UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


AMENDMENT
NO. 1
 TO
 FORM 10-K


(Mark
One)


x ANNUAL REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended April 30,
2008


or


 ̈ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from _____________________________________ to
__________________________________





Commission
file number: 0-11306


value line


VALUE LINE,
INC.


(Exact
name of registrant as specified in its charter)





New
      York
            
            13-3139843(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)220
      East 42nd Street, New York, New York
            
            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:


Common Stock, $.10 par value
            
            The NASDAQ Global MarketSM(Title of class)
            
            (Name of each exchange on which registered)




Securities registered pursuant to
Section 12(g) of the Act: None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  ̈ Yes x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  ̈ Yes x No





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 (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. x Yes  ̈ No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K (§229.405 of this chapter) 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. x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
accelerated filer  ̈   Accelerated
filer  ̈  Non-accelerated filer x  Smaller
reporting company  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No x





The
aggregate market value of the registrant's voting and non-voting common stock
held by non-affiliates at October 31, 2007 was $58,919,312.





There
were 9,981,600 shares of the registrant’s Common Stock outstanding at June 30,
2008.





DOCUMENTS
INCORPORATED BY REFERENCE





Portions of the registrant’s
Proxy Statement relating to the registrant’s 2008 Annual Meeting of
Shareholders, to be held on August 21, 2008 are incorporated by reference into
Part III of this Annual Report on Form 10-K where
indicated.







EXPLANATORY NOTE


We are
providing this Amendment No. 1 to our Annual Report on Form 10-K (the
“Amended 10-K”) for the year ended April 30, 2008, filed with the Securities and
Exchange Commission on July 17, 2008 (the “Original 10-K”). This Amended 10-K
amends the Original 10-K for the purpose of updating the following
items:
 
 Item 9A. Controls and
Procedures
 The
Company removed reference to reasonable assurance that the Company’s disclosure
controls and procedures were effective as of the end of the period covered by
this report.  In addition the Company added “This annual report does
not include an attestation report of the Company's registered public accounting
firm regarding internal control over financial reporting. Management's report
was not subject to attestation by the company's registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management's report in this annual
report.”  The Company also removed the qualification that “Due to the
inherent issue of segregation of duties in a small company, management has
relied heavily on entity or management review controls to lessen the issue of
segregation of duties” and concludes that the Company did maintain effective
internal control over financial reporting as of April 30, 2008.
 
 Item 13. Certain
Relationships and Related Transactions and DirectorIndependence
 The third
paragraph discussing the policy and procedures for transactions required to be
disclosed in Item 404 (a) of Regulation S-K was added to the
report.
 
 Item 15. Exhibits and
Financial Statement Schedules
 Applicable
exhibits were updated to include the incorporated by reference document and SEC
file number and/or re-filed with this Amended 10-K.
 
 Signatures &
Certifications
 The
signatures and certifications were updated to include the titles Principal
Executive Officer and Principal Financial Officer and Exhibits 31.1 and
31.2 were updated to include the complete certification.
  This
Amended 10-K does not reflect events occurring after the filing of the Original
10-K and does not modify or update the disclosure in the Original 10-K, other
than the items shown above in this explanatory note.  This Amended
10-K replaces the Original 10-K in its entirety.





TABLE OF CONTENTS


PART
IItem
      1
              Business
              3Item
      1A
              Risk
      Factors
              11Item
      1B
              Unresolved
      Staff Comments
              13Item
      2
              Properties
              13Item
      3
              Legal
      Proceedings
              14Item
      4
              Submission
      of Matters to a Vote of Security Holders
              14PART
  IIItem
      5
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              14Item
      6
              Selected
      Financial Data
              15Item
      7
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              16Item
      7A
              Quantitative
      and Qualitative Disclosures About Market Risk
              23Item
      8
              Financial
      Statements and Supplementary Data
              25Item
      9
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              26Item
      9A
              Controls
      and Procedures
              26Item
      9B
              Other
      Information
              27PART
  IIIItem
      10
              Directors,
      Executive Officers, and Corporate Governance
              28Item
      11
              Executive
      Compensation
              29Item
      12
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              30Item
      13
              Certain
      Relationships and Related Transactions and Director
      Independence
              31Item
      14
              Principal
      Accounting Fees and Services
              31PART
  IVItem
      15
              Exhibits
      and Financial Statement Schedules
              32EXHIBIT21.1EXHIBIT31.1EXHIBIT31.2EXHIBIT32.1EXHIBIT32.2




2


Safe Harbor Statement under the
Private Securities Litigation Reform Act of 1995





This
report contains statements that are predictive in nature, depend upon or refer
to future events or conditions (including certain projections and business
trends) accompanied by such phrases as “believe”, “estimate”, “expect”,
“anticipate”, “will”, “intend” and other similar or negative expressions, that
are “forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of certain risks and uncertainties, including but not limited to the
following:





·
            dependence
      on key personnel;


·
            maintaining
      revenue from subscriptions for the Company’s
  products;


·
            protection
      of intellectual property rights;


·
            changes
      in market and economic conditions;


·
            fluctuations
      in the Company’s assets under management due to broadly based changes in
      the values of equity and debt securities, redemptions by investors and
      other factors;


·
            dependence
      on Value Line Funds for investment management and related
      fees;


·
            competition
      in the fields of publishing, licensing and investment
      management;


·
            the
      impact of government regulation on the Company’s business and the
      uncertainties of litigation and regulatory
  proceedings;


·
            terrorist
      attacks; and


·
            other
      risks and uncertainties, including but not limited to the risks described
      in Item 1A, “Risk Factors”, and other risks and uncertainties from time to
      time.





Any
forward-looking statements are made only as of the date hereof, and the Company
undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.





Part
I


Item 1.
BUSINESS.





Value
Line, Inc. (the "Company" or “Value Line”), 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


·
            Licensing
      certain Value Line trademarks and Value Line proprietary ranking system
      information to third parties under written agreements for use in third
      party managed and marketed investment
products


·
            Providing
      investment management and distribution services to the Value Line Mutual
      Funds, institutions and individual
accounts.





The name
"Value Line" as used to describe the Company, its products, and its
subsidiaries, is a registered trademark of the Company.





A. Investment Related Periodicals
& Publications





The
investment related periodicals offered by Value Line Publishing Inc. (“VLP”), a
wholly owned subsidiary of the Company, cover a broad spectrum of investments
including stocks, mutual funds, options and convertible securities. The
Company’s services are of interest to individual and professional investors, as
well as to institutions including municipalities and university libraries and
investment firms. The services generally fall into four categories:




·
            Comprehensive
      reference periodical publications


·
            Targeted,
      niche periodical newsletters


·
            Investment
      analysis software


·
            Current
      and historical financial databases


3


The
comprehensive services (The Value Line Investment Survey, The Value Line
Investment Survey-Small and Mid-Cap Edition, The Value Line 600, and The Value
Line Mutual Fund Survey) provide both statistical and text coverage of a large
number of investment securities, with an emphasis placed on Value Line’s
proprietary statistical rankings. The Value Line Investment Survey is the
Company’s premier service published each week and covering approximately 1,700
stocks.





The niche
newsletters (The Value Line Special Situations Service, Value Line Select, The
Value Line No-Load Fund Advisor, The Value Line Convertibles Survey and Value
Line Daily Options) provide information on a less comprehensive basis for
securities that the Company believes will be of interest to subscribers. Certain
of these services make use of Value Line’s proprietary statistical
rankings.





Investment
analysis software (The Value Line Investment Analyzer and Mutual Fund Survey for Windows ®)
includes data sorting and filtering tools. In addition, for institutional and
professional subscribers, VLP offers current and historical financial databases
(DataFile, Estimates & Projections, Convertibles and Mutual Funds) via
CD-ROM or online.





Value
Line offers online versions of most of its products at the Company’s website,
www.valueline.com. Subscribers to the print versions generally receive free
access to the corresponding online versions. The most comprehensive of the
Company’s online efforts is The Value Line Research Center, which allows
subscribers to access most of the investment services the Company publishes at a
packaged price, but only via the Internet.





The print
and electronic services include, but are not limited to the
following:




The Value Line Investment Survey®


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
primarily on computer-generated statistics of financial results and stock price
performance. Two of the evaluations for covered stocks are "TimelinessTM" and
"SafetyTM.” Timeliness relates to the probable relative price performance of one
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" Ranks are a measure of risk and are based on the
issuer's relative financial strength and its stock's price stability. "Safety"
ranges from Rank 1 for the least risky stocks to Rank 5 for the riskiest. VLP
employs 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 more frequent updates when
relevant. The Value Line Investment Survey  is also
referred to as The Value Line Investment Survey – Standard Edition.





The Value Line Investment Survey -
Small and Mid-Cap Edition


The Value
Line Investment Survey - Small and Mid-Cap Edition is a weekly publication
introduced in 1995 that provides detailed descriptions of approximately 1,800
small and medium-capitalization stocks, many listed on NASDAQ, beyond the
approximately 1,700 stocks of generally larger-capitalization companies covered
in The Value Line Investment Survey – Standard Edition. Like The Value Line
Investment Survey, the Small and Mid-Cap Edition has its own "Summary &
Index" providing updated performance ranks and other data, as well as "screens"
of key financial 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 Value Line Investment Survey – Standard
Edition. A combined Index, published quarterly, allows subscribers to easily
locate a specific stock among the approximately 3,500 stocks covered.





One
unique feature in the Small and Mid-Cap Edition is The Performance Ranking
System. It incorporates many of the elements of the Value Line Timeliness
Ranking System, modified to accommodate the approximately 1,800 stocks in the
Small and Mid-Cap Edition. The Performance Rank is based on earnings growth and
price momentum, and is designed to predict relative price performance over the
next six to 12 months.


4


The
principal differences between the Small and Mid-Cap Edition and The Value Line
Investment Survey’s Standard Edition are that the Small and Mid-Cap Edition does
not include Value Line’s Timeliness Ranks, financial forecasts, analyst
comments, or a Selection & Opinion section. These modifications allow VLP to
offer this service at a relatively low price.





The Value Line Mutual Fund
Survey


The Value
Line Mutual Fund Survey is published once every three weeks and was introduced
in 1993. It provides full-page profiles of about 700 mutual funds and condensed
coverage of about 1,250 funds. Every three weeks, subscribers receive an updated
issue, containing over 200 fund reports, plus a "Performance & Index"
providing current rankings and performance figures for the full universe of
about 2,000 funds, as well as articles on investment trends and developments of
concern to mutual fund investors. Funds are ranked for both risk and overall
risk-adjusted performance, using a Value Line proprietary model. The Value Line
Mutual Fund Survey also includes annual profiles and analyses on 100 of the
nation's major fund families.





The Value Line No-Load Fund
Advisor


The Value
Line No-Load Fund Advisor is a 32-page monthly newsletter featuring no-load and
low-load, open-end mutual funds. It was introduced in 1994. Each issue offers
strategies for maximizing total return, and model portfolios for a range of
investor profiles. It also includes information about retirement planning,
industry news, and specific fund reviews. 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 Value Line Special Situations
Service


The Value
Line Special Situations Service concentrates on fast-growing, smaller companies
whose stocks are perceived by VLP analysts as having exceptional appreciation
potential. It was introduced in 1951.





The Value Line Options Survey


The Value
Line Options Survey  is a
semi-monthly service that evaluates and ranks for expected performance
approximately 8,000 U.S. equity options. It was introduced in 1973. An
electronic version of this product, The Value Line Daily Options Survey
(available on the Internet), was introduced during fiscal 1995. An enhanced
version was introduced in fiscal 2002. It evaluates and ranks U.S. equity
options (approximately 130,000). Features include an interactive database and a
new spreadsheet.





The Value Line Convertibles
Survey


Introduced
in 1972, the Value Line Convertibles Survey is a semi-monthly print and online
service that evaluates and ranks approximately 660 convertible securities (bonds
and preferred stocks) and approximately 100 warrants for future market
performance. The Value Line Electronic Convertibles, which was introduced in
2001, provides daily price updates and analysis online.





Value Line Select


Value
Line Select, a monthly publication, was first published in 1998. It focuses each
month on a company that senior VLP analysts have chosen. Recommendations are
backed by in-depth research and are subject to ongoing monitoring.





The Value Line
600


The Value
Line 600 is a monthly service, which contains full-page reports on approximately
600 stocks. Its reports provide information on many actively traded, larger
capitalization issues as well as some smaller growth stocks. Since it was
introduced in fiscal 1996, it has proven to be popular among investors who want
the same type of analysis provided in The Value Line Investment Survey, but who
do not want or need coverage of the approximately 1,700 companies contained in
that publication. Readers also receive supplemental reports as well as a monthly
Index, which includes updated statistics.


5


Value Line Investment
Analyzer


Value
Line Investment Analyzer is a powerful menu-driven software program with fast
filtering, ranking, reporting and graphing capabilities utilizing over 350 data
fields for about 8,000 stocks, industries and indices, including the
approximately 1,700 stocks covered in VLP’s benchmark publication, The Value
Line Investment Survey.





Value
Line Investment Analyzer allows subscribers to apply more than 60 charting and
graphing variables for comparative research. In addition to containing digital
replicas of the entire Value Line Investment Survey, the Analyzer includes daily
data updates through its integration with the Value Line databases via Internet
connection. The software includes a portfolio module that lets users create and
track their own stock portfolios in depth and up to ten years of historical
financial data for scrutinizing performance, risk, yield and return.





Value Line Mutual Fund Survey for
Windows ®


Value
Line Mutual Fund Survey for Windows ® , a monthly
CD-ROM product with weekly Internet updates, is the electronic version of The
Value Line Mutual Fund Survey. The program features powerful sorting and
filtering analysis tools. It includes features such as style attribution
analysis, a portfolio stress tester, portfolio rebalancing, correlation of fund
returns and hypothetical assets. Windows is a registered trademark of Microsoft
Corp. Value Line, Inc. and Microsoft Corp. are not affiliated
companies.





Value Line
DataFile


Value
Line DataFile contains current and historic annual and quarterly financial
records for nearly 8,000 active companies and over 5,000 companies that no
longer exist in nearly 100 industries. DataFile has over 400 annual and over 80
quarterly fields for each of the companies included in the database. DataFile is
sold to the institutional market. Value Line DataFile II, which includes less
historical data, is also available. This version complies with Microsoft Access.
In fiscal 1997, VLP introduced the Value Line Mutual Fund DataFile. It covers
about 15,000 mutual funds with up to 20 years of historical data with almost 200
data fields. VLP also offers an Estimates and Projections File, with year-ahead
and three- to five-year estimates of financial data and projections of
stock-price ranges on companies covered in The Value Line Investment Survey, as
well as a Convertible Securities File and custom services.





Value Line Research
Center


The Value
Line Research Center, an Internet-only service, provides on-line access to
certain of VLP’s leading publications covering stocks, mutual funds, and options
and convertible securities as well as special situation stocks. This service
includes full online subscriptions to The Value Line Investment Survey, The
Value Line Mutual Fund Survey, The Value Line Daily Options Survey, The Value
Line Investment Survey - Small and
Mid-Cap Edition, The Value Line Convertibles Survey and The Value Line Special
Situations Service.





B.  Licensing
Programs





The
Company has licensed for fees certain trademarks and proprietary information for
products, including unit investment trusts, annuity trusts, managed accounts and
exchange traded funds. The sponsors of these products act as wholesalers and
distribute the products by syndicating them through an extensive network of
national and regional brokerage firms. These broad marketing networks are
assembled and re-assembled each time that a product is introduced into the
retail marketplace by a licensed product sponsor.





The
sponsors of these various products will typically license one or more
proprietary ranking systems, which may include Value Line Timeliness, Safety,
Technical and Performance ranks, as screens for their portfolios. The sponsors
are also given permission to associate Value Line trademarks with the products.
Value Line collects a licensing  fee from
each of the product sponsors/managers primarily based upon the market value of
assets invested in each product’s portfolio. Since these fees are based on the
market value of the respective portfolio, the payments to Value Line, which are
typically received on a quarterly basis, will fluctuate.





Value
Line’s primary licensed products have been structured as Unit Investment Trusts,
Exchange Traded Funds, Closed-end Funds and other types of managed products, all
of which have in common some degree of reliance on ranking systems for their
portfolio creation.


6


Examples
of Value Line’s licensing methodology can be found in the following five Value
Line indexed Exchange Traded Fund portfolios now listed on the American Stock
Exchange:





First
Trust Value Line Dividend Fund (FVD)





The FVD
portfolio seeks to provide total return through a combination of current income
and capital appreciation by investing in stocks selected by the third party
licensee from among U.S. exchange listed securities of companies that pay above
average dividends and have the potential for capital appreciation.





First
Trust Value Line 100 (FVL)





FVL’s
objective is to provide capital appreciation. It seeks to outperform the S&P
500 Index by adhering to a disciplined strategy of investing in a diversified
portfolio of the 100 common stocks ranked #1 using Value Line's Timeliness
Ranking System. This fund was a closed end fund that became an ETF in June
2007.





First
Trust Value Line Equity Allocation Fund (FVI)





The FVI
portfolio invests in a subset of the #1 and #2 ranked stocks per the Value Line
Timeliness, Safety, and Technical Ranking Systems. The third party licensee
purchases stocks in the index generated by the Company with the objective of
capital appreciation.





PowerShares
Value Line Timeliness Select Fund (PIV)





The PIV
portfolio is constructed as an Index of 50 stocks within the 100 Rank #1
Timeliness stocks which factors Value Line Safety and Technical ranks into the
portfolio selection process.





PowerShares
Value Line Industry Rotation Fund (PYH)





The PYH
portfolio contains 50 stocks chosen from the highest ranked stocks for
Timeliness from each of the top 50 industries based on Industry Timeliness
ranks, and the second highest ranked stocks for Timeliness from each of the top
25 industries based on Industry Timeliness ranks. The total number of stocks
held by the Index is 75 stocks.





Total
assets managed by third parties participating in licensing programs were $6.3
billion as of April 30, 2008.





C.  Investment Management Services





As of
April 30, 2008, the Company was the investment adviser for 14 mutual funds
registered under the Investment Company Act of 1940. Value Line Securities,
Inc., a wholly-owned subsidiary of the Company, acts as distributor for the
Value Line Mutual Funds (“Value Line Funds”). State Street Bank and Trust
Company, an unaffiliated entity, acts as custodian of the Funds' assets and
provides fund accounting and administrative services to the Value Line Funds.
Shareholder services for the Value Line Funds are provided by Boston Financial
Data Services, an affiliate of State Street, which is not related to the
Company. On June 30, 2008, the Company reorganized its investment management
division into EULAV Asset Management, LLC (“EULAV”), a newly formed wholly-owned
subsidiary. As part of the reorganization, each advisory agreement was
transferred from Value Line, Inc. to EULAV. The portfolio managers, who are now
employees of EULAV, have not changed as a result of the
reorganization.




7


Total net
assets of the Value Line Funds at April 30, 2008, were:





(in
      thousands)The
      Value Line Fund, Inc.
            
            $
            175,363Value
      Line Income and Growth Fund, Inc.
            
            
            381,128Value
      Line Premier Growth Fund, Inc.
            
            
            547,033Value
      Line Larger Companies Fund, Inc.
            
            
            279,910The
      Value Line Cash Fund, Inc.
            
            
            219,498Value
      Line U.S. Government Securities Fund, Inc.
            
            
            90,214Value
      Line Centurion Fund, Inc.
            
            
            246,564The
      Value Line Tax Exempt Fund, Inc.
            
            
            93,496Value
      Line Convertible Fund, Inc.
            
            
            30,043Value
      Line Aggressive Income Trust
            
            
            32,430Value
      Line New York Tax Exempt Trust
            
            
            19,988Value
      Line Strategic Asset Management Trust (“SAM”)
            
            
            561,491Value
      Line Emerging Opportunities Fund, Inc.
            
            
            974,921Value
      Line Asset Allocation Fund, Inc.
            
            
            141,471$
            3,793,550





The
schedule below provides a breakdown of the major distribution channels for the
Value Line Funds in terms of assets and shareholders.








Fund Categories
            
            Aggregate Asset
              Levels
            
            Percentage of
              Assets in
              Category
            
            Shareholder
              Accounts
            
            Percentage of
              Shareholder
              Accounts in
              CategoryGuardian
      SAM and Centurion Funds
            
            $
            808,055,000
            
            
            21.4
            %
            
            41,773
            
            
            20.0
            %Value
      Line Funds direct accounts
            
            $
            1,551,836,000
            
            
            40.8
            %
            
            66,724
            
            
            32.0
            %Value
      Line Funds omnibus accounts
            
            $
            1,433,659,000
            
            
            37.8
            %
            
            99,800
            
            
            48.0
            %Total
            
            $
            3,793,550,000
            
            
            100.0
            %
            
            208,297
            
            
            100.0
            %





Investment
management fees and service and distribution fees vary among the Value Line
Funds and may be subject to certain limitations. Each mutual fund may use "Value
Line" in its name only so long as the Company or one of its subsidiaries acts as
its investment adviser.





In
addition to managing the Value Line Funds, EULAV manages institutional and
individual portfolios.


8


D. Wholly-Owned Operating
Subsidiaries





Wholly
owned subsidiaries of the Company include Value Line Publishing, Inc. (“VLP”),
Value Line Securities, Inc. (“VLS”), EULAV Asset Management, LLC (“EULAV”),
Vanderbilt Advertising Agency, Inc. (“VAA”), Compupower Corporation (“CPWR”) and
Value Line Distribution Center (“VLDC”).





1. VLP is
the publishing unit for the investment related periodical publications.





2. VLS is
registered as a broker-dealer under the Securities Exchange Act of 1934 and is a
member of the Financial Industry Regulatory Authority, also known as “FINRA”.
VLS is the distributor for 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). VLS
receives service and distribution fees, pursuant to rule 12b-1 of the Investment
Company Act of 1940 from certain Value Line Funds.





3. EULAV
is a registered investment adviser that assumed the mutual fund investment
management services previously provided by Value Line, Inc. as of June 30,
2008.




4. VAA
places advertising on behalf of the Company's publications, investment advisory
services, and mutual funds.





5. CPWR
provides computerized subscription fulfillment services and subscriber relations
services for VLP publications.





6. VLDC
primarily handles all of the mailings of the publications to VLP’s subscribers.
Additionally, VLDC provides office space for Compupower’s subscriber relations
and data processing departments, and provides a disaster recovery site for the
New York operations.





E.  Trademarks




The
Company holds trademark and service mark registrations for various names in
multiple countries. Value Line believes that these trademarks and service marks
provide significant value to the Company and are an important factor in the
marketing of its products and services.




F.
Investments





The
Company invests in the Value Line Funds, fixed income government obligations and
other marketable securities. As of April 30, 2008, the Company had $51,870,000
invested in the Value Line equity funds and $8,159,000 in the Value Line Cash
Fund, representing approximately 1.6% of total Value Line Funds net assets at
April 30, 2008.





G.
Employees





At April
30, 2008, the Company and its subsidiaries employed 204 people.





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. Analysts are not permitted
to own securities of the companies they cover. The Company has adopted rules
requiring monthly reports of securities transactions by employees for their
respective accounts. The Company has also established policies restricting
trading in securities whose ranks are about to change in order to avoid possible
conflicts of interest.


9


H. Principal Business
Segments





The
information with respect to revenues from external customers and profit and loss
of the Company's identifiable principal business segments is incorporated herein
by reference to Note 9 of the Notes to the Company's Consolidated Financial
Statements included in this Annual Report on Form 10-K.




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





April
      30,2008
            
            2007
            
            2006(in
      thousands)Investment
      Periodicals, Related Publications and Licensing
            
            $
            10,780
            
            $
            18,976
            
            $
            14,861Investment
      Management
            
            
            76,671
            
            
            80,581
            
            
            81,762Corporate
      Assets
            
            
            50,502
            
            
            29,406
            
            
            22,591$
            137,953
            
            $
            128,963
            
            $
            119,214





I.
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 Internet has
increased the amount of competition in the form of free and paid investment
research on the Internet, and the prevalence of broker “platforms” permitting
easy transfer of assets among mutual funds, mutual fund families, and other
investment vehicles.





J. Executive Officers of the
Registrant





The
following table lists the names, ages (at June 30, 2008), 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
noted, each of the following has held an executive position with the companies
indicated for at least five years.





Name
            
            Age
            
            Principal Occupation or EmploymentJean Bernhard Buttner
            
            73
            
            Chairman
      of the Board, President and Chief Executive Officer of the Company and
      AB&Co.; Chairman of the Board and President of each of the Value
      Line Funds until June 2008.Mitchell
      E. Appel
            
            37
            
            Chief
      Financial Officer since April 8, 2008 and from September 2005 to November
      2, 2007; Treasurer from June to September 2005; Chief Financial Officer,
      XTF Asset Management from November 2007 to April 2008; Chief
      Financial Officer, Circle Trust Company from January 2003 to May 2005;
      President of each of the Value Line Funds since June
  2008.Howard
      A. Brecher
            
            54
            
            Chief
      Legal Officer, Vice President and Secretary; Vice President, Secretary,
      Treasurer and General Counsel of AB&Co.; Vice President and Secretary
      of each of the Value Line Funds since June
2008.




10





David
      T. Henigson
            
            50
            
            Vice
      President; Vice President of AB&Co.; Vice President, Secretary and
      Chief Compliance Officer of each of the Value Line Funds and Chief
      Compliance Officer of the Company until June 2008.Stephen
      R. Anastasio
            
            49
            
            Treasurer
      of the Company and of each of the Value Line Funds since September 2005;
      Chief Financial Officer from 2003 to September
  2005.





WEB SITE
ACCESS TO SEC REPORTS




The
Company’s Internet site address is www.valueline.com . The
Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and any amendments to these reports are available free of
charge on the “View Recent Value Line Financials” page under the “About Value
Line” tab of the Company’s Internet site as soon as reasonably practicable after
the reports are filed electronically with the Securities and Exchange
Commission. All Company filings are also available on the SEC Internet site, www.sec.gov as soon
as reasonably practicable after electronic filing.





ITEM 1A.
RISK FACTORS





In
addition to the risks referred to elsewhere in this Annual Report on Form 10-K,
the following risks, among others, sometimes may have affected, and in the
future could affect, the Company and its subsidiaries’ business, financial
condition or results of operations. The risks described below are not the only
ones facing the Company and its subsidiaries. Additional risks not discussed or
not presently known to the Company or that the Company currently deems
insignificant may also impact its business, brand and stock price.





The Company and its subsidiaries are
dependent on the efforts of its executives and professional
staff.


The
Company's future success relies upon its ability to retain and recruit
qualified professionals and executives. While the Company has back-up staff for
most positions, it is nevertheless possible that the loss of the services of key
personnel could have an adverse effect on the Company.





If the Company does not maintain
subscription revenue, its operating results could
suffer.


A
substantial portion of the Company’s revenue is generated from print and
electronic subscriptions. VLP’s trial and full term subscriptions are typically
paid in advance by subscribers. Unearned revenues are accounted for on the
balance sheet of the Company. The backlog of orders is primarily generated
through renewals and new subscription marketing efforts as the Company deems
appropriate. Future results will depend on the renewal of existing subscribers
and obtaining new subscriptions for the investment publications. The
availability of free or low cost information on the Internet could negatively
impact demand for VLP’s publications or impact its pricing. Licensing agreements
are based on market interest in the respective proprietary information. If the
sales of the Company’s publications or royalties from proprietary information
decline, its operating results could suffer.




11


Failure to protect its intellectual
property rights and proprietary information could harm the Company’s ability to
compete effectively and could negatively affect operating
results.


The
Company’s trademarks and tradename protection are important assets to the
Company. Although its trademarks are registered in the United States and in
certain foreign countries, the Company may not always be successful in asserting
global trademark or tradename protection. In the event that other parties
infringe on its intellectual property rights and it is not successful in
defending its intellectual property rights, the result may be a dilution in the
value of the Company’s brands in the marketplace. If the value of its brands
becomes diluted, or if competitors introduce brands that cause confusion with
its brands in the marketplace, such could adversely affect the value that its
customers associate with its brands, and thereby negatively impact its sales.
Any infringement of our intellectual property rights would also likely result in
a commitment of Company resources to protect these rights through litigation or
otherwise. In addition, third parties may assert claims against its intellectual
property rights and it may not be able successfully to resolve such claims.




Adverse changes in market and
economic conditions could lower demand for the Company’s products
and services.


The
Company provides its products and services to individual investors, financial
advisors, and institutional clients. Adverse conditions in the financial and
securities markets may have an impact on the Company’s investment
management revenues, securities income, subscriptions, and licensing services
which could cause material changes in the Company’s operating
results.





The Company’s assets under
management, which impact revenue, are subject to fluctuations based on market
conditions and individual fund performance.


Financial
market declines and/or adverse changes in interest rates would generally
negatively impact the level of the Company’s assets under management and
consequently its revenue and net income. Major sources of investment management
revenue for the Company (i.e., investment management and service and
distribution fees) are calculated as percentages of assets under management. A
decline in securities prices or in the sale of investment products or an
increase in fund redemptions would reduce fee income. A recession or other
economic or political events could also adversely impact the Company’s revenue
if it led to a decreased demand for products, a higher redemption rate, or a
decline in securities prices. Good performance of managed assets relative to
both competing products and benchmark indices generally assists retention and
growth of assets, resulting in additional revenues. Conversely, poor performance
of managed assets relative to both competing products and benchmark indices
tends to result in decreased sales and increased redemptions with corresponding
decreases in revenues to the Company. Poor performance could, therefore, have an
adverse effect on the Company’s business and results of operations.




The Company derives almost all of
its investment management fees from the Value Line
Funds.


The
Company is dependent upon management contracts and service and distribution
contracts with the Value Line Funds under which these fees are paid. As required
in the mutual fund industry, the Board of Directors of the Value Line Funds, a
majority of whom are independent of the Company, may elect to terminate such
contracts. If any of these contracts are terminated, not renewed, or amended to
reduce fees, the Company’s financial results may be adversely
affected.




The Company is in the highly
competitive fields of publishing and investment management.


The
Company competes with a large number of domestic and foreign investment
management firms, broker-dealers and investment publishing firms offering
competing products and services. Many of its competitors have greater resources
and assets under management. The absence of significant barriers to entry by new
investment management firms in the mutual fund industry increases competitive
pressure. Entry barriers in publishing investment periodicals have been reduced
by the minimal cost structure of the Internet and other technologies.
Competition is based on various factors, including business reputation,
investment performance, quality of service, marketing, distribution services
offered, the range of products offered and fees charged. Since the Company is
smaller than other companies in some of its product segments, adverse business
developments may have an impact on the Company’s operating
results.


12


Government regulations, any changes
to government regulations, and regulatory proceedings and litigation may
adversely impact the business of the Company.


Changes
in legal, regulatory, accounting, tax and compliance requirements could have an
effect on the Company’s operations and results, including but not limited to
increased expenses and restraints on marketing certain funds and other
investment products offered by the Company. EULAV Asset Management, LLC is
registered with the Securities and Exchange Commission under the Investment
Advisers Act of 1940. The Investment Advisers Act imposes numerous obligations
on registered investment advisers, including fiduciary, record keeping,
operational and disclosure obligations. VLS is registered as a broker-dealer
under the Securities Exchange Act of 1934 and is a member of the Financial
Industry Regulatory Authority, also known as “FINRA”. Each Value Line Fund is a
registered investment company under the Investment Company Act of 1940. This Act
requires numerous compliance measures, which must be observed, and involves
regulation by the Securities and Exchange Commission. Each fund and its
shareholders may face adverse tax consequences if the Value Line Funds are
unable to maintain qualification as registered investment companies under the
Internal Revenue Code of 1986, as amended. Those laws and regulations generally
grant broad administrative powers to regulatory agencies and bodies such as the
Securities and Exchange Commission and FINRA. If these agencies and bodies
believe that the Company and its subsidiaries or the Value Line Funds have
failed to comply with their laws and regulations, these agencies and bodies have
the power to impose sanctions. The Company and the Value Line Funds, like other
companies, can also face lawsuits by private parties. The Company, along with
its directors and officers, have been sued from time to time. Regulatory
proceedings and lawsuits are subject to uncertainties, and the outcomes are
difficult to predict. Changes in laws, regulations or governmental policies, and
the costs associated with compliance, could adversely affect the business and
operations of the Company and the Value Line Funds. An adverse resolution of any
regulatory proceeding or lawsuit against the Company, its directors, officers,
or its subsidiaries could result in substantial costs or reputational harm to
the Company and its subsidiaries or to the Value Line Funds and have an adverse
effect on the business and operations of the Company or the Value Line Funds. As noted
under “Legal Proceedings,” the Company and its broker-dealer subsidiary are
currently being investigated by the SEC. As part of any settlement with or
action by the SEC, the Company could be required to make disgorgement or pay
penalties. It is also possible that under certain circumstances, either the
Company’s regulated subsidiaries or executives or others associated with the
Company or its subsidiaries could face suspension, bar or loss of license. Any
of these events could have an adverse impact on the Company and its
business.


Terrorist attacks could adversely
affect the Company.


A
terrorist attack, including biological or chemical weapons attacks, and the
response to such terrorist attacks, could have a significant impact on the New
York City area, the local economy, the United States economy, the global
economy, and U.S. and/or global financial markets and could also have a material
adverse effect on the Company’s business.





Item 1B.
UNRESOLVED STAFF COMMENTS.





None.




Item 2.
PROPERTIES.





The
Company leases approximately 64,000 square feet of office space at 220 East
42 nd Street in
New York. The lease expires May 2013. In addition to the New York, NY office
space, the Company owns a warehouse facility with approximately 85,000 square
feet in New Jersey. The facility primarily serves the distribution operations
for the various Company publications and the fulfillment operations of CPWR for
the publications and serves as a disaster recovery site for the Company. The
Company believes the capacity of these facilities is sufficient to meet the
Company's current and expected future requirements.


13


Item 3.
LEGAL PROCEEDINGS.




By letter
dated June 15, 2005, the staff of the Northeast Regional Office of the
Securities and Exchange Commission (“SEC”) informed the Company that it was
conducting an informal inquiry primarily regarding the execution of portfolio
transactions by VLS for the Value Line Funds. The Company has supplied numerous
documents to the SEC in response to its requests and various employees and
former employees of the Company have provided testimony to the SEC. On May 8,
2008 the SEC issued a formal order of private investigation regarding whether
VLS’ brokerage charges and related expense reimbursements during periods prior
to 2005 were excessive and whether adequate disclosure was made to the SEC and
the boards of directors and shareholders of the Value Line Funds. Thereafter,
two senior officers of the Company asserted their constitutional privilege not
to provide testimony. Management believes that the SEC is nearing
completion of its investigation and the Company will seek to settle this matter
with the SEC. Management cannot determine the effect that the investigation will
have on the Company’s financial statements although it believes that any
settlement is likely to be material.





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





No
matters were submitted to a vote of the shareholders during the fourth quarter
of the fiscal year ended April 30, 2008.






Part
II





Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.





The
Registrant's Common Stock is traded on the NASDAQ Global Market SM under
the symbol “VALU”. The approximate number of record holders of the Registrant's
Common Stock at April 30, 2008 was 59. As of June 30, 2008, the closing stock
price was $33.25.





The
reported high and low prices and the dividends paid on these shares during the
past two fiscal years were as follows:





Dividend DeclaredQuarter Ended
            
            High
            
            Low
            
            Per ShareApril
      30, 2008
            
            $
            46.92
            
            $
            41.50
            
            $
            .30January
      31, 2008
            
            $
            41.40
            
            $
            31.10
            
            $
            .30October
      31, 2007
            
            $
            52.74
            
            $
            43.70
            
            $
            .30July
      31, 2007
            
            $
            56.00
            
            $
            42.69
            
            $
            .30April
      30, 2007
            
            $
            50.00
            
            $
            44.93
            
            $
            .30January
      31, 2007
            
            $
            48.32
            
            $
            44.37
            
            $
            .30October
      31, 2006
            
            $
            54.56
            
            $
            44.02
            
            $
            .30July
      31, 2006
            
            $
            45.82
            
            $
            38.83
            
            $
            .25




As of the
date of this Annual Report on Form 10-K, there were no securities of the Company
authorized for issuance under equity compensation plans. The Company did not
sell any unregistered shares of common stock during Fiscal 2008.





There
were no purchases of the Company’s equity securities by the Company or any
affiliated purchaser during the fiscal quarter ended April 30, 2008.




14


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.





Years
      ended April 30,2008
            
            2007
            
            2006
            
            2005
            
            2004(in
      thousands, except per share amounts)Revenues:Investment
      periodicals and related publications
            
            $
            42,791
            
            $
            45,619
            
            $
            47,703
            
            $
            50,172
            
            $
            51,360Licensing
      Fees
            
            $
            7,066
            
            $
            6,861
            
            $
            5,016
            
            $
            2,541
            
            $
            1,137Investment
      management fees and services
            
            $
            32,821
            
            $
            31,155
            
            $
            32,467
            
            $
            31,765
            
            $
            32,773Total
      revenues
            
            $
            82,678
            
            $
            83,635
            
            $
            85,186
            
            $
            84,478
            
            $
            85,270Income
      from operations
            
            $
            34,450
            
            $
            35,636
            
            $
            35,180
            
            $
            27,084
            
            $
            24,739Net
      income
            
            $
            25,550
            
            $
            24,607
            
            $
            23,439
            
            $
            21,318
            
            $
            20,350Earnings
      per share, basic and fully diluted
            
            $
            2.56
            
            $
            2.47
            
            $
            2.35
            
            $
            2.14
            
            $
            2.04Total
      assets
            
            $
            137,953
            
            $
            128,963
            
            $
            119,214
            
            $
            98,865
            
            $
            266,924Cash
      dividends declared per share
            
            $
            1.20
            
            $
            1.15
            
            $
            1.00
            
            $
            1.00
            
            $
            18.50












15


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





The
following Management’s Discussion and Analysis of Financial Condition and
Results of Operations (“MD&A”) is intended to help a reader understand Value
Line, its operations and business factors. The MD&A should be read in
conjunction with Item 1, Business, and in conjunction with the consolidated
financial statements and the accompanying notes contained in Item 8 of this
report.





The
MD&A includes the following subsections:





·
            Executive
      Summary of the Business


·
            Results
      of Operations


·
            Liquidity
      and Capital Resources


·
            Critical
      Accounting Estimates and Policies





Executive Summary of the
Business





The
Company's primary businesses are producing investment related periodical
publications and data, licensing certain Value Line trademarks and Value Line
proprietary ranking system information to third parties for use in selecting
securities for third party marketed products, such as unit investment trusts,
closed-end fund products and exchange traded funds, and providing investment
management services to the Value Line Funds and other managed
accounts.





The
Company’s target audiences within the investment related periodical publications
field are individual investors, colleges, libraries, and investment management
professionals. Individuals come to Value Line for complete research in one
package. Institutional subscribers, such as libraries and universities, offer
the Company’s detailed research to their patrons and students. Investment
management professionals use the research and historical information in their
day to day business.





Depending
upon the product, the Company offers three months or less, annual, or multi-year
subscriptions. Generally, all subscriptions are paid for in advance of
fulfillment. Renewal orders are solicited primarily through a series of renewal
efforts that include letters, email, and telesales efforts. New orders are
generated primarily from targeted direct mail campaigns for specific products.
Other sales channels used by the Company include advertising in media
publications, the Internet, cross selling via telesales efforts and Internet
promotions through third parties.





Institutional
subscribers consist of investment management companies, colleges, and libraries.
The Company has a dedicated department that solicits institutional
subscriptions. Fees for institutional services are based on university or
college enrollment and number of users.





Cash
received for retail and institutional orders is recorded as unearned revenues
until the order is fulfilled. As the subscriptions are fulfilled, the Company
recognizes revenue in equal installments over the life of the particular
subscription. Subscription revenues are recognized on a straight line basis over
the life of the subscription. Accordingly, the amount of subscription fees to be
earned by fulfilling subscriptions after the date of the balance sheet is shown
as unearned revenue within current and long-term liabilities. Changes in
unearned revenue generally indicate the trend for subscription revenues over the
following year as the current portion of deferred revenue is expected to be
recognized as revenue within 12 months.





The
Company’s businesses consolidate into two business segments. The investment
related periodical publications (retail and institutional) and licensing of
trademarks and proprietary ranking system information consolidate into one
segment entitled Investment Periodicals, Publications and Licensing. The second
segment consolidates the investment management services to the Value Line Funds
and other managed accounts into a business segment entitled Investment
Management.




16


Results of
Operations





The
following table illustrates the key earnings figures for each of the past three
years ended April 30, 2008, 2007, and 2006.





Year Ended April 30,
            
            2008
            
            2007
            
            2006
            
            Percentage Change(in thousands, except earnings per share)
            
            
            
            
            
            
            
            08 vs 07
            
            07 vs 06Earnings
      Per Share
            
            $
            2.56
            
            $
            2.47
            
            $
            2.35
            
            
            3.6
            %
            
            5.1
            %Net
      Income
            
            $
            25,550
            
            $
            24,607
            
            $
            23,439
            
            
            3.8
            %
            
            5.0
            %Operating
      Income
            
            $
            34,450
            
            $
            35,636
            
            $
            35,180
            
            
            -3.3
            %
            
            1.3
            %Income
      from Securities transactions, net
            
            $
            6,294
            
            $
            4,867
            
            $
            3,869
            
            
            29.3
            %
            
            25.8
            %




Operating
revenues




Year Ended April 30,
              
              
              2008
              
              
              2007
              
              
              2006
              
              
              Percentage ChangeOperating revenues and % of total by
                  year (in thousands)
              
              
              $$
              
              
              %
              
              
              $$
              
              
              %
              
              
              $$
              
              
              %
              
              
              08 vs 07
              
              
              07 vs 06Investment
      periodicals and related publications
              
              $
              42,791
              
              
              51.8
              %
              $
              45,619
              
              
              54.5
              %
              $
              47,703
              
              
              56.0
              %
              
              -6.2
              %
              
              -4.4
              %Licensing
      Fees
              
              $
              7,066
              
              
              8.5
              %
              $
              6,861
              
              
              8.2
              %
              $
              5,016
              
              
              5.9
              %
              
              3.0
              %
              
              36.8
              %Investment
      management fees and related services
              
              $
              32,821
              
              
              39.7
              %
              $
              31,155
              
              
              37.3
              %
              $
              32,467
              
              
              38.1
              %
              
              5.3
              %
              
              -4.0
              %Total
      Operating Revenues
              
              $
              82,678
              
              
              
              
              $
              83,635
              
              
              
              
              $
              85,186
              
              
              
              
              
              -1
              %
              
              -1.8
              %


Investment periodicals and related
publications revenues





The
investment periodicals and related publications revenues were down $2,828,000 or
6% for the twelve months ended April 30, 2008 as compared to the twelve months
ended April 30, 2007. As a percentage of total operating revenues, investment
periodicals and related publications revenues have decreased from 56% at the end
of fiscal year 2006 to 52% at the end of fiscal year 2008. While the Company
continues to attract new subscribers through various marketing channels,
primarily direct mail and the Internet, total product line circulation continues
to decline. Factors that have contributed to the decline in the investment
periodicals and related publications revenues include the increasing amount of
competition in the form of free and lower cost investment research on the
Internet and research provided by brokerage firms at no cost to their clients.




Within
investment periodicals and related publications are subscription revenues to
print and electronic products.





Year Ended April 30,
            
            2008
            
            2007
            
            2006
            
            Percentage Change(in thousands)
            
            
            
            
            
            
            
            08 vs 07
            
            07 vs 06Print
      publication revenues
            
            $
            30,660
            
            $
            34,090
            
            $
            36,756
            
            
            -10.1
            %
            
            -7.3
            %Electronic
      publication revenues *
            
            $
            12,131
            
            $
            11,529
            
            $
            10,947
            
            
            5.2
            %
            
            5.3
            %Total
      Investment periodicals and related publications revenue
            
            $
            42,791
            
            $
            45,619
            
            $
            47,703
            
            
            -6.2
            %
            
            -4.4
            %Unearned
      Revenues (Short and Long Term)
            
            $
            32,530
            
            $
            34,500
            
            $
            37,500
            
            
            -5.7
            %
            
            -8.0
            %




*
Institutional Sales increased while Retail business decreased.


17




Value
Line’s electronic publications revenues derive 47% from institutional accounts
and 53% from retail subscribers. For the twelve months ended April 30, 2008,
institutional revenues increased $1,092,000 or 23%, while revenues from retail
subscribers were down $490,000 or 7% as compared to the twelve months ended
April 30, 2007. The decrease in electronic retail publications revenues is
primarily attributable to the decrease in circulation within the Company’s
software products. Circulation of The Value Line Investment Analyzer decreased
11%, which resulted in a $527,000 decline in revenues from this product,
partially offset by an increase in the circulation and revenues  from
online subscriptions to The Value Line Investment Survey. For the
year ended April 30, 2008 print publication revenues decreased $3,430,000 or 10%
below last fiscal year as a result of the decrease in advertising and increased
competition in the form of free and paid investment research.





Licensing
revenues


Licensing
revenues have grown $205,000, $1,845,000 and $2,475,000, respectively, each of
the last three years ended April 30, 2008, 2007 and 2006. As of April 30, 2008,
total third party sponsored assets attributable to the licensing business
represent $6.3 billion in various products. The recent credit crisis, corporate
action by certain closed-end fund shareholders, and a broad market decline has
impacted overall assets attributable to the licensing business revenues.
However, total assets are relatively unchanged from the previous year end due to
the ability of third parties to raise assets to offset the market erosion on
their products. In fiscal year 2008 the company signed one new sponsor, which
has significant distribution capabilities in the UIT market place. The new
sponsor has tested several product related portfolio strategies and we believe
will launch an ETF Unit Investment Trust in July 2008. The Company believes the
growth of the business is dependent upon the desire of third party marketers to
use the Value Line trademarks and proprietary research for their products,
signing new licensing agreements, and the marketplace’s acceptance of new
products. As stated in the past, Value Line believes it was an early entrant
into this new market six years ago. Today this market has significantly
broadened as a result of product diversification and growth of Index utilization
by portfolio managers. Simultaneously, the Company and its third party sponsors
face greater competition in the marketplace from Index providers.





Investment management fees and
distribution services revenues


The
investment management fees and distribution services revenues were up $1,666,000
or 5% for the twelve months ended April 30, 2008 as compared to the twelve
months ended April 30, 2007 after being down $1,312,000 or 4% for the year ended
April 30, 2007 compared to year ended April 30, 2006. During the period,
voluntary and contractual fee waivers exist for certain of the Value Line Funds.
For the twelve months ended April 30, 2008, 2007, and 2006, 12b-1 fee waivers
were $3,774,000, $3,127,000, and $282,000. For the twelve months ended April 30,
2008, 2007, and 2006, total management fee waivers were $226,000, $250,000, and
$40,000. The Company and its subsidiary, VLS, have no right to recoup the
previously waived amounts of management fees and 12b-1 fees.




The table
below illustrates the total fund assets for the twelve months ended April 30,
2008 as compared to the previous two fiscal years. The second table shows the
two channels through which the equity funds are available. Shares of Value Line
Strategic Asset Management Trust (“SAM”) and Value Line Centurion Fund are
available to the public only through the purchase of certain variable annuity
and variable life insurance contracts issued by The Guardian Insurance &
Annuity Company, Inc. (“GIAC”).





Year Ended April 30,
            
            2008
            
            2007
            
            2006
            
            Percentage Change(in thousands)
            
            
            
            
            
            
            
            08 vs 07
            
            07 vs
      06Equity
      funds
            
            $
            3,307,879
            
            $
            3,284,560
            
            $
            3,290,291
            
            
            0.7
            %
            
            -0.2
            %Fixed
      income funds
            
            $
            266,172
            
            $
            291,586
            
            $
            314,022
            
            
            -8.7
            %
            
            -7.1
            %Money
      Market funds
            
            $
            219,499
            
            $
            177,788
            
            $
            166,142
            
            
            23.5
            %
            
            7.0
            %Total
      net assets
            
            $
            3,793,550
            
            $
            3,753,934
            
            $
            3,770,455
            
            
            1.1
            %
            
            -0.4
            %Equity
      fund assets sold through GIAC
            
            $
            808,055
            
            $
            924,231
            
            $
            1,055,069
            
            
            -12.6
            %
            
            -12.4
            %Equity
      fund assets sold though VLS
            
            $
            2,499,824
            
            $
            2,360,329
            
            $
            2,235,222
            
            
            5.9
            %
            
            5.6
            %Total
      Equity fund net assets
            
            $
            3,307,879
            
            $
            3,284,560
            
            $
            3,290,291
            
            
            0.7
            %
            
            -0.2
            %




18




The
Company believes that the 5.9% growth in equity fund assets for the twelve
months of fiscal 2008 and 5.6% growth in equity fund assets for fiscal 2007
excluding SAM and Centurion Funds sold through GIAC, has been in large part due
to the good performance for certain Value Line Funds at various intervals in
terms of short, mid and long-term returns. As of April 30, 2008, 80% of the
equity funds, excluding SAM and Centurion, had four or five-star ratings by
Morningstar, Inc. ® similar
to fiscal 2007. The largest distribution channel for the Value Line Funds
remains the fund supermarket platforms including, but not limited to, Charles
Schwab & Co., Inc., TD Ameritrade, Inc., and National City
Bank.





The
Company’s fixed income fund assets, representing 7% of total fund assets at
April 30, 2008, are down 8.7% from the previous year end. The decline in fixed
income assets reflects the challenge of competing against equity funds and other
larger fixed income families in a low interest rate environment. The cash fund
assets, representing 6% of the total fund assets at April 30, 2008, have
increased 23% from the previous year end.. The increase is due primarily to
additional cash fund purchases by the Parent company in the fourth quarter. The
Parent has made no representations to Value Line as to how long the cash will
remain in the Value Line Cash Fund.





Expenses





Advertising and
promotion





Year Ended April 30,
            
            2008
            
            2007
            
            2006
            
            Percentage Change(in thousands)
            
            
            
            
            
            
            
            08 vs 07
            
            07 vs 06Advertising
      and promotion
            
            $
            13,863
            
            $
            14,628
            
            $
            13,671
            
            
            -5.2
            %
            
            7.0
            %





Advertising
and promotion expenses for the twelve months ended April 30, 2008 decreased
$765,000 as compared to the twelve months ended April 30, 2007. Costs associated
with direct mail decreased $1,507,000 or 30% below last fiscal year, due to a
targeted reduction in the overall number of pieces mailed year to year.
Promotion expense for the twelve months ended April 30, 2008 declined by
$381,000 as a result of the reversal of deferred advertising charges related to
the SAM and Centurion Funds. Expenditures for print media promoting the Value
Line Funds in select markets increased by $424,000 for the twelve months ended
April 30, 2008. The major increase of $1,084,000 is due to fees paid to third
party intermediaries (supermarkets), such as, Charles Schwab & Co., Inc. to
market the Value Line Funds. This expense will fluctuate based on assets
invested in the Value Line Funds by clients of the mutual fund supermarkets, and
the change in market value of such assets. The Company anticipates third party
intermediary expenses will continue to increase as more shareholders come into
the Value Line Funds through intermediaries rather than by opening direct
accounts.





Salary and employee
benefits





Year Ended April 30,
            
            2008
            
            2007
            
            2006
            
            Percentage Change(in thousands)
            
            
            
            
            
            
            
            08 vs 07
            
            07 vs 06Salaries
      and employee benefits
            
            $
            18,594
            
            $
            18,409
            
            $
            19,025
            
            
            1.0
            %
            
            -3.2
            %




Over the
past several years, the Company has increased productivity by combining the
roles and responsibilities and by selective outsourcing. Some duplication of
effort has been eliminated and certain tasks, such as some data entry, have been
outsourced to third party vendors that the Company believes can provide better
controls and results at a favorable cost. As of April 30, 2008 the Company
employed 204 employees as compared to 206 employees at year-end April 30, 2007,
and 228 at year-end April 30, 2006.




19


Production and
distribution





Year Ended April 30,
            
            2008
            
            2007
            
            2006
            
            Percentage Change(in thousands)
            
            
            
            
            
            
            
            08 vs 07
            
            07 vs 06Production
      and distribution
            
            $
            6,251
            
            $
            6,981
            
            $
            7,073
            
            
            -10.5
            %
            
            -1.3
            %




Production
and distribution expenses for the twelve months ended April 30, 2008 were
$730,000 below expenses for the twelve months ended April 30, 2007 and
production and distribution expenses for the fiscal year ended April 30, 2007
were $92,000 below expenses for fiscal year ended 2006. Amortized software costs
decreased $403,000 below last fiscal year due to a decrease in expenditures for
capitalized projects. In addition, the decline in expenses was due to volume
reductions in paper, printing and mailing that resulted primarily from a
decrease in circulation of the print products. Partially offsetting the savings
during fiscal 2008 was an approximate 8% increase in the cost of paper mid
fiscal year and an increase in postage rates. The Company anticipates paper
prices will increase over the upcoming fiscal year as raw material prices
increase.




Office and
administration





Year
      Ended April 30,
            
            2008
            
            2007
            
            2006
            
            Percentage
      Change(in
      thousands)
            
            
            
            
            
            
            
            08
      vs 07
            
            07
      vs 06Office
      and administration
            
            $
            9,520
            
            $
            7,981
            
            $
            10,237
            
            
            19.3
            %
            
            -22.0
            %




Office
and administration expenses for the twelve months ended April 30, 2008 were
$1,539,000 above expenses for the twelve months ended April 30, 2007. For the
fiscal year ended April 30, 2007 office and administration expenses were
$2,256,000 below expenses for fiscal 2006. During the last fiscal quarter of
fiscal 2007, the Company amended its lease in midtown New York extending the
lease expiration date to May 2013 on negotiated terms in place of the Company’s
renewal option at market rate, which resulted in significantly higher rent as a
result of market conditions compared to the original square footage terms
negotiated in 1993. In addition, under the terms of its original lease, the
Company received a rent concession in the amount of $767,950 credited equally to
the rent obligation during the six months beginning December 2007. This
concession had no earnings impact since prepaid rent was amortized in the period
but did positively impact the Company’s cash flow. During fiscal year 2008
professional fees significantly increased as compared to fiscal year 2007
primarily as a result of the ongoing SEC investigation. Professional fees
fluctuate year to year based on the level of operations, litigation or
regulatory activity requiring the use of outside professionals.




Income from securities transactions,
net




For the
year ended April 30, 2008 the Company’s income from securities transactions,
net, of $6,294,000 is $1,427,000 higher than income from securities
transactions, net, of $4,867,000 for the year ended April 30, 2007. Income from
securities transactions, net, includes dividend and interest income of
$3,419,000 at April 30, 2008 that is $569,000 or 20% higher than income of
$2,850,000 for the twelve months ended April 30, 2007 due to a 41% increase in
the net assets invested in fixed income securities. Capital gains, net of
capital losses during the fiscal 2008 are $2,874,000, of which $2,793,000
represents distributions from the Value Line Funds. This compares to capital
gains of $2,052,000, net of capital losses in fiscal 2007, of which $2,065,000
represented distributions from the Value Line Funds.





For the
year ended April 30, 2007, the Company’s income from securities transactions,
net, is $998,000 higher than the year ended April 30, 2006. Income from
securities transactions, net, includes dividend and interest income that is
$1,005,000 higher than the previous year due to an increase in interest rates.
Capital gains, net of capital losses, for the year ended April 30, 2007 is
$2,052,000 of which $2,065,000 represents distributions from the Value Line
Funds. This compares to capital gains, net of capital losses, of $2,079,000
during the fiscal year ended April 30, 2006, of which $2,355,000 represents
distributions from the Value Line Funds.




20


Liquidity and Capital
Resources





The
Company had working capital of $88,057,000 as of April 30, 2008 and $75,174,000
as of April 30, 2007. Cash and short-term securities totaled $125,855,000 as of
April 30, 2008 and $97,427,000 as of April 30, 2007.





Cash from operating
activities




The
Company’s cash flow from operations of $20,356,000 for the twelve months ended
April 30, 2008 was 19% below cash flow from operations of $25,181,000 for the
twelve months ended April 30, 2007. The primary change was the timing of
purchases and maturity of fixed income government debt securities within the
company’s trading portfolio, and the decrease in accounts receivable. In
addition, beginning December 2007, the Company received a rent concession in the
amount of $767,950 credited equally to the rent obligation over 6 months. The
concession amounted to $640,000 during fiscal 2008.





Cash from investing
activities





The
Company’s cash outflow from investing activities of $20,027,000 for the twelve
months ended April 30, 2008 was 124% above cash outflow from investing
activities of $8,927,000 for the twelve months ended April 30, 2007 due to the
maturity of fixed income securities during the prior fiscal year and the
redeployment of cash holdings to equity securities and fixed income during
fiscal 2008.





Cash from financing
activities





The
Company’s net cash outflow from financing activities of $11,979,000 for the year
ended April 30, 2008 increased 9% as compared to the prior fiscal year due to
the payment of a higher quarterly dividend per common share of $0.30 in fiscal
2008 as compared to $0.25 paid during the first and the second quarters and
$0.30 during the last two quarters of fiscal 2007.




Management
believes that the Company’s cash and other liquid asset resources used in its
business together with the future cash flows from operations will be sufficient
to finance current and forecasted operations. Management does not anticipate any
borrowing in fiscal 2009.





Critical Accounting Estimates and
Policies





The
Company prepares its consolidated financial statements in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires the Company to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. The Company bases its estimates on historical experience and on
various other assumptions that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent and
the Company evaluates its estimates on an ongoing basis. Actual results may
differ from these estimates under different assumptions or conditions. The
Company believes the following critical accounting policies reflect the
significant judgments and estimates used in the preparation of its Consolidated
Financial Statements:





·
            Revenue
      recognition


·
            Income
      taxes


Revenue
Recognition




The
majority of the Company’s revenues come from the sale of print and electronic
subscriptions, investment management and service and distribution fees, and
licensing proprietary information. The Company recognizes


21




subscription
revenue in equal amounts over the term of the subscription, which generally
ranges from three months to one year or longer, varying based on the product or
service. Investment management fees and service and distribution fee revenues
for the Value Line Funds are recognized each month based upon the daily net
asset value of each fund. Licensing fees are calculated monthly based on market
fluctuation and billed quarterly. The Company believes that the estimates
related to revenue recognition are critical accounting estimates, and to the
extent that there are material differences between its determination of revenues
and actual results, its financial condition or results of operations may be
affected.





Income Taxes




The
Company’s effective annual income tax expense rate is based on the U.S. federal
and state and local jurisdiction tax rates on income and losses that are part of
its Consolidated Financial Statements. Tax-planning opportunities and the blend
of business income and income from securities transactions will impact the
effective tax rate in the various jurisdictions in which the Company operates.
Significant judgment is required in evaluating the Company’s tax
positions.




Tax law
requires items to be included in the tax return at different times from when
these items are reflected in the Company’s Consolidated Financial Statements. As
a result, the effective tax rate reflected in its Consolidated Financial
Statements is different from the tax rate reported on the Company’s tax return
(the Company’s cash tax rate). Some of these differences are permanent, such as
non-taxable income that is not includable in the Company’s tax return and
expenses that are not deductible in the Company’s tax return, and some
differences reverse over time, such as depreciation and amortization expenses.
These timing differences create deferred tax assets and liabilities. Deferred
tax assets and liabilities are determined based on temporary differences between
the financial reporting and the tax basis of assets and
liabilities.




As of
April 30, 2008, the Company had $7.8 million of deferred tax liabilities and
$155,000 of short-term deferred tax assets. In assessing the Company’s deferred
tax assets, the Company considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become
deductible.




In
assessing the need for a valuation allowance, the Company considers both
positive and negative evidence, including tax-planning strategies, projected
future taxable income, and recent financial performance. If after future
assessments of the realizability of the deferred tax assets the Company
determines a lesser allowance is required, the Company would record a reduction
to the income tax expense and to the valuation allowance in the period this
determination was made. This would cause the Company’s income tax expense,
effective tax rate, and net income to fluctuate.




In
addition, the Company establishes reserves at the time that it determines that
it is more likely than not that it will need to pay additional taxes related to
certain matters. The Company adjusts these reserves, including any impact of the
related interest and penalties, in light of changing facts and circumstances
such as the progress of a tax audit. A number of years may elapse before a
particular matter for which the Company has established a reserve is audited and
finally resolved. The number of years with open tax audits varies depending on
the tax jurisdiction. Such liabilities are recorded as income taxes payable in
the Company’s Consolidated Balance Sheets. Settlement of any particular issue
would usually require the use of cash. Favorable resolutions of tax matters for
which the Company has previously established reserves are recognized as a
reduction to the Company’s income tax expense when the amounts involved become
known.




Assessing
the future tax consequences of events that have been recognized in the Company’s
financial statements or tax returns requires judgment. Variations in the actual
outcome of these future tax consequences could materially impact the Company’s
financial position, results of operations, or cash flows.




22


Off-Balance Sheet
Arrangements





The
Company has no off-balance sheet arrangements.




Contractual
Obligations





Below is
a summary of certain contractual obligations (in thousands):




Contractual
              Obligations
            
            Total
            
            Less Than
              1 Year
            
            1-3 years
            
            3-5 years
            
            More Than
              5 YearsOperating Lease
      Obligations
            
            $
            14,858
            
            $
            2,820
            
            $
            5,896
            
            $
            5,896
            
            $
            246Purchase
      Obligations
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Other
      Long-term Obligations reflected on Balance Sheet
            
            $
            32,530
            
            $
            26,610
            
            $
            5,920TOTAL
            
            $
            47,388
            
            $
            29,430
            
            $
            11,816
            
            $
            5,896
            
            $
            246





Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Market Risk
Disclosures




The
Company’s Consolidated Balance Sheet includes a substantial amount of assets
whose fair values are subject to market risks. The Company’s significant market
risks are primarily associated with interest rates and equity prices. The
following sections address the significant market risks associated with the
Company’s business activities.





Interest Rate
Risk





The
Company’s strategy has been to acquire debt securities with low credit risk.
Despite this strategy management recognizes and accepts the possibility that
losses may occur. To limit the price fluctuation in these securities from
interest rate changes, the Company’s management invests primarily in short-term
obligations maturing in 1 to 5 years.





The fair
values of the Company’s fixed maturity investments will fluctuate in response to
changes in market interest rates. Increases and decreases in prevailing interest
rates generally translate into decreases and increases in fair values of those
instruments. Additionally, fair values of interest rate sensitive instruments
may be affected by prepayment options, relative values of alternative
investments, and other general market conditions.


23


The
following table summarizes the estimated effects of hypothetical increases and
decreases in interest rates on assets that are subject to interest rate risk. It
is assumed that the changes occur immediately and uniformly to each category of
instrument containing interest rate risks. The hypothetical changes in market
interest rates do not reflect what could be deemed best or worst case scenarios.
Variations in market interest rates could produce significant changes in the
timing of repayments due to prepayment options available. For these reasons,
actual results might differ from those reflected in the table. Dollars are in
thousands.





Estimated
      Fair Value afterHypothetical Change in
      Interest Rates(bp
      = basis points)6 mo.
            
            6 mo.
            
            1 yr.
            
            1 yr.Fair
            
            50bp
            
            50bp
            
            100bp
            
            100bpFixed Income Securities
            
            Value
            
            increase
            
            decrease
            
            increase
            
            decreaseAs
      of April 30, 2008Investments
      in securities with fixed maturities
            
            $
            65,030
            
            $
            63,947
            
            $
            64,753
            
            $
            63,146
            
            $
            64,250As
      of April 30, 2007Investments
      in securities with fixed maturities
            
            $
            42,952
            
            $
            42,357
            
            $
            43,074
            
            $
            41,900
            
            $
            43,054





Management
regularly monitors the maturity structure of the Company’s investments in debt
securities in order to maintain an acceptable price risk associated with changes
in interest rates.





Equity Price Risk





The
carrying values of investments subject to equity price risks are based on quoted
market prices or management’s estimates of fair value as of the balance sheet
dates. Market prices are subject to fluctuation and, consequently, the amount
realized in the subsequent sale of an investment may significantly differ from
the reported market value. Fluctuation in the market price of a security may
result from perceived changes in the underlying economic characteristics of the
issuer, the relative price of alternative investments and general market
conditions. Furthermore, amounts realized in the sale of a particular security
may be affected by the relative quantity of the security being
sold.





Value
Line invests a significant level of its assets in equity securities, primarily
the Value Line Funds. Each mutual fund invests in a variety of positions that
may include equity and non-equity positions.





The table
below summarizes Value Line’s equity price risks as of April 30, 2008 and 2007
and shows the effects of a hypothetical 30% increase and a 30% decrease in
market prices as of those dates. The selected hypothetical changes do not
reflect what could be considered the best or worst case scenarios.




EstimatedFair Value after
            
            Hypothetical PercentageEquity Securities
            
            
            
            Hypothetical
            
            Hypothetical
            
            Increase (Decrease) in(in thousands)
            
            Fair Value
            
            Price Change
            
            Change in Prices
            
            Shareholders’ EquityAs
      of April 30, 2008
            
            $
            51,870
            
            
            30%
      increase
            
            $
            67,431
            
            
            11.48
            %30%
      decrease
            
            $
            36,309
            
            
            (11.48
            )%As
      of April 30, 2007
            
            $
            49,719
            
            
            30%
      increase
            
            $
            64,635
            
            
            12.83
            %30%
      decrease
            
            $
            34,803
            
            
            (12.83
            )%




24


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
      NumberReport
      of independent auditors
            35Consolidated
      balance sheets—April 30, 2008 and 2007
            36Consolidated
      statements of income-years
      ended April 30, 2008, 2007 and 2006
            37Consolidated
      statements of cash flows-years ended April 30, 2008, 2007 and
      2006
            38Consolidated
      statement of changes in shareholders’ equity-years ended April 30,
      2008, 2007 and 2006
            39Notes
      to the consolidated financial statements
            40





Quarterly
Results (Unaudited)


(in
thousands, except per share amounts)





Income
            
            
            
            EarningsTotal
            
            From
            
            Net
            
            PerRevenues
            
            Operations
            
            Income
            
            Share2008,
      by QuarterFirst
            
            $
            20,801
            
            $
            8,965
            
            $
            5,943
            
            $
            0.60Second
            
            
            21,110
            
            
            9,416
            
            
            6,359
            
            
            0.63Third
            
            
            21,080
            
            
            9,337
            
            
            8,471
            
            
            0.85Fourth
            
            
            19,687
            
            
            6,732
            
            
            4,777
            
            
            0.48Total
            
            $
            82,678
            
            $
            34,450
            
            $
            25,550
            
            $
            2.562007,
      by QuarterFirst
            
            $
            21,391
            
            $
            9,869
            
            $
            6,271
            
            $
            0.63Second
            
            
            20,745
            
            
            9,061
            
            
            5,909
            
            
            0.59Third
            
            
            21,061
            
            
            8,859
            
            
            7,192
            
            
            0.72Fourth
            
            
            20,438
            
            
            7,847
            
            
            5,235
            
            
            0.53Total
            
            $
            83,635
            
            $
            35,636
            
            $
            24,607
            
            $
            2.472006,
      by QuarterFirst
            
            $
            20,874
            
            $
            9,163
            
            $
            5,648
            
            $
            0.57Second
            
            
            21,002
            
            
            8,470
            
            
            5,385
            
            
            0.54Third
            
            
            21,582
            
            
            8,037
            
            
            6,694
            
            
            0.67Fourth
            
            
            21,728
            
            
            9,510
            
            
            5,712
            
            
            0.57Total
            
            $
            85,186
            
            $
            35,180
            
            $
            23,439
            
            $
            2.35




25


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.





Item 9A.
CONTROLS AND PROCEDURES.





(a)
            Evaluation
      of Disclosure Controls and
Procedures.





The
Company's Chief Executive Officer, Chief Financial Officer, Chief Compliance
Officer and Chief Legal Officer carried out an evaluation of the effectiveness
of the Company's "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of April 30,
2008, as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15. The
Company’s Chief Executive Officer, Chief Financial Officer, Chief Compliance
Officer and Chief Legal Officer are engaged in a comprehensive effort to review,
evaluate and improve the Company's controls; however, management does not expect
that the Company's disclosure controls or its internal controls over financial
reporting will prevent all possible errors and fraud.




The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company’s reports filed with
the SEC is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including its Chief Executive
Officer, Chief Financial Officer, Chief Compliance Officer and Chief Legal
Officer, as appropriate, to allow timely decisions regarding required
disclosure.




The
Company’s management has evaluated, with the participation of the Company’s
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, the Chief Executive Officer and the
Chief Financial Officer have concluded that the Company’s disclosure controls
and procedures were effective as of the end of the period covered by
this report.




This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.




Changes
in Internal Controls


In the
course of the evaluation of disclosure controls and procedures, the Chief
Executive Officer and Chief Financial Officer considered certain internal
control areas in which the Company has made and is continuing to make changes to
improve and enhance controls. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company concluded that there were no
changes in the Company's internal controls over financial reporting identified
in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during the fourth quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting.




(b)
            Management’s
      Annual Report on Internal Control over Financial
  Reporting.




The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act. Internal control over financial reporting is a process
designed by, or under the supervision of, the company’s principal executive and
principal financial officers, and effected by the board of directors,
management, and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with US GAAP including those policies and
procedures that: (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with US GAAP and that receipts and
expenditures are being made only in accordance with authorizations of management
and directors of the company, and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the
financial statements.




26




Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies and procedures may deteriorate.




Under the
supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, the Company has assessed the
effectiveness of its internal control over financial reporting as of April 30,
2008. In making this assessment, management used the criteria described in
Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on this
assessment and those criteria, management concluded that the Company did
maintain effective internal control over financial reporting as of April 30,
2008.





Changes
in Internal Control over Financial Reporting




There
have been no changes in the Company’s internal control over financial reporting
during the most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.




Item 9B.
OTHER INFORMATION.





There
were no matters required to be disclosed by the Company in a report on Form 8-K
during the Company's fourth fiscal quarter of the year ended April 30, 2008 that
were not reported.








27





Part
III





Item 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.





(a)Names of Directors, Age as of June 30, 2008 and Principal
      Occupation
            
            Director
      SinceJean
      Bernhard Buttner* (73). Chairman of the Board, President,
    and
            
            1982Chief
      Executive Officer of the Company and Arnold Bernhard & Co.,
      Inc.Chairman
      of the Board and President of each of the Value Line Funds
      untilJune
      2008.Herbert
      Pardes, MD (74). President and CEO of New York-
    Presbyterian
            
            2000Hospital.Dr.
      Edgar A. Buttner (45). Instructor and Researcher, McLean Hospital, since
      2002;
            
            2003Postdoctoral
      Fellow, Research Associate, Harvard University 2003 -
2007;Postdoctoral
      Fellow, Massachusetts Institute of Technology, 1997 - 2001; MD
      andPhD,
      Columbia University; Director of Arnold Bernhard & Co., Inc. Dr.
      Buttner isthe
      son of Jean Bernhard Buttner.Edward
      J. Shanahan (64). President and Headmaster, Choate Rosemary
      Hall
            
            2004(boarding
      school); Director and Chairman, Foundation for Greater
      Opportunity(independent
      educational foundation).Marion
      N. Ruth (73). President, Ruth Realty.
            
            2005Janet
      Eakman (48). Private Investor; MBA, Harvard University Graduate School of
      Business Administration; BA, Princeton
      University. Mrs. Eakman is a daughter of Jean Bernhard
      Buttner.
            
            2007Howard
      A. Brecher* (54). Chief Legal Officer, Vice President and
      Secretary
            
            1992of
      the Company; Director, Vice President, Secretary, Treasurer
      andGeneral
      Counsel of Arnold Bernhard & Co., Inc.; Vice President and
      Secretaryof
      the Value Line Funds since June 2008.David
      T. Henigson* (50). Vice President of the Company; Director
    and
            
            1992Vice
      President of Arnold Bernhard & Co., Inc.; Chief Compliance
      Officer,Vice
      President and Secretary of each of the Value Line Funds and Chief
      ComplianceOfficer
      of the Company until June 2008.





* Member
of the Executive Committee





Except as
noted, the directors have held their respective positions for at least five
years.





(b)
            The
      information pertaining to Executive Officers is set forth in Part I under
      the caption


"Executive
Officers of the Registrant."


28


Audit
Committee





The
Company has a standing Audit Committee performing the functions described in
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, the members of which
are: Dr. Herbert Pardes, Edward J. Shanahan and Marion N. Ruth.





Audit Committee Financial
Expert





The Board
of Directors has determined that no member of the Audit Committee is an “audit
committee financial expert” (as defined in the rules and regulations of the
Securities and Exchange Commission). The Board of Directors believes that the
experience and financial sophistication of the members of the Audit Committee
are sufficient to permit the members of the Audit Committee to fulfill the
duties and responsibilities of the Audit Committee. All members of the Audit
Committee meet the Nasdaq Stock Market’s audit committee financial
sophistication requirements.





Code of
Ethics





The
Company has adopted a Code of Business Conduct and Code of Ethics that applies
to its principal executive officer, principal financial officer, all other
officers, and all other employees. The Code of Business Conduct and Code of
Ethics was amended as of July 19, 2007, and is available on the Company’s
Internet site.





Procedures for Shareholders
to Nominate Directors





There
have been no material changes to the procedures by which shareholders of the
Company may recommend nominees to the Company's Board of Directors implemented
after the disclosure of those procedures contained in the proxy statement for
the Company's 2007 Annual Meeting of Shareholders.





Section 16(a)
Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act requires the Company's executive officers and
directors, and persons who own more than ten percent of a registered class of
the Company’s equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission.
Executive officers, directors and greater than ten percent shareowners are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Forms 3, 4 and 5 they file.





Based on
the Company's review of the copies of such forms that it has received and
written representations from certain reporting persons confirming that they were
not required to file Forms 5 for specified fiscal years, the Company believes
that all its executive officers, directors and greater than ten percent
beneficial owners complied with applicable SEC filing requirements during fiscal
2008.





Item 11.
EXECUTIVE COMPENSATION.





The
information required in response to this Item is incorporated by reference from
the section entitled “Compensation of Directors and Executive Officers” in the
Company’s Proxy Statement for the 2008 Annual Meeting of
Shareholders.


29


Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.





The
following table sets forth information as of June 30, 2008 as to shares of the
Company's Common Stock held by persons known to the Company to be the beneficial
owners of more than 5% of the Company's Common Stock.





Name and Address
            
            Number of Shares
            
            Percentage of Sharesof Beneficial Owner
            
            Beneficially Owned
            
            Beneficially Owned1Arnold
      Bernhard & Co., Inc.1
            
            
            8,633,733
            
            
            86.5
            %220
      East 42nd StreetNew
      York, NY 10017




The
following table sets forth information as of June 30, 2008, with respect to
shares of the Company's Common Stock owned by each director of the Company, by
each executive officer listed in the Summary Compensation Table and by all
executive officers and directors as a group.





Name and Address
            
            Number of Shares
            
            Percentage of Sharesof Beneficial Owner
            
            Beneficially Owned
            
            Beneficially OwnedJean
      Bernhard Buttner
            
            
            100
            1,2
            
            *
            1,2Mitchell
      E. Appel
            
            
            200
            
            
            *Howard
      A. Brecher
            
            
            200
            
            
            *David
      T. Henigson
            
            
            150
            
            
            *Stephen
      R. Anastasio
            
            
            100
            
            
            *Edgar
      A. Buttner
            
            
            100
            
            
            *Janet
      Eakman
            
            
            100
            
            
            *Dr.
      Herbert Pardes
            
            
            100
            
            
            *Marion
      N. Ruth
            
            
            200
            
            
            *Edward
      J. Shanahan
            
            
            100
            
            
            *All
      directors and executive officers as a group (10 persons)
            
            
            1,350
            1,2
            
            *
            1,2





*Less
than one percent





Securities Authorized for
Issuance under Equity Compensation Plans





As of the
date of this Annual Report on Form 10-K, there were no securities of the Company
authorized for issuance under equity compensation plans.




1  Jean Bernhard Buttner, Chairman of
the Board, President and Chief Executive Officer of the Company, owns all of the
outstanding voting stock of Arnold Bernhard & Co., Inc. Substantially all of
the non-voting stock of Arnold Bernhard & Co., Inc. is held by members of
the Buttner family.
 2 Excludes 8,633,733 shares (86.5%
of the outstanding shares) owned by Arnold Bernhard & Co.,
Inc.


30


Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.





AB&Co.,
which owns 86.5% of the outstanding shares of the Company’s Common Stock,
utilizes the services of officers and employees of the Company to the extent
necessary to conduct its business. The Company and AB&Co. allocate costs for
office space, equipment and supplies and shared staff pursuant to a servicing
and reimbursement agreement. During the years ended April 30, 2008, 2007 and
2006, the Company was reimbursed $1,327,000, $1,100,000 and $918,000
respectively, for payments it made on behalf of and services it provided to
AB&Co. At April 30, 2008, accounts payable to affiliates included a payable
to AB&Co. of $130,000. At April 30, 2007, accounts receivable from
affiliates included a receivable from AB&Co. of $243,000. In addition, a
tax-sharing arrangement allocates the tax liabilities of the two companies
between them. The Company pays to AB&Co. an amount equal to the Company's
liability as if it filed separate tax returns. For the years ended April 30,
2008, 2007 and 2006, the Company made payments to AB&Co. for federal income
tax amounting to $12,460,000, $13,450,000 and $11,895,000, respectively. At
April 30, 2007 prepaid and refundable income taxes in the Consolidated Balance
Sheet included federal tax due from AB&Co. in the amount of $415,000. At
April 30, 2006 accrued taxes payable included a federal tax liability owed to
AB&Co. in the amount of $449,000.





The
Company acts as investment adviser and manager for fourteen open-end investment
companies, the Value Line Funds. The Company earns investment management fees
based upon the average daily net asset values of the respective funds. VLS
receives service and distribution fees under rule 12b-1 of the Investment
Company Act of 1940 from certain Value Line Funds for which Value Line, Inc. is
the adviser. For certain periods prior to December 2004, VLS earned brokerage
commission income on securities transactions executed by VLS on behalf of the
funds that were cleared on a fully disclosed basis through non-affiliated
brokers, who received a portion of the gross commission. For the years ended
April 30, 2008, 2007 and 2006, investment management fees, service and
distribution fees and brokerage commission income amounted to $31,644,000,
$30,026,000 and $31,378,000, respectively, after fee waivers. These amounts
include service and distribution fees of $7,113,000, $7,299,000 and $9,915,000,
respectively. The related receivables from the funds for management advisory
fees and service and distribution fees included in Receivable from affiliates
were $2,557,000, and $2,534,000 at April 30, 2008 and 2007,
respectively.




For any
transaction required to be disclosed in Item 404(a) of Regulation S-K, the
Company’s policy and procedure is to have such transactions reviewed by the full
Board of Directors for approval.The
Company's written Code of Business Conduct and Ethics prohibits activities that
present conflicts of interest between the personal interest of an officer,
director or employee and the interests of the Company. The Company's policy and
procedure with respect to approval of related party transactions is not in
writing but, in the Company's view, is a logical extension of the Code of
Business Conduct and Ethics since it provides a mechanism for assuring that
transactions with related parties do not compromise the interests of the
Company.  Transactions covered for the fiscal year ended April 30,
2008 include shared taxes that are paid by the Company to the Parent and shared
services such as overhead and personnel costs that are charged to the Parent
company.  The amounts are disclosed in the financial footnotes #3
(Related Party Transactions) and #6 (Taxes).


Director
Independence





The
information required with respect to director independence and related matters
is incorporated by reference from the section entitled “Compensation of
Directors and Executive Officers” in the Company’s Proxy Statement for the 2008
Annual Meeting of Shareholders.





Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.





Audit and
Non-Audit Fees





The
following table illustrates for the fiscal years ended April 30, fees paid to
the Company’s independent auditor, Horowitz & Ullmann, for services
provided:





2008
            
            2007Audit
      fees
            
            $
            150,255
            
            $
            146,450Audit-related
      fees
            
            $
            12,775
            
            $
            16,810Tax
      fees
            
            $
            93,047
            
            $
            146,105All
      other fees
            
            $
            0
            
            $
            0





Audit
Committee Pre-Approval Policies and Procedures





The Audit
Committee of the Company's Board of Directors approves all services provided by
Horowitz & Ullmann, prior to the provision of those services and has not
adopted any specific pre-approval policies and procedures.




31


Part
IV





Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.





(a) 1.
Financial Statements See Part
II Item 8.




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





(b)
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 is
      incorporated by reference to the Annual Report on Form 10-K for the year
      ended April 30, 1990 filed 7/18/1990, SEC file # 000-11306, refiled with
      Amended Annual Report on Form 10K-A for the year ended April 30, 2008
      filed 6/5/2009.10.8
              
              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, 2002, including Amendment dated 7/10/2002, First
      Amendment dated 4/24/2003, Second Amendment dated 5/1/2003, Third
      Amendment (A) dated 3/28/2005, Third Amendment (B) dated 6/26/2007,
      incorporated by reference to the Amended Annual Report on Form 10K-A for
      the year ended April 30, 2008 filed
  6/5/2009.10.13
              
              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 filed 6/17/1994, SEC file #
  000-11306.10.14
              
              Lease
      amendment dated September 14, 2000 was filed on amended Form 10-K dated
      8/17/2001; lease amendment dated  January 19, 2006 was filed on
      Form 10-K dated 7/28/2006 , and lease amendment dated April 23, 2007 was
      filed on Form 10-K dated 7/20/2007.14
              
              Code
      of Business Conduct and Code of Ethics incorporated by reference to
      Exhibit 14 to the Form 8-K filed on
      December 1, 2004 and as amended July 19, 200721
              
              Subsidiaries
      of the Registrant.31
              
              Rules
      13a-14(a) and 15d-14(a) Certifications.32
              
              Section
      1350 Certifications.









32




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, 2008, to be signed on its behalf by the undersigned, there
unto duly authorized.





VALUE
      LINE, INC.(Registrant)By:
            s/
      Jean Bernhard ButtnerJean
      Bernhard ButtnerChairman
      & Chief Executive Officer
              (Principal
      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 ButtnerJean
      Bernhard ButtnerChairman
      & Chief Executive Officer
              (Principal
      Executive Officer)By:
            s/
      Mitchell E. AppelMitchell
      E. AppelChief
      Financial Officer
              (Principal
      Financial Officer)





Dated:
June 5, 2009


33




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the undersigned on behalf of the Registrant as Directors of the
Registrant.





s/
      Jean Bernhard Buttner
            
            s/
      Howard A. BrecherJean
      Bernhard Buttner
            
            Howard
      A. Brechers/
      Edgar A. Buttner
            
            s/
      Marion N. RuthEdgar
      A. Buttner
            
            Marion
      N. Ruths/
      Edward J. Shanahan
            
            s/
      David T. HenigsonEdward
      J. Shanahan
            
            David
      T. Henigsons/
      Janet Eakman
            
            s/
      Herbert PardesJanet
      Eakman
            
            Dr.
      Herbert Pardes




Dated:
June 8, 2009


34


H O R O W I T Z  &  U L
L M A N N,  P. C.
 C e r t i
f i e d  P u b l i c  A c c o u n t a n t s
 Report of Independent
Accountants
 To the
Board of Directors
 and
Shareholders of
 Value
Line, Inc.
 
 We have
audited the accompanying consolidated balance sheets of Value Line, Inc. and
Subsidiaries as of April 30, 2008 and 2007 and the related consolidated
statements of income, changes in shareholders’ equity, and cash flows for each
of the three years in the period ended April 30, 2008. Value Line’s management
is responsible for these financial statements. Our responsibility is to express
an opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Value Line, Inc. and Subsidiaries
at April 30, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the three-year period ended April 30, 2008, in
conformity with accounting principles generally accepted in the United States of
America.
 
 
 New York,
NY
 July 17,
2008
   35


Part II


Item 8.


Value Line, Inc.


Consolidated Balance
Sheets


(in thousands, except share
amounts)





April
30,
            
            April
30,2008
            
            2007AssetsCurrent
      Assets:Cash
      and cash equivalents (including short terminvestments
      of $8,159 and $20,165, respectively)
            
            $
            8,955
            
            $
            20,605Trading
      securities
            
            
            19,857
            
            
            15,849Securities
      available for sale
            
            
            97,043
            
            
            76,822Accounts
      receivable, net of allowance for doubtful accounts
      of $107 and $88, respectively
            
            
            2,733
            
            
            3,929Receivable
      from affiliates
            
            
            2,445
            
            
            2,794Prepaid
      expenses and other current assets
            
            
            1,048
            
            
            1,588Prepaid
      and refundable income taxes
            
            
            0
            
            
            510Deferred
      income taxes
            
            
            155
            
            
            139Total
      current assets
            
            
            132,236
            
            
            122,236Long
      term assets:Property
      and equipment, net
            
            
            4,709
            
            
            4,923Capitalized
      software and other intangible assets, net
            
            
            1,008
            
            
            1,804Total
      long term assets
            
            
            5,717
            
            
            6,727Total
      assets
            
            $
            137,953
            
            $
            128,963Liabilities
      and Shareholders' EquityCurrent
      Liabilities:Accounts
      payable and accrued liabilities
            
            $
            5,135
            
            $
            5,316Accrued
      salaries
            
            
            1,471
            
            
            1,545Dividends
      payable
            
            
            2,995
            
            
            2,995Accrued
      taxes payable
            
            
            129
            
            
            0Unearned
      revenue
            
            
            26,610
            
            
            28,552Deferred
      income taxes
            
            
            7,839
            
            
            8,654Total
      current liabilities
            
            
            44,179
            
            
            47,062Long
      term liabilities:Unearned
      revenue
            
            
            5,920
            
            
            5,948Deferred
      charges
            
            
            0
            
            
            381Total
      long term liabilities
            
            
            5,920
            
            
            6,329Shareholders'
      Equity:Common
      stock, $.10 par value; authorized 30,000,000 shares;
      issued 10,000,000 shares
            
            
            1,000
            
            
            1,000Additional
      paid-in capital
            
            
            991
            
            
            991Retained
      earnings
            
            
            70,954
            
            
            57,383Treasury
      stock, at cost (18,400 shares on 4/30/08and
      4/30/07)
            
            
            (354
            )
            
            (354
            )Accumulated
      other comprehensive income, net of tax
            
            
            15,263
            
            
            16,552Total
      shareholders' equity
            
            
            87,854
            
            
            75,572Total
      liabilities and shareholders' equity
            
            $
            137,953
            
            $
            128,963





See
independent auditor's report and accompanying notes to the consolidated
financial statements.





36




Part II
 Item 8.
 
 Value Line, Inc.
 Consolidated Statements of
Income
 (in thousands, except per share
amounts)
 
 Years
      ended April 30,2008
              
              2007
              
              2006Revenues:Investment
      periodicals andrelated
      publications
              
              $
              42,791
              
              $
              45,619
              
              $
              47,703Licensing
      fees
              
              
              7,066
              
              
              6,861
              
              
              5,016Investment
      management fees & services
              
              
              32,821
              
              
              31,155
              
              
              32,467Total
      revenues
              
              
              82,678
              
              
              83,635
              
              
              85,186Expenses:Advertising
      and promotion
              
              
              13,863
              
              
              14,628
              
              
              13,671Salaries
      and employee benefits
              
              
              18,594
              
              
              18,409
              
              
              19,025Production
      and distribution
              
              
              6,251
              
              
              6,981
              
              
              7,073Office
      and administration
              
              
              9,520
              
              
              7,981
              
              
              10,237Total
      expenses
              
              
              48,228
              
              
              47,999
              
              
              50,006Income
      from operations
              
              
              34,450
              
              
              35,636
              
              
              35,180Income
      from securities transactions, net
              
              
              6,294
              
              
              4,867
              
              
              3,869Income
      before income taxes
              
              
              40,744
              
              
              40,503
              
              
              39,049Provision
      for income taxes
              
              
              15,194
              
              
              15,896
              
              
              15,610Net
      income
              
              $
              25,550
              
              $
              24,607
              
              $
              23,439Earnings
      per share, basic & fully diluted
              
              $
              2.56
              
              $
              2.47
              
              $
              2.35Weighted
      average number of common shares
              
              
              9,981,600
              
              
              9,981,600
              
              
              9,981,600
 
 See
independent auditor's report and accompanying notes to the consolidated
financial statements.




37




Part II


Item 8.


Value Line, Inc.


Consolidated Statements of Cash
Flows


(in thousands)





Years
      ended April 30,2008
            
            2007
            
            2006Cash flows from operating
      activities:Net
      income
            
            $
            25,550
            
            $
            24,607
            
            $
            23,439Adjustments
      to reconcile net income to net cash provided
      by operating activities:Depreciation
      and amortization
            
            
            1,619
            
            
            2,063
            
            
            2,275Realized
      gains on sales of securities
            
            
            (2,792
            )
            
            (2,164
            )
            
            (2,430
            )Unrealized
      (gains)/losses on sales of securities
            
            
            (82
            )
            
            112
            
            
            217Loss
      on disposal of fixed assets
            
            
            —
            
            
            —
            
            
            139Deferred
      income taxes
            
            
            (151
            )
            
            (138
            )
            
            (204
            )Changes
      in assets and liabilities:Proceeds
      from sales of trading securities
            
            
            —
            
            
            15,000
            
            
            —Purchases
      of trading securities
            
            
            (3,926
            )
            
            (8,471
            )
            
            (4,364
            )(Decrease)
      in unearned revenue
            
            
            (1,970
            )
            
            (3,226
            )
            
            (2,366
            )(Decrease)/increase
      in deferred charges
            
            
            160
            
            
            (64
            )
            
            (84
            )(Decrease)/increase
      in accounts payable and accrued expenses
            
            
            (722
            )
            
            (806
            )
            
            1,939Increase/(decrease)
      in accrued salaries
            
            
            (74
            )
            
            50
            
            
            248Increase/(decrease)
      in accrued taxes payable
            
            
            129
            
            
            (532
            )
            
            560(Increase)/decrease
      in prepaid expenses and othercurrent
      assets
            
            
            560
            
            
            (481
            )
            
            (149
            )Decrease
      in prepaid and refundable income taxes
            
            
            510
            
            
            —
            
            
            —Decrease/(increase)
      in accounts receivable
            
            
            1,196
            
            
            (892
            )
            
            59(Increase)/decrease
      in receivable from affiliates
            
            
            349
            
            
            123
            
            
            (360
            )Total
      adjustments
            
            
            (5,194
            )
            
            574
            
            
            (4,520
            )Net cash provided by operating
      activities
            
            
            20,356
            
            
            25,181
            
            
            18,919Cash
      flows from investing activities:Proceeds
      from sales of equity securities
            
            
            2,793
            
            
            2,065
            
            
            2,430Purchase
      of equity securities
            
            
            (4,231
            )
            
            (2,280
            )
            
            (2,467
            )Proceeds
      from sales of fixed income securities
            
            
            9,622
            
            
            10,825
            
            
            9,650Purchases
      of fixed income securities
            
            
            (27,602
            )
            
            (18,742
            )
            
            (8,249
            )Acquisition
      of property and equipment
            
            
            (265
            )
            
            (52
            )
            
            (218
            )Expenditures
      for capitalized software
            
            
            (344
            )
            
            (743
            )
            
            (724
            )Net cash provided by/(used in)
      investing activities
            
            
            (20,027
            )
            
            (8,927
            )
            
            422Cash
      flows from financing activities:Dividends
      paid
            
            
            (11,979
            )
            
            (10,980
            )
            
            (9,981
            )Net cash used in financing
      activities
            
            
            (11,979
            )
            
            (10,980
            )
            
            (9,981
            )Net
      increase/(decrease) in cash and cash equivalents
            
            
            (11,650
            )
            
            5,274
            
            
            9,360Cash and cash equivalents at
      beginning of year
            
            
            20,605
            
            
            15,331
            
            
            5,971Cash and cash equivalents at
      end of year
            
            $
            8,955
            
            $
            20,605
            
            $
            15,331





See
independent auditor's report and accompanying notes to the consolidated
financial statements.




38




Part II


Item 8.





VALUE LINE, INC.


CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY


FOR THREE YEARS ENDED APRIL 30, 2008,
2007 & 2006


(in thousands, except share
amounts)








Common stock
            
            
            
            
            
            
            
            
            
            
            
            AccumulatedNumber
            
            Par
            
            Additional
            
            
            
            
            
            
            
            Otherof
            
            Value
            
            paid-in
            
            Treasury
            
            Comprehensive
            
            Retained
            
            Comprehensiveshares
            
            Amount
            
            capital
            
            Stock
            
            income
            
            earnings
            
            income
            
            TotalBalance
      at April 30, 2005
            
            
            9,981,600
            
            $
            1,000
            
            $
            991
            
            $
            (354
            )
            
            
            
            $
            30,798
            
            $
            11,708
            
            $
            44,143Comprehensive
      incomeNet
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            23,439
            
            
            23,439
            
            
            
            
            
            23,439Other
      comprehensive income,net
      of tax:Change
      in unrealized gains on securities, net of taxes
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            4,334
            
            
            
            
            
            4,334
            
            
            4,334Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            27,773Dividends
      declared
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (9,981
            )
            
            
            
            
            (9,981
            )Balance
      at April 30, 2006
            
            
            9,981,600
            
            $
            1,000
            
            $
            991
            
            $
            (354
            )
            
            
            
            $
            44,256
            
            $
            16,042
            
            $
            61,935Comprehensive
      incomeNet
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            24,607
            
            
            24,607
            
            
            
            
            
            24,607Other
      comprehensive income, net
      of tax:Change
      in unrealized gains on securities, net of
      taxes
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            510
            
            
            
            
            
            510
            
            
            510Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            25,117Dividends
      declared
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (11,480
            )
            
            
            
            
            (11,480
            )Balance
      at April 30, 2007
            
            
            9,981,600
            
            $
            1,000
            
            $
            991
            
            $
            (354
            )
            
            
            
            $
            57,383
            
            $
            16,552
            
            $
            75,572Comprehensive
      incomeNet
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            25,550
            
            
            25,550
            
            
            
            
            
            25,550Other
      comprehensive income, net of tax:Change
      in unrealized gains on securities, net of
      taxes
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,289
            )
            
            
            
            
            (1,289
            )
            
            (1,289
            )Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            24,261Dividends
      declared
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (11,979
            )
            
            
            
            
            (11,979
            )Balance
      at April 30, 2008
            
            
            9,981,600
            
            $
            1,000
            
            $
            991
            
            $
            (354
            )
            
            
            
            $
            70,954
            
            $
            15,263
            
            $
            87,854




See
      independent auditor's report and accompanying notes to the consolidated
      financial statements.





39






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 the State of New York. The
Company's primary businesses are producing investment related periodical
publications and data, licensing certain Value Line trademarks and Value Line
proprietary ranking system information to third parties under written agreements
for use in third party managed and marketed investment products, providing
investment management services to the Value Line Funds, institutions and
individual accounts and providing distribution, marketing, and administrative
services to the Value Line Funds. The name "Value Line" as used to describe the
Company, its products, and its subsidiaries, is a registered trademark 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:


Depending
upon the product, subscriptions fulfillment is available in print, via internet
access, and CD-ROM. The length of a subscription varies by product and offer
received by the subscriber. Generally, subscriptions are available as trial
subscriptions, annual subscriptions and/or multi-year subscriptions.
Subscription revenues are recognized on a straight line basis over the life of
the subscription. Accordingly, the amount of subscription fees to be earned by
fulfilling subscriptions after the date of the balance sheet is shown as
unearned revenue within current and long-term liabilities. Changes in unearned
revenue generally indicate the trend for subscription revenues over the
following year as the current portion of deferred revenue is expected to be
recognized as revenue within 12 months.


Licensing
revenues are derived from licensing certain Value Line trademarks and Value Line
proprietary ranking system information to third parties under written agreements
for use in selecting securities for third party marketed products, including
unit investment trusts, closed-end fund products and exchange traded funds.
Value Line earns an asset based licensing fee as specified in the individual
licensing agreements. Revenue is recognized monthly over the term of the
agreement and will fluctuate as the market value of the underlying portfolio
increases or decreases in value.


Investment
management fees consist of management fees from the Value Line Mutual Funds
("Value Line Funds"), and from asset management clients. Investment management
fees for the mutual funds are earned on a monthly basis as services are
performed and the fee is calculated based on average daily net assets of the
mutual funds in accordance with each fund's advisory agreement. Investment
management fees for the asset management accounts are earned on a monthly basis
as services are performed and the fee is calculated on assets in accordance with
each of the management agreements (see note 3).


Service
and distribution fees are received from the Value Line Funds in accordance with
service and distribution plans under rule 12b-1 of the Investment Company Act of
1940. The plans are compensation plans, which means that the distributor’s fees
under the plans are payable without regard to actual expenses incurred by the
distributor, which means the distributor may earn a profit under the plan.
Expenses incurred by Value Line Securities, Inc. ("VLS") include payments to
securities dealers, banks, financial institutions and other organizations
(including an allocation of VLI expenses), that provide distribution, marketing,
and administrative services with respect to the distribution of the mutual
funds’ shares. Service and distribution fees are received on a monthly basis and
calculated on the average daily net assets of the respective mutual fund in
accordance with each fund prospectus (see note 3).





Valuation
of Securities:


The
Company's securities classified as available for sale consist of shares of the
Value Line Funds and government debt securities accounted for in accordance with
Statement of Financial Accounting Standards No.115, "Accounting for Certain
Investments in Debt and Equity Securities". The securities available for sale
and trading securities reflected in the consolidated financial statements at
fair value are valued at market with unrealized gains and losses on these
securities reported, net of applicable taxes, as a separate component of
Shareholders' Equity. Realized gains and losses on sales of the securities
available for sale are recorded in earnings on trade date and are determined on
the identified cost method.





The
Company classifies its securities available for sale as current assets. It does
so to properly reflect its liquidity and to recognize the fact that it has
assets available for sale to fully satisfy its current liabilities should the
need arise.


Market
valuation of securities listed on a securities exchange is based on the closing
sales prices on the last business day of each month. Valuation of open-end
mutual fund shares is based upon the publicly quoted net asset value of the
shares. The market value of the Company's fixed maturity government debt
obligations are determined utilizing publicly quoted market prices.


In September 2006, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards No. 157, "Fair
Value Measurements" (SFAS No. 157). SFAS No. 157 defines fair value, establishes
a framework for measuring fair value in accordance with generally accepted
accounting principles and expands disclosure about fair value measurements. SFAS
No. 157 is effective for fiscal years beginning after November 15, 2007.
Management is currently evaluating the impact the adoption of SFAS No. 157 will
have on the Company's financial statement disclosures.







40
 
  Value Line,
Inc.
 Notes to Consolidated Financial
Statements


Advertising
expenses: The Company expenses advertising costs as incurred.





Reclassification:
Certain items in the prior year financial statements have been reclassified to
conform to the current year presentation.





Income
Taxes:





The
Company computes its income tax provision in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes". Deferred tax liabilities and assets are recognized for the expected
future tax consequences of events that have been reflected in the Consolidated
Financial Statements. Deferred tax liabilities and assets are determined based
on the differences between the book values and the tax bases of particular
assets and liabilities, using tax rates currently in effect for the years in
which the differences are expected to reverse.




In July
2006, the Financial Accounting Standards Board issued Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
Statement No. 109" (the "Interpretation" or "FIN 48"). The Interpretation
establishes for all entities, a minimum threshold for financial statement
recognition of the benefit of positions taken in filing tax returns (including
whether an entity is taxable in a particular jurisdiction), and requires certain
expanded tax disclosures. The Interpretation is effective for fiscal years
beginning after December 15, 2006, and is to be applied to all open tax years as
of the date of effectiveness. As of April 30, 2008, management has reviewed the
tax positions for the years still subject to tax audit under the statute of
limitations, evaluated the implications of FIN 48, and determined that there is
no impact to the Company's financial statements at this time.





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, 2008 and 2007, cash equivalents included $8,159,000 and
$19,868,000, respectively, invested in the Value Line Cash fund.





Use of
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.





Note 2-Supplementary Cash Flow
Information:





Cash
payments for income taxes were $15,036,000, $16,928,000, and $15,156,000 in
fiscal 2008, 2007, and 2006, respectively. Interest payments of $36,000 and
$11,000 were made in fiscal 2007, and 2006, respectively. There were no interest
payments in fiscal 2008.





Note 3-Related Party
Transactions:





The
Company acts as investment adviser and manager for fourteen open-end investment
companies, the Value Line Funds. The Company earns investment management fees
based upon the average daily net asset values of the respective Value Line
Funds. Service and distribution fees are received from the Value Line Funds in
accordance with service and distribution plans under rule 12b-1 of the
Investment Company Act of 1940. The plans are compensation plans, which means
that the distributor’s fees under the plans are payable without regard to actual
expenses incurred by the distributor, which means the distributor may earn a
profit under the plan. Expenses incurred by VLS include payments to securities
dealers, banks, financial institutions and other organizations which provide
distribution, marketing, and administrative services (including payments by VLS
to VLI for allocated compensation and administration expenses) with respect to
the distribution of the mutual funds’ shares. Service and distribution fees are
received on a monthly basis and calculated on the average daily net assets of
the respective mutual fund in accordance with each fund's
prospectus.


For the
twelve months ended April 30, 2008, 2007, and 2006 investment management fees
and 12b-1 service and distribution fees amounted to $31,644,000, $30,026,000 and
$31,378,000, respectively, which included fee waivers for certain of the Value
Line Funds. These amounts included service and distribution fees of $7,113,000,
$7,299,000 and $9,915,000 earned by VLS in fiscal years 2008, 2007, and 2006,
respectively. The related receivables from the funds for investment management
fees and service and distribution fees included in Receivables from affiliates
were $2,557,000, and $2,534,000 at April 30, 2008 and April 30, 2007,
respectively.
 For the
twelve months ended April 30, 2008, 2007, and 2006 total management fee waivers
were $226,000, $250,000, and $40,000, respectively, and service and distribution
fee waivers were $3,774,000, $3,127,000, and $282,000, respectively. The Company
and its subsidiary, VLS, have no right to recoup the previously waived amounts
of management fees and 12b-1 fees.


41
 
 Value Line,
Inc.
 Notes to Consolidated Financial
Statements





As of
April 30, 2008, the Company had $51,870,000 invested in the Value Line equity
funds and $8,159,000 in the Value Line Cash Fund. Combined, this represents
approximately 1.6% of total fund assets at April 30, 2008. Purchases and
redemptions routinely occur in the Value Line Cash Fund as part of business
operations.


For the
years ended April 30, 2008, 2007 and 2006, the Company was reimbursed
$1,327,000, $1,100,000 and $918,000, respectively, for payments it made on
behalf of and services it provided to the Parent. At April 30, 2008, Receivables
from affiliates were reduced by a Payable to the Parent in the amount of
$130,000. At April 30, 2007, Receivables from affiliates included a Receivable
from the Parent of $243,000.


For the
years ended April 30, 2008, 2007, and 2006, the Company made payments to the
Parent for federal income tax amounting to $12,460,000, $13,450,000 and
$11,895,000, respectively. At April 30, 2008, accrued taxes payable included a
federal tax liability owed to the Parent in the amount of $164,000. At April 30,
2007, prepaid and refundable income taxes in the Consolidated Balance sheet
included $415,000 due from the Parent. These transactions are in accordance with
the tax sharing arrangement described in Note 6.


From time
to time, Arnold Bernhard & Co., Inc. (the "Parent") has purchased additional
shares of the Company in the market when and as the Parent has determined it to
be appropriate. As stated several times in the past, the public is reminded that
the Parent may make additional purchases from time to time in the future. For
the quarter ended January 31, 2008, the Parent purchased 2,701 shares in the
market at an average cost of $39.88 per share. The Parent owns approximately
86.5% of the issued and outstanding common stock of the Company.





Note
4-Investments:





Securities
held by the Company are classified as Trading Securities and Available-for-Sale
Securities. All securities held in VLS, as a broker/dealer, are classified as
trading securities. Securities held by the Company and its other subsidiaries,
are classified as available-for-sale securities.




Trading
Securities:





Trading
securities held by the Company at April 30, 2008 had an aggregate cost of
$20,042,000 and a market value of $19,857,000. Trading securities held by the
Company at April 30, 2007 had an aggregate cost of $16,115,000 and a market
value of $15,849,000. There were no sales of trading securities during the
fiscal year ended April 30, 2008. The proceeds from sales of trading securities
during the fiscal year ended April 30, 2007 were $15,000,000 and the related net
realized trading gains amounted to $243,000. There were no realized trading
gains or losses during fiscal year 2006. The net changes in unrealized gains or
losses for the periods ended April 30, 2008, 2007 and 2006, of $82,000 gain,
$178,000 loss, and $88,000 loss, respectively, were included in the Consolidated
Statement of Income.





Securities Available for
Sale


Equity
Securities:





The
aggregate cost of the equity securities classified as available for sale, which
consist of investments in the Value Line Funds, was $28,149,000 and the market
value was $51,870,000 at April 30, 2008. The aggregate cost of the equity
securities classified as available for sale, which consist of investments in the
Value Line Funds, was $23,917,000 and the market value was $49,719,000 at April
30, 2007. The total gains for equity securities with net gains included in
Accumulated Other Comprehensive Income on the Consolidated Balance Sheet are
$23,972,000 and $25,859,000, net of deferred taxes of $8,438,000 and $9,102,000,
as of April 30, 2008 and 2007, respectively. The total losses for equity
securities with net losses included in Accumulated Other Comprehensive Income on
the Consolidated Balance Sheet are $251,000, net of deferred tax benefit of
$89,000, as of April 30, 2008. The total losses for equity securities with net
losses included in Accumulated Other Comprehensive Income on the Consolidated
Balance Sheet are $58,000, net of deferred tax benefit of $20,000, as of April
30, 2007.


The decrease in gross unrealized gains on these
securities of $2,081,000, net of deferred taxes of $732,000 and the increase in
gross unrealized gains on these securities of $792,000, net of deferred taxes of
$279,000, were included in Shareholders' Equity at April 30, 2008 and 2007,
respectively.


Realized capital gains from the sales of securities
classified as available for sale were $2,793,000, $2,065,000 and $2,430,000 of
which $2,793,000, $2,065,000 and $2,355,000 of capital gains were reclassified
out of Accumulated Other Comprehensive Income into earnings during fiscal years
ended April 30, 2008, 2007, and 2006, respectively. The proceeds from sales of
securities including capital gain distributions reinvested in the Value Line
Funds during the fiscal years ended April 30, 2008, 2007, and 2006 were
$2,793,000, $2,065,000 and $2,430,000, respectively.


42
 
  Value Line,
Inc.


Notes to Consolidated Financial
Statements




Government Debt
Securities:





Government
debt securities consist of federal, state, and local government securities
within the United States. The Company's investments in debt securities are
classified as available for sale and valued at market value. The aggregate cost
and fair value at April 30, 2008 for government debt securities classified as
available for sale were as follows:





(In
      Thousands)Historical
            
            
            
            Gross
      UnrealizedMaturity
            
            Cost
            
            Fair
      Value
            
            Holding
      LossesDue
      in less than 2 years
            
            $
            24,261
            
            $
            23,921
            
            $
            (340
            )Due
      in 2 years or more
            
            
            21,079
            
            
            21,252
            
            
            173Total
      investment in government debt securities
            
            $
            45,340
            
            $
            45,173
            
            $
            (167
            )





The
      aggregate cost and fair value at April 30, 2007 for government debt
      securities classified as available for sale were as
    follows:




(In
      Thousands)Historical
            
            
            
            Gross UnrealizedMaturity
            
            Cost
            
            Fair Value
            
            Holding LossesDue
      in less than 2 years
            
            $
            9,504
            
            $
            9,324
            
            $
            (180
            )Due
      in 2 years or more
            
            
            17,857
            
            
            17,779
            
            
            (78
            )Total
      investment in government debt securities
            
            $
            27,361
            
            $
            27,103
            
            $
            (258
            )





The
unrealized losses of $167,000 and $258,000 in government debt securities net of
deferred income tax benefits of $59,000 and $91,000, respectively, were included
in Accumulated Other Comprehensive Income on the Consolidated Balance Sheets as
of April 30, 2008 and 2007, respectively. During fiscal year 2006, the Company
reclassified $18,038,000 of government debt securities from the classification
of available for sale to trading securities that resulted in the recognition and
reclassification of an unrealized loss of $129,000 from Accumulated Other
Comprehensive Income to the Consolidated Statement of Income. During fiscal year
2007, $66,000 of this loss was reclassified from unrealized to realized upon
maturity of the debt obligation.


The
average yield on the Government debt securities classified as available for sale
at April 30, 2008 and April 30, 2007 was 2.91% and 3.54%,
respectively.


Proceeds
from sales of government debt securities classified as available for sale during
fiscal years 2008, 2007, and 2006 were $9,620,000, $10,825,000 and $9,650,000,
respectively. In fiscal 2007, the related loss on sales of $78,000 was
reclassified from Accumulated Other Comprehensive Income in the Balance Sheet to
the Consolidated Statement of Income. There were no related gains or losses on
sales of government debt securities during fiscal 2006.


For the
years ended April 30, 2008, 2007, and 2006, income from securities transactions
also included $909,000, $971,000, and $483,000 of dividend income; $2,510,000,
$1,879,000, and $1,361,000 of interest income. In fiscal 2007 and 2006 income
from securities transactions also included $36,000 and $11,000 of related
interest expense, respectively. There was no interest expense paid in fiscal
2008.





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.





Property
      and equipment consist of the
following:




April
      30,2008
            
            2007(in
      thousands)Land
            
            $
            726
            
            $
            726Building
      and leasehold improvements
            
            
            7,283
            
            
            7,284Furniture
      and equipment
            
            
            10,917
            
            
            10,70618,926
            
            
            18,716Accumulated
      depreciation and amortization
            
            
            (14,217
            )
            
            (13,793
            )$
            4,709
            
            $
            4,923





43


Value Line,
Inc.
 Notes to Consolidated Financial
Statements


Note 6-Federal, State and Local
Income Taxes:





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




The
provision for income taxes includes the following:





Year
      ended April 30,2008
            
            2007
            
            2006(in
      thousands)Current:Federal
            
            $
            12,570
            
            $
            12,575
            
            $
            12,486State
      and local
            
            
            2,775
            
            
            3,459
            
            
            3,32815,345
            
            
            16,034
            
            
            15,814Deferred:Federal
            
            
            (115
            )
            
            (87
            )
            
            (148
            )State
      and local
            
            
            (36
            )
            
            (51
            )
            
            (56
            )(151
            )
            
            (138
            )
            
            (204
            )Provision
      for income taxes
            
            $
            15,194
            
            $
            15,896
            
            $
            15,610





Deferred
income 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)/assets is as follows:





Year
      ended April 30,2008
            
            2007(in
      thousands)Unrealized
      gains on securities held for sale
            
            $
            (8,291
            )
            $
            (8,991
            )Unrealized
      gains/losses on trading securities
            
            
            87
            
            
            115Depreciation
      and amortization
            
            
            341
            
            
            185Deferred
      professional fees
            
            
            181
            
            
            216Deferred
      charges
            
            
            (36
            )
            
            (69
            )Other,
      net
            
            
            34
            
            
            29($7,684
            )
            
            ($8,515
            )





Included
in deferred income taxes in total current assets are deferred state and local
income taxes of $155,000 and $139,000 at April 30, 2008 and 2007, 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:





Year
      ended April 30,2008
            
            2007
            
            2006(in
      thousands)Tax
      expense at the U.S. statutory rate
            
            $
            14,260
            
            $
            14,176
            
            $
            13,667Increase
      (decrease) in tax expense from:State
      and local income taxes, net of federal
      income tax benefit
            
            
            1,780
            
            
            2,215
            
            
            2,127Effect
      of tax exempt income and dividend deductions
            
            
            (799
            )
            
            (455
            )
            
            (293
            )Other,
      net
            
            
            (47
            )
            
            (40
            )
            
            109Provision
      for income taxes
            
            $
            15,194
            
            $
            15,896
            
            $
            15,610





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.





44
 
 Value Line,
Inc.
 Notes to Consolidated Financial
Statements


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 on the salaries of eligible
employees and the amount of consolidated net operating income as defined in the
Plan. For the years ended April 30, 2008, 2007, and 2006 the Company contributed
$1,292,000, $1,197,000, and $1,244,000, respectively to the Plan.





Note 8-Lease
Commitments:





On June
4, 1993, the Company entered into a 15 year lease agreement to provide primary
office space. The lease includes free rental periods as well as scheduled base
rent escalations over the term of the lease. The lease was scheduled to expire
in May 2008 subject to an option granted to the Company to extend the term for 5
additional years at a market rental rate. 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 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. On April 23, 2007, the Company signed a lease amendment
that extended the primary office space lease to May 2013, which increased the
Company's future minimum lease payments. Future minimum payments, exclusive of
forecasted increases in real estate taxes and wage escalations, under operating
leases for equipment and office space, with remaining terms of one year or more,
are as follows:





Year
      ended April 30:
            
            (in
      thousands)2009
            
            $
            2,8202010
            
            
            2,9482011
            
            
            2,9482012
            
            
            2,948Thereafter
            
            
            3,194$
            14,858





Rental
expense for the years ended April 30, 2008, 2007 and 2006 under operating leases
covering office space was $2,858,000, $2,108,000, and $1,724,000,
respectively.




45


Value Line, Inc.
 Notes to Consolidated Financial
Statements


Note 9-Business
Segments:





The
Company operates two reportable business segments: Investment Periodicals,
Publishing & Licensing and Investment Management. The Investment
Periodicals, Publishing & Licensing segment produces investment related
periodical publications (retail and institutional) in both print and electronic
form, and includes licensing fees for Value Line proprietary ranking system
information and Value Line trademarks. The Investment Management segment
provides advisory services to the Value Line Funds, as well as institutional and
individual accounts. The segments are differentiated by the products and
services they offer. The accounting policies of the segments are the same as
those described in the summary of significant accounting policies. The Company
allocates all revenues and expenses, except for depreciation and income from
securities transactions related to corporate assets, between the two reportable
segments.





Disclosure
of Reportable Segment Profit and Segment Assets (in thousands)




April
      30, 2008InvestmentPeriodicals,Publishing
      &
            
            InvestmentLicensing
            
            Management
            
            TotalRevenues
      from external customers
            
            $
            49,857
            
            $
            32,821
            
            $
            82,678Intersegment
      revenues
            
            
            97
            
            
            -
            
            
            97Income
      from securities transactions
            
            
            230
            
            
            4,170
            
            
            4,400Depreciation
      and amortization
            
            
            1,543
            
            
            60
            
            
            1,603Segment
      profit from operations
            
            
            18,464
            
            
            16,002
            
            
            34,466Segment
      assets
            
            
            10,780
            
            
            76,671
            
            
            87,451Expenditures
      for segment assets
            
            
            604
            
            
            -
            
            
            604




April
      30, 2007InvestmentPeriodicals,Publishing
      &
            
            
            InvestmentLicensing
            
            
            Management
            
            
            TotalRevenues
      from external customers
            
            $
            52,480
            
            $
            31,155
            
            $
            83,635Intersegment
      revenues
            
            
            108
            
            
            -
            
            
            108Income
      from securities transactions
            
            
            233
            
            
            3,021
            
            
            3,254Depreciation
      and amortization
            
            
            1,963
            
            
            80
            
            
            2,043Segment
      profit from operations
            
            
            19,755
            
            
            15,901
            
            
            35,656Segment
      assets
            
            
            18,976
            
            
            80,581
            
            
            99,557Expenditures
      for segment assets
            
            
            715
            
            
            80
            
            
            795




April
      30, 2006InvestmentPeriodicals,Publishing
      &
            
            
            InvestmentLicensing
            
            
            Management
            
            
            TotalRevenues
      from external customers
            
            $
            52,719
            
            $
            32,467
            
            $
            85,186Intersegment
      revenues
            
            
            114
            
            
            -
            
            
            114Income
      from securities transactions
            
            
            62
            
            
            2,922
            
            
            2,984Depreciation
      and amortization
            
            
            2,169
            
            
            88
            
            
            2,257Segment
      profit from operations
            
            
            20,041
            
            
            15,158
            
            
            35,199Segment
      assets
            
            
            14,861
            
            
            81,762
            
            
            96,623Expenditures
      for segment assets
            
            
            933
            
            
            9
            
            
            942






46


Value Line, Inc.
 Notes to Consolidated Financial
Statements
 Reconciliation
      of Reportable Segment Revenues, Operating Profit and Assets
 (in
thousands)


2008
            
            
            2007
            
            
            2006RevenuesTotal
      revenues for reportable segments
            
            $
            82,775
            
            $
            83,743
            
            $
            85,300Elimination
      of intersegment revenues
            
            
            (97
            )
            
            (108
            )
            
            (114
            )Total
      consolidated revenues
            
            $
            82,678
            
            $
            83,635
            
            $
            85,186Segment
      profitTotal
      profit for reportable segments
            
            
            38,866
            
            $
            38,910
            
            $
            38,183Add:Income
      from securities transactions related to corporate
      assets
            
            
            1,894
            
            
            1,613
            
            
            884Less:Depreciation
      related to corporate assets
            
            
            (16
            )
            
            (20
            )
            
            (18
            )Income
      before income taxes
            
            $
            40,744
            
            $
            40,503
            
            $
            39,049AssetsTotal
      assets for reportable segments
            
            $
            87,451
            
            $
            99,556
            
            $
            96,623Corporate
      assets
            
            
            50,502
            
            
            29,407
            
            
            22,591Consolidated
      total assets
            
            $
            137,953
            
            $
            128,963
            
            $
            119,214




Note 10-Net
Capital:
 
 The
Company's wholly owned subsidiary, VLS, 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 or one-fifteenth of aggregate
indebtedness, if larger. At April 30, 2008, the net capital, as defined, of VLS
of $18,751,115 exceeded required net capital by $18,651,115 and the ratio of
aggregate indebtedness to net capital was .07 to 1.
 
 Note 11-Disclosure of Credit Risk of
Financial Instruments with Off Balance Sheet Risk:
 
 In the
normal course of business, the Company may enter into contractual commitments,
including 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, 2008 and
2007, the Company did not have any investment in financial futures contracts.
The Company limits its credit risk associated with such instruments by entering
into exchange traded future contracts.
 Other
than the Value Line Funds as explained in Note 3, no single customer accounted
for a significant portion of the Company's sales in fiscal 2008, 2007 or 2006,
nor for accounts receivable as of April 30, 2008 or 2007.
 
 Note 12-Comprehensive
Income:
 
 The
Company has adopted Financial Accounting Standards No. 130, "Reporting
Comprehensive Income". Statement No. 130 requires the reporting of comprehensive
income in addition to net income from operations. Comprehensive income is a more
inclusive financial reporting methodology that includes disclosure of certain
financial information that historically has not been recognized in the
calculation of net income.
 At April
30, 2008, 2007, and 2006, the Company held both equity securities and U.S.
Government debt securities that are classified as Available for Sale on the
Consolidated Balance Sheets. The change in valuation of these securities, net of
deferred income taxes, has been recorded in Accumulated Other Comprehensive
Income in the Company's Balance Sheets.




47




Value Line,
Inc.
 Notes to Consolidated Financial
Statements




The
components of comprehensive income that are included in the Statement of Changes
in Shareholders' Equity are as follows:





(in
      thousands)Before
            
            Tax
            
            Net
      ofTax
            
            (Expense)
            
            TaxAmount
            
            or
      Benefit
            
            AmountYear
      ended April 30, 2008Unrealized
      Gains on Securities:Unrealized
      Holding Gains/(Losses) Arising during the period
            
            $
            803
            
            
            (283
            )
            $
            520Add:
      Reclassification adjustments for losses realized in net
      income
            
            
            1
            
            
            -
            
            
            1Less:
      Reclassification adjustments for gains realized in net
      income
            
            
            (2,793
            )
            
            983
            
            
            (1,810
            )Other
      Comprehensive income
            
            
            ($1,989
            )
            $
            700
            
            $
            (1,289
            )Year
      ended April 30, 2007Unrealized
      Gains on Securities:Unrealized
      Holding Gains/(Losses) Arising during the period
            
            $
            2,774
            
            
            ($977
            )
            $
            1,797Add:
      Reclassification adjustments for losses realized in net
      income
            
            
            78
            
            
            (27
            )
            
            51Less:
      Reclassification adjustments for
      gains realized in net income
            
            
            (2,065
            )
            
            727
            
            
            (1,338
            )Other
      Comprehensive income
            
            $
            787
            
            $
            (277
            )
            $
            510Year
      ended April 30, 2006Unrealized
      Gains on Securities:Unrealized
      Holding Gains/(Losses) Arising during the period
            
            $
            8,971
            
            
            ($3,195
            )
            $
            5,776Add:
      Reclassification adjustments forlosses
      realized in net income
            
            
            129
            
            
            (45
            )
            
            84Less:
      Reclassification adjustmentsfor
      gains realized in net income
            
            
            (2,355
            )
            
            829
            
            
            (1,526
            )Other
      Comprehensive income
            
            $
            6,745
            
            $
            (2,411
            )
            $
            4,334






48







Note 13-Accounting for the Costs of
Computer Software Developed for Internal Use:





The
Company has adopted the provisions of the Statement of Position 98-1 (SOP 98-1),
"Accounting for the Costs of Computer Software Developed for Internal Use". SOP
98-1 requires companies to capitalize as long-lived assets many of the costs
associated with developing or obtaining software for internal use and amortize
those costs over the software's estimated useful life in a systematic and
rational manner.




At April
30, 2008 and 2007, the Company capitalized $283,000 and $447,000 of costs
related to the development of software for internal use. Such costs are
capitalized and amortized over the expected useful life of the asset which is
approximately 3 years. Amortization expense for the years ended April 30, 2008,
2007 and 2006 was $600,000, $887,000, and $916,000, respectively.





Note
14-Contingencies:





By letter
dated June 15, 2005, the staff of the Northeast Regional Office of the
Securities and Exchange Commission ("SEC") informed the Company that it was
conducting an informal inquiry primarily regarding the execution of portfolio
transactions by VLS for the Value Line Funds. The Company has supplied numerous
documents to the SEC in response to its requests and various employees and
former employees of the Company have provided testimony to the SEC. On May 8,
2008 the SEC issued a formal order of private investigation regarding whether
the VLS' brokerage charges and related expense reimbursements during periods
prior to 2005 were excessive and whether adequate disclosure was made to the SEC
and the boards of directors and shareholders of the Value Line Funds.
Thereafter, two senior officers of the Company asserted their constitutional
privilege not to provide testimony. Management believes that the SEC is
nearing completion of its investigation and the Company will seek to settle
this matter with the SEC. Management cannot determine the effect that the
investigation will have on the Company's financial statements although it
believes that any settlement is likely to be material.




49