50 to $29.75
   Granted                                    -
   Exercised                                  -
   Cancelled                                  -
                                       ---------
Outstanding at April 30, 1995             6,250       $17.50 to $29.75
   Granted                                    -
   Exercised                             (1,625)      $17.50 to $29.75
   Cancelled                                  -
                                       ---------
Outstanding at April 30, 1996             4,625       $17.50 to $29.75
   Granted                                    -
   Exercised                             (1,150)      $17.50 to $29.75
   Cancelled                                  -
                                       ---------
Outstanding at April 30, 1997             3,475       $29.75
                                       ---------
                                       ---------

  Options outstanding at April 30, 1997 expire at various dates through March
2003.  At April 30, 1997, 3,475 of the outstanding options were exercisable.  Of
the common stock held in treasury at April 30, 1997, 3,475 shares were held for
exercise of stock options.  

Note 9-Treasury Stock:

  Treasury stock, at cost, for the three years ended April 30, 1997, consists of
the following:


                                            Shares           Amount
                                            ------       -----------
                                                         (in thousands)
Balance April 30, 1994                     24,650            474
 Exercise of incentive stock options            -              -
                                            ------       -----------
Balance April 30, 1995                     24,650            474
 Exercise of incentive stock options       (1,625)           (31)
                                            ------       -----------
Balance April 30, 1996                     23,025            443
 Exercise of incentive stock options       (1,150)           (22)
                                            ------       -----------
Balance April 30, 1997                     21,875           $421
                                            ------       -----------
                                            ------       -----------

<PAGE>


  The Company's Board of Directors authorized the purchase of up to 1,000,000
shares of the Company's common stock from time to time in negotiated
transactions.

Note 10-Securities Sold under Agreements to Repurchase:

  On June 28, 1994, the Company entered into short-term agreements to repurchase
certain securities sold. These agreements were entered into to repurchase the
Federal National Mortgage Association Floating Rate Notes due August 5, 1997
(FNMA), par value $30,325,000, and Federal Farm Credit Bank Floating Rate Notes
due February 12, 1997 (FFCB), par value $10,000,000, stated in Note 4. The
outstanding balance of the obligations under the repurchase agreements in the
aggregate amount of $36,994,000, ($27,899,000) with respect to the FNMA and
($9,095,000) for the obligation to repurchase the FFCB securities, was repaid
from the proceeds of the sale of the securities.

Note 11-Lease Commitments:

  On June 4, 1993, the Company entered into a 15 year lease agreement that
provides new primary office space, replacing the previous lease that expired
during the second quarter of fiscal year 1994. The lease includes free rental
periods as well as scheduled base rent escalations over the term of the lease.
The total amount of the base rent payments is being charged to expense on the
straight-line method over the term of the lease. The Company has recorded a
Deferred charge on its Consolidated Balance Sheets to reflect the excess of
annual rental expense over cash payments since inception of the lease.  

  Future minimum payments, exclusive of forecasted increases in real estate
taxes and wage escalations, under operating leases for office space, with
remaining terms of one year or more, are as follows:

    Year ended April 30:     (in thousands)

    1998                        $ 1,565
    1999                          1,813
    2000                          1,846
    2001                          1,827
    2002                          1,827
    Thereafter                   11,368
                                 -------

                                $20,246

<PAGE>

  Rental expense for the years ended April 30, 1997, 1996, and 1995 under
operating leases covering office space was $1,456,000, $1,402,000, and
$1,481,000, respectively.

Note 12-Business Segments:

  The Company operates in two business segments: Investment Periodicals and
related Publications, and Investment Management. Identifiable assets consisted
of:



                                              April 30,

                                        1997               1996
                                     ----------------------------
Identifiable assets:                        (in thousands)
  Investment periodicals and
   related publications             $ 20,644            $ 15,902
  Investment management              137,649             271,088
  Corporate assets                     2,017              47,077
                                     ----------------------------
     Total                          $160,310            $334,067
                                     ----------------------------
                                     ----------------------------

Revenues and income from operations were as follows:


                                                   Years ended April 30,

                                                1997        1996         1995
                                             ----------------------------------
Revenues:                                              (in thousands)
  Investment periodicals and
   related publications                      $62,590     $58,649       $56,041
  Intersegment revenues                         (148)       (140)         (129)
                                             ----------------------------------
                                              62,442      58,509        55,912
  Investment management                       29,136      26,564        23,182
  Settlement of disputed securities trans.       196       2,054           617
                                             ----------------------------------
    Consolidated revenues                    $91,774     $87,127       $79,711
                                             ----------------------------------
                                             ----------------------------------

Income from operations:
  Investment periodicals and
   related publications                      $20,205     $15,492       $15,396
  Investment management                       15,876      14,940        13,647
  Settlement of disputed securities trans.       196       2,054           617
                                             ----------------------------------
    Consolidated income from operations      $36,277     $32,486       $29,660
                                             ----------------------------------
                                             ----------------------------------

<PAGE>

Note 13-Net Capital:

The Company's wholly owned subsidiary, Value Line Securities, Inc. is subject 
to the net capital provisions of Rule 15c3-1 under the Securities Exchange 
Act of 1934, which requires the maintenance of minimum net capital of 
$100,000 and requires that aggregate indebtedness, as defined, shall not 
exceed fifteen times net capital, as defined.  Additionally, dividends may 
only be declared if aggregate indebtedness is less than twelve times net 
capital.

At April 30, 1997, Value Line Securities', Inc. net capital, as defined, of 
$5,541,000 exceeded required net capital by $4,904,000 and the ratio of 
aggregate indebtedness to net capital was 1.72 to 1. 

Note 14-Financial Instruments with Off-Balance-Sheet Risk and            
Concentration of Credit Risk:

The Company executes, as agent, securities transactions on behalf of the 
Value Line mutual funds.  If either the mutual fund or a counterparty fail to 
perform, the Company may be required to discharge the obligations of the 
nonperforming party.  In such circumstances, the Company may sustain a loss 
if the market value of the security is different from the contract value of 
the transaction.

In the normal course of business, the Company enters into contractual 
commitments, principally financial futures contracts for securities indices. 
Financial futures contracts provide for the delayed delivery of financial 
instruments for which the seller agrees to make delivery at a specified 
future date, at a specified price or yield.  The contract or notional amount 
of these contracts reflects the extent of involvement the Company has in 
these contracts. At April 30, 1997, the underlying notional value of such 
commitments was $7,228,000.  Risk arises from the potential inability of 
counterparties to meet the terms of their contracts and from movements in 
securities values.  The Company limits its credit risk associated with such 
instruments by entering exclusively into exchange traded futures contracts.

  No single customer accounted for a significant portion of the Company's 
sales in 1997, 1996 or 1995, nor accounts receivable for 1997 or 1996.

<PAGE>

Note 15-Estimated Fair Value of Financial and Derivative Instruments:

  Statement of Accounting Standards No. 119, "Disclosure About Derivative 
Financial Instruments and Fair Value of Financial Instruments," requires 
disclosure of information regarding derivative instruments, which include 
financial index futures contracts.

  Derivative instruments held for trading purposes are reflected at fair 
value at April 30, 1997. The fair value and the average fair value of 
derivative instruments at April 30, 1997 and for the year then ended consists 
of an asset of $86,000 and a liability of $482,000, respectively.

  Net realized trading gains related to equity securities aggregated 
$21,405,000 for the year ended April 30, 1997. The net unrealized losses on 
trading securities for the period ended April 30, 1997 was $14,732,000. Net 
trading losses related to derivative financial instruments amounted to 
$5,778,000 for the year ended April 30, 1997.

Note 16-Special Dividend Distribution:

On December 16, 1996, the Board of Directors of Value Line, Inc. declared a 
special $15.00 per share dividend which was paid January 2, 1997, to all 
Value Line, Inc. shareholders of record on December 26, 1996. The Company 
paid this dividend out of accumulated earnings and profits.

The dividend was paid pursuant to a transaction in which Arnold Bernhard & 
Co., Inc. ("AB&Co."), the owner of approximately 80% of the outstanding common 
stock of Value Line, Inc., settled a lawsuit and purchased  all the AB&Co. 
shares held by the Arnold Van Hoven Bernhard family and the trustees of a 
trust of which he is the income beneficiary. Accordingly, Jean B. Buttner, 
Chief Executive Officer of the Company, now owns 100% of the voting shares of 
AB&Co.
<PAGE>

Value Line, Inc.

Schedule 1 - Marketable Securities

Shares   Common Stock Name                             Cost         Market

 2,500   AIRBOURNE FREIGHT CORP.                     88,338         87,813
 3,200   AMERICAN BANKERS INS GROUP, INC.            86,400        169,200
   600   AMERICAN INTERNATIONAL GROUP, INC           73,086         77,100
 1,000   AMERICAN STORES CO.                         40,810         45,500
 3,500   ANNTAYLOR STORES CORP.                      81,648         84,875
 2,100   APPLIED POWER, INC                          82,939         88,988
 2,000   AVERY DENNISON CORP.                        71,435         73,500
 6,100   AVONDALE INDUSTRIES, INC                    72,700        108,275
 6,000   AZTEC MANUFACTURING CO.                     60,050         55,500
 1,500   BAKER HUGHES, INC                           55,215         51,750
 3,200   BANCTEC, INC.                               81,079         73,200
 1,000   BARR LABORATORIES, INC.                     43,560         45,250
   700   BINKS MANUFACTURING CO.                     28,030         28,438
 3,000   BURLINGTON COAT FACTORY WHS                 56,055         57,000
 2,000   BURLINGTON RESOURCES, INC.                 104,620         84,750
 2,000   CDI CORP.                                   64,370         75,750
 2,000   CAMCO INTERNATIONAL, INC.                   84,370         88,750
 4,000   CAMPBELL SOUP CO.                          165,120        204,500
 2,000   CARSON PIRIE SCOTT & CO.                    60,745         59,500
 1,200   CENTRAL NEWSPAPERS, INC.                    57,672         64,650
 6,000   CHIQUITA BRANDS INTERNATIONAL, INC.         93,610         86,250
 1,000   CINCINNATI BELL, INC.                       24,505         56,000
 2,200   COLE NATIONAL CORP.                         57,757         72,600
 3,000   COLTEC INDUSTRIES, INC.                     60,180         60,750
 1,000   COMPAQ COMPUTER CORP.                       84,060         85,375
 1,300   COMPUTER TASK GROUP, INC.                   54,066         56,063
 2,600   COMPUWARE CORP.                             77,650         98,150
 4,000   COMVERSE TECHNOLOGY, INC.                  134,000        157,000
 2,800   CONSECO, INC.                               44,992        115,850
 2,000   CONSOLIDATED GRAPHICS, INC.                 47,550         48,750
 4,000   COOPER COMPANIES, INC.                      84,365         71,500
 3,800   CYTEC INDUSTRIES, INC.                     107,885        142,975
 4,000   DANAHER CORP                                82,315        180,500
 1,200   DAYTON HUDSON CORP                          51,372         54,000
 2,800   DEAN FOODS CO                               97,343        103,250
 1,200   DEL LABS INC                                29,922         29,400
 1,500   DIONEX CORP                                 70,125         73,313
 5,000   DIXIE GROUP INC                             39,063         33,125
 1,500   DRECO ENERGY SVCS LTD                       61,200         47,625
 4,600   DRESS BARN,THE                              71,150         63,825
 4,000   DUCOMMUN INC DEL                            97,303         95,500

<PAGE>

Value Line, Inc.

Schedule 1 - Marketable Securities

Shares   Common Stock Name                             Cost         Market
 2,000   ECOLAB INC                                  79,870         81,500
 2,000   ELETRONICS FOR IMAGING INC                  82,050         78,500
 2,000   ETHAN ALLEN INTERIORS INC                   67,370         88,500
 6,000   EXPEDITORES INTL WASH INC                  130,500        150,000
 2,200   FABRI CTRS AMER INC                         39,732         42,075
 8,000   FAIRFIELDCMNTYS INC                        101,819        208,000
 3,600   FAMILY DLR STORES INC                       90,770         94,050
 7,000   FARAH INCORPARATED                          72,183         69,125
19,900   FILENES BASEMENT CORP                      111,200        116,913
 2,000   FISERV INC                                  78,500         75,500
 2,000   FOUNTAIN PWR BOAT INDS INC                  35,600         34,000
 2,200   FRUIT OF THE LOOM INC                       90,882         79,200
 2,000   FULLER H B CO                               98,250        107,250
 6,000   FUNCO INC                                   84,050        104,250
 5,000   FURNITUREBRANDS INTL INC                    67,675         73,750
 2,000   GENERAL BINDING CORP                        63,600         55,500
 7,000   GENESCO INC                                 73,545         81,375
 3,000   GIBSON GREETINGS INC                        63,000         61,500
 3,000   GLOBAL INDUSTRIES INC                       65,400         63,000
 4,200   GOODYS FAMILY CLOTHING INC                  78,275         73,500
 6,400   GRAHAM FIELD HEALTH PRODS INC               78,434         56,000
 5,000   GRIFFON CORP                                68,925         60,625
 1,200   GUIDANT CORP                                71,622         81,900
 2,900   GUILFORD MLS INC                            88,787         81,925
 6,000   HANDLEMANCO DEL                             50,610         37,500
 2,000   HARTE HANKS COMMUNICATIONS                  57,620         54,500
 2,000   HELEN TROY LTD                              45,100         46,500
 2,400   HERBALIFEINTL INC                           69,675         38,700
 2,000   HEXCEL CORP NEW                             41,620         35,750
 1,600   HILLENBRAND INDS INC                        70,896         68,800
 4,000   HILTON HOTELS CORP                         116,740        108,000
 3,000   HOOPER HOLMES INC                           46,305         52,125
 1,200   HORACE MANN EDUCATORS CORP NEW              55,272         56,250
 4,500   HOST MARRIOTT CORP                          81,395         78,188
 6,000   ITEQ INC                                    44,175         36,000
 3,000   IMPERIAL CR INDS INC                        60,525         43,688
 3,000   INTERFACEINC                                64,500         67,125
   900   INTERNATIONAL BUSINESS MACHS               137,717        144,675
 4,000   INTERNATIONAL GAME TECHNOLOGY               78,240         63,500
 1,600   JABIL CIRCUIT INC                           72,280         77,400
 2,000   JOHNSON +JOHNSON                           106,370        122,500
 5,000   JONES APPAREL GROUP INC                     91,577        208,750

<PAGE>

Value Line, Inc.

Schedule 1 - Marketable Securities

Shares   Common Stock Name                             Cost         Market
 4,000   KUHLMAN CORP                                87,740        101,000
 3,000   LA Z BOY INC                                95,805         97,875
 2,000   LANDS END,INC.                              55,620         53,500
 4,000   LIBBEY INC                                 120,990        124,000
 2,000   LINCOLN ELEC CO                             73,000         77,000
 1,000   LONE STARINDS INC                           36,560         39,500
 1,800   LUBRIZOL CORP                               61,758         58,950
 3,000   M A R C INC                                 48,900         45,750
 5,000   MAGNETEK INC                                68,175         83,750
 3,000   MANITOWOC INC                               92,055        121,500
 4,000   MARTIN MARIETTA MATLS INC                  113,740        109,000
 2,000   MILLER HERMAN INC                           47,625         64,750
 2,500   MOHAWK INDS INC                             66,250         55,938
 4,000   MOLECULAR DYNAMICS INC                      50,700         49,500
 4,000   MORNINGSTAR GRP INC                         89,200         97,000
 2,000   MOSINEE PAPER CORP                          73,000         81,000
 1,400   MUELLER INDS INC                            61,859         52,500
 2,800   NBTY INC                                    45,150         53,200
 3,950   NATIONAL DATA CORP                          65,116        148,125
 2,000   NEW ENGLAND BUSINESS SVC INC                47,620         52,750
 6,000   NOBLE DRILLING CORP                         58,128        104,250
 2,000   NORTEK INC                                  43,495         41,250
 1,200   NORTHERN TELECOM LTD                        80,772         87,150
 5,000   OMNICOM GROUP                              120,650        265,000
12,000   O'SULLIVAN INDUSTRIES                      126,720        162,000
 3,000   OXFORD INDS INC                             69,743         72,750
 2,000   PACIFIC SUNWEAR OF CALIF                    62,600         62,500
 3,000   PATTERSON DENTAL CO                         93,150        100,500
 2,000   PAUL HARRIS STORES INC                      41,100         25,750
 2,000   PAXAR CORP                                  39,120         38,500
 1,500   PEOPLESOFT INC                              62,625         62,250
 1,200   PHILADELPHIA CONS HLDG CORP                 30,060         35,700
 4,200   PIER 1 IMPORTS INC                          82,152         82,950
 2,000   PINKERTONS INC NEW                          56,370         53,000
 3,200   PLAYBOY ENTERPRISES INC                     50,192         44,400
 1,300   POMEROY COMPUTER RESOURCES                  38,740         31,525
10,000   POWELL INDS INC                            114,750        140,000
 4,000   PRECISION CASTPARTS CORP                   190,490        214,000
   900   PROCTER + GAMBLE CO                        110,979        113,175
 1,000   PROGRESSIVE CORP OHIO                       65,310         76,125
 2,000   QUAKER FABRIC CORP NEW                      32,600         27,250
 4,000   QUALITY FOOD CTRS INC                      152,500        160,500

<PAGE>

Value Line, Inc.

Schedule 1 - Marketable Securities

Shares   Common Stock Name                             Cost         Market
 2,200   REHABCARE GROUP INC                         52,910         66,000
 4,000   REXEL INC                                   66,864         70,500
 5,000   RISER FOODS INC                            126,749        173,125
 4,000   ROBERT HALF INTL INC                        82,370        157,000
 2,000   ROGERS CORP                                 58,870         59,250
 3,000   ROLLINS TRUCK LEASING CORP                  40,680         39,375
 2,000   ROSS STORES INC                             51,750         56,250
 2,000   RUSS BERRIE + CO INC                        44,120         38,500
 3,000   RYKOFF S E + CO                             54,930         54,375
 1,700   SPX CORP                                    71,302         92,863
 2,500   SAFESKIN CORP                               60,313         55,938
 4,000   SAFEWAY INC                                161,990        178,500
 3,000   ST JOHN KNITS INC                          139,827        115,125
 1,500   SCOTSMAN INDS INC                           39,465         38,250
 7,550   SHOWBIZ PIZZA TIME INC                     110,513        145,338
 3,000   SMITHFIELD FOODS INC                       115,125        138,375
 3,232   STANDARD COML CORP                          64,742         57,368
 3,200   STANLEY FURNITURE INC                       68,960         64,000
 2,200   STEIN MART INC                              62,425         63,800
 3,000   SUNAMERICA INC                             125,430        138,000
 2,000   SUNBEAM CORP DEL NEW                        62,870         63,500
 2,000   TJX COS INC NEW                             90,620         94,500
 3,500   TAB PRODSCO                                 36,960         33,250
 3,000   TASTY BAKING CORP                           50,430         49,500
 3,000   TEL SAVE HLDGS INC                          47,025         42,000
 1,200   THIOKOL CORP DEL                            74,322         78,300
 3,000   THOMAS INDS INC                             72,555         70,500
 1,600   TIFFANY +CO NEW                             66,096         63,400
 1,000   TIMKEN CO                                   49,935         58,125
 5,700   TUESDAY MORNING CORP                       124,929        161,025
 1,500   TYCO INT LTD                                80,465         91,500
 2,000   USA WASTESVCS INC                           64,870         65,500
 4,000   URS CORP NEW                                39,303         40,000
 2,000   U S FILTER CORP                             70,120         60,750
 1,600   UNITED TECHNOLOGIES CORP                   111,348        121,000
 3,000   UNITED WASTE SYS INC                        90,000        101,250
 2,500   UNIVERSAL HEALTH SVCS INC                   84,088         94,688
 3,200   VALASSIS COMMUNICATIONS INC                 66,642         78,400
 4,200   VALMONT INDS INC                            77,250        167,475
   900   VULCAN MATLS CO                             57,879         58,838
 2,000   WESTPOINT STEVENS INC                       72,750         78,250
 3,000   WOLVERINE WORLD WIDE INC                    82,805        120,750

<PAGE>

Value Line, Inc.

Schedule 1 - Marketable Securities

Shares   Common Stock Name                             Cost         Market
 3,000   WYMAN GORDON CO                             63,750         63,000
 3,000   YELLOW CORP                                 62,625         57,750
 8,000   INTER CITY PRODS CORP                       38,980         39,500
 3,000   CKE RESTAURANTS INC                         65,120         58,875
 3,000   AES CORP                                   145,618        195,750
 3,000   AMCOL INTL CORP                             54,900         51,000
 1,000   BERLITZ INTERNATIONAL INC                   24,435         24,125
 7,000   CHART INDS INC                             117,595        143,500
 3,300   COSTCO COS INC                              83,800         95,288
 5,000   EAGLE HARDWARE AND GRODEN                  105,500         93,750
 8,000   INTERNATIONAL MUREX TECH CORP               54,775         48,000
 1,500   INTERSTATE BAKERIES CORP                    77,153         77,813
 3,000   KINETIC CONCEPTS INC                        44,625         44,625
 3,000   MONACO COACH CORP                           64,588         60,000
 4,000   MOTIVE POWER INDS INC                       48,700         47,000
 2,000   PROMUS HOTEL CORP                           68,370         70,500
 2,000   WELLPOINT HEALTH NETWORKS INC               77,620         84,500
 3,000   ZOLTEK COMPANIES INC                       106,500         86,859
                                                 -------------------------
                                                 13,701,662     15,217,352
                                                 -------------------------
                                                 -------------------------

<PAGE>

              Value Line, Inc.

     Schedule XIII - Other Investments

<TABLE>
<CAPTION>


                                                                    Historical
Mutual fund Investments                                                 Cost            Market Value

<S>                                                              <C>                  <C>
The Value Line Fund, Inc.                                        $ 2,369,176.22       $   4,416,364 
The Value Line Special Situations Fund, Inc.                       3,315,466.18           3,268,233
The Value Line Income Fund, Inc.                                   1,056,047.02           1,392,438
Value Line Leveraged Growth Investors, Inc.                       14,108,058.01          19,843,395
Value Line U.S. Government Securities Fund, Inc.                   1,253,582.26           1,259,406
The Value Line Tax Exempt Fund, Inc., High Yield Portfolio         1,064,228.74           1,137,395
Value Line Convertible Fund, Inc.                                    794,095.71             817,107
Value Line Aggressive Income Trust                                 1,014,527.24           1,048,184
Value Line New York Tax Exempt Trust                                 990,478.21           1,049,691
Value Line Intermediate Bond Fund Inc.                             9,668,847.67           9,429,628
Value Line Small-Cap Growth Fund                                  10,017,363.61          11,185,388
Value Line Asset Allocation Fund, Inc.                            33,290,854.10          39,356,379
Value Line US Multinational Company Fund                          11,267,899.17          13,911,624
                                                                 ----------------------------------

Total                                                            $90,210,624.14        $108,115,232
                                                                 ----------------------------------
                                                                 ----------------------------------

</TABLE>