UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**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.





**TABLE
      OF CONTENTS**


**PART
                  I**Item
                  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
              14**PART
                  II**Item
                  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
              27**PART
                  III**Item
                  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
              31**PART
                  IV**Item
                  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. A control system, no
      matter how well designed and operated, can provide only reasonable, not
      absolute, assurance that the control system’s objectives would be met.




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.




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). 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. 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.





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,
                1990.10.8
            
            Form
                of tax allocation arrangement between the Company and AB&Co.
                incorporated by reference to the Registration Statement - Form S-1
                of
                Value Line, Inc. Part II, Item 16.(a) 10.8 filed with the Securities
                and
                Exchange Commission on April 7, 1983.10.9
            
            Form
                of Servicing and Reimbursement Agreement between the Company and
                AB&Co., dated as of November 1, 1982 incorporated by reference to the
                Registration Statement - Form S-1 of Value Line, Inc. Part II, Item
                16.(a)
                10.9 filed with the Securities and Exchange Commission on April 7,
                1983.10.10
            
            Value
                Line, Inc. Profit Sharing and Savings Plan as amended and restated
                effective May 1, 1989, including amendments through April 30, 1995,
                incorporated by reference to the Annual Report on Form 10-K for the
                year
                ended April 30, 1996.10.13
            
            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, 1994.10.14
            
            Lease
                amendments dated September 14, 2000, January 19, 2006, and April
                23, 2007
                for the Company’s premises located at 220 East 42ndStreet, New York, N.Y.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





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 OfficerBy:
            s/
                Mitchell E. AppelMitchell
                E. AppelChief
                Financial Officer





Dated:
      July 17, 2008


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:
      July 17, 2008


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**
            
            **2007**AssetsCurrent
                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**
            
            **2006****Cash
                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
            
            
            9,360**Cash
                and cash equivalents at beginning of year**
            
            
            20,605
            
            
            15,331
            
            
            5,971**Cash
                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
            
            
            2006**Revenues**Total
                revenues for reportable segments
            
            $
            82,775
            
            $
            83,743
            
            $
            85,300Elimination
                of intersegment revenues
            
            
            (97
            )
            
            (108
            )
            
            (114
            )Total
                consolidated revenues
            
            $
            82,678
            
            $
            83,635
            
            $
            85,186**Segment
                profit**Total
                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
            
            $
            39,049**Assets**Total
                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