SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 FORM
        10-K
 x
              Annual
                  Report Pursuant to Section 13 or 15(d) of theSecurities
                  Exchange Act of
                  1934
 For
        the
        fiscal year ended April 30, 2005
 
 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, INC.
 (Exact
        name of registrant as specified in its charter)
 
 New
                  York
              13-3139843(State
                  or other jurisdiction of
              (IRS
                  Employer Identificationincorporation
                  or organization)
              Number)
 
 220
        East
        42nd Street, New York, NY 10017-5891
 (Address
        of principal executive offices) (Zip Code)
 
 Registrant's
        telephone number, including area code: (212) 907-1500
 
 Securities
        registered pursuant to Section 12(b) of the Act:
 
 None
  Securities
        registered pursuant to Section 12(g) of the Act:
 
 Common
        Stock, $.10 par value
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months and (2) has been subject to such filing requirements
        for the
        past 90 days.
  Yes x No o
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of registrant's knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-K or any amendment
        to this
        Form 10-K. x







Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act). Yes o
      No x




The
      aggregate market value of the registrant's voting and non-voting common stock
      held by non-affiliates at October 31, 2004, was $48,877,000. There were
      9,981,600 shares of the registrant’s Common Stock outstanding at June 9,
      2005.





DOCUMENTS
      INCORPORATED BY REFERENCE





None




Part
      I








Item
      1.
      BUSINESS.





Value
      Line, Inc. (the "Company"), a New York corporation, was organized in 1982 and
      is
      the successor to substantially all of the operations of Arnold Bernhard &
      Company, Inc. ("AB&Co."). As of June 9, 2005, AB & Co. owned
      approximately 86.5% of the Company’s issued and outstanding common
      stock.




The
      Company's primary businesses are producing investment related periodical
      publications through its wholly-owned subsidiary, Value Line Publishing, Inc.
      ("VLP"), and providing investment advisory services to mutual funds,
      institutions and individual clients. VLP publishes in both print and electronic
      formats The Value Line Investment Survey Ò ,
      one of
      the nation's major periodical investment services, as well as The Value Line
      Investment Survey - Small and Mid-Cap Edition, The Value Line 600, Value Line
      Select, The Value Line Mutual Fund Survey, The Value Line No-Load Fund Advisor,
      The Value Line Special Situations Service, The Value Line Options Survey and
      The
      Value Line Convertibles Survey. VLP also provides current and historical
      financial databases (DataFile, Estimates & Projections, Convertibles, Mutual
      Funds and other services) in standard computer formats and markets investment
      analysis software, The Value Line Investment Analyzer, Value Line ETF Survey,
      Mutual Fund Survey *for
      Windows* **®,** Value
      Line Daily Options Survey, Value Line Electronic Convertibles and Value Line
      Research Center. These electronic products are available on CD-ROM and directly
      on the Company’s internet site, www.valueline.com .
      The
      Company's print and electronic services are marketed from time to time through
      media, direct mail and the internet to retail and institutional
      investors.




The
      Company is the investment adviser for the Value Line Family of Mutual Funds,
      which on April 30, 2005, include 14 open-end investment companies with various
      investment objectives. In addition, the Company manages investments for private
      and institutional clients. The Company is registered with the Securities and
      Exchange Commission as an investment adviser under the Investment Advisers
      Act
      of 1940.




In
      addition to VLP, the Company's other wholly-owned subsidiaries include a
      registered broker-dealer, Value Line Securities, Inc., and an advertising
      agency, Vanderbilt Advertising Agency, Inc. These subsidiaries primarily provide
      services used by the Company in its investment management and publishing
      businesses. Compupower Corporation, another subsidiary, serves the subscription
      fulfillment needs of the Company's publishing operations. Value Line
      Distribution Center, Inc. (“VLDC”) handles all of the mailings of the
      publications to the Company’s subscribers. Additionally, VLDC provides office
      space for Compupower




2




Corporation’s
      computer operations center. The name "Value Line," as used to describe the
      Company, its products, and its subsidiaries, is a registered trademark of the
      Company. As used herein, except as the context otherwise requires, the term
      "Company" includes the Company and its consolidated subsidiaries.




A.
      Investment Information and Publications.




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




l.
      Publications:




The
      Value
      Line Investment Survey is a weekly investment related periodical that in
      addition to various timely articles on current economic, financial and
      investment matters ranks common stocks for future relative performance based
      primarily on computer-generated statistics of financial results and stock market
      performance. A combined Index on our Web site allows the subscriber to easily
      locate a specific stock among the approximately 3,500 stocks covered in the
      Small and Mid-Cap Edition and in the standard edition of The Value Line
      Investment Survey. Two of the more important evaluations for each stock covered
      are "Timeliness( *tm* )"
      and
      "Safety( *tm* ).”
      Timeliness( *tm* )
      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 approximately 81
      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
      Small
      and Mid-Cap Edition of The Value Line Investment Survey 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 larger-capitalization companies traditionally
      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 performance measures. The "Ratings and Reports" section,
      providing updated reports on about 140 stocks each week, has been organized
      to
      correspond closely to the industries reviewed in the Standard Edition of The
      Value Line Investment Survey. A combined Index, published quarterly, allows
      the
      subscriber to easily locate a specific stock among the approximately 3,500
      stocks covered.




The
      Small
      and Mid-Cap Edition includes a number of unique as well as standard features.
      One unique feature, The Performance Ranking System, incorporates many of the
      elements of the Value Line Timeliness( *tm)* Ranking
      System, modified to accommodate the approximate 1,800 stocks in the Small and
      Mid-Cap Edition. The Performance( *tm)* Rank is
      based on earnings growth and price momentum and is designed to predict relative
      price performance over the next six to twelve months.




3


The
      principal difference between the Small and Mid-Cap Edition and The Value Line
      Investment Survey’s Standard Edition is that the Small and Mid-Cap Edition does
      not include Value Line’s financial forecasts or analysts' 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 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 more than 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 more than 2,000 funds, as well as articles on investment trends and issues
      concerning mutual fund investors. The Value Line Mutual Fund Survey also
      includes annual profiles and analyses on 100 of the nation's major fund
      families. Funds are ranked for both risk and overall risk-adjusted performance
      using strictly quantitative means. A large binder is provided to house the
      fund
      reports.




The
      Value
      Line No-Load Fund Advisor is a 36-page monthly newsletter for investors who
      wish
      to manage their own portfolios of no- and low-load, open-end mutual funds.
      It
      was introduced in 1994. Each issue features 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, published twice a month, 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, a semi-monthly periodical service published 24 times a
      year, evaluates and ranks the expected performance of the most active options
      listed on United States exchanges (approximately 80,000). It was introduced
      in
      1973. An electronic version of this publication, The Value Line Daily Options
      Survey (available over the Internet), was introduced during the latter part
      of
      fiscal 1995. An enhanced version was introduced in 2002. New features include
      an
      interactive database and a new spreadsheet.




The
      Value
      Line Convertibles Survey, a semi-monthly periodical service published 24 times
      a
      year, evaluates and ranks approximately 600 convertible securities (bonds and
      preferred stocks) and approximately 80 warrants for future market performance.
      It was introduced in 1972. The information is also available
      online.




Value
      Line Select, a monthly publication, was first published in January 1998. As
      a
      stock recommendation service with an exclusive circulation, it focuses each
      month on one company that VLP analysts, economists and statisticians recommend
      as an investment. Recommendations are backed by in-depth research and are
      subject to ongoing monitoring.




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 full Investment Survey, but who don’t
      want or need coverage of the large number of companies contained in that
      publication. Readers also receive supplemental reports as well as a monthly
      Index, which includes updated statistics.





4




2.
      Electronic Products:




Value
      Line Investment Analyzer 3.0 on CD-ROM is a powerful menu-driven software
      program with fast filtering, ranking, reporting and graphing capabilities
      utilizing over 300 data fields for about 8,000 stocks, industries and indices,
      including the 1,700 stocks covered in VLP’s benchmark publication, The Value
      Line Investment Survey. The product was introduced in June 1996. The current
      version permits users to update data from the Company’s Internet site
      (www.valueline.com).




Value
      Line Investment Analyzer 3.0 provides over 300 search fields and more than
      200
      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 seamless integration with
      the
      Value Line Web site (www.valueline.com). The software includes a portfolio
      module that lets users create and track their own stock portfolios and up to
      ten
      years of historical financial data for scrutinizing performance, risk and yield.




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, 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 contains current and historic annual and quarterly financial
      records for about 8,500 active companies and over 5,000 companies that no longer
      exist in numerous industries, including air transport, industrial services,
      beverage, machinery, bank, insurance and finance, savings and loan associations,
      toys, and securities brokers. 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 format
      for
      small businesses. During fiscal 1997, Value Line introduced the Value Line
      Mutual Fund DataFile. It covers about 13,000 mutual funds with up to 20 years
      of
      historical data which consists of almost 200 data fields. VLP also offers an
      Estimates and Projections File, with year-ahead and three- to five-year
      estimates of financial performance and projections of stock-price ranges on
      companies covered in the Value Line Investment Survey, as well as a Convertible
      Securities File and custom services.




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





3.
      Value
      Line Internet:




Most
      Value Line products and services are available from the Company’s Web site www.valueline.com .
      The
      site includes a multimedia section that features daily market reports and
      updates on stocks, options, mutual funds and convertibles as well as webcasting
      of daily analyst




5


commentary
      and developments on companies in the news. In addition, the Company’s Web site
      includes tools to chart and filter stocks and mutual funds along with tools
      to
      build a portfolio, customize a report and receive Value Line reports.




The
      Value
      Line Research Center, an internet-only service, includes on-line access to
      certain of the Company’s leading publications covering stocks, mutual funds, and
      options and convertible securities as well as special situation stocks. This
      service includes full 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, The Special Situations Service and Value Line ETF Survey.





B.
      Investment Management.





As
      of
      April 30, 2005, 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 principal underwriter
      and distributor for the 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 unaffiliated entity associated with State Street Bank and Trust
      Company.





Total
      net
      assets of the Value Line Funds at April 30, 2005, were:


(in
                thousands)The
                Value Line Fund, Inc.
            
            $
            192,580Value
                Line Income and Growth Fund, Inc.
            
            
            230,108The
                Value Line Special Situations Fund, Inc.
            
            
            367,407Value
                Line Leveraged Growth Investors, Inc.
            
            
            279,220The
                Value Line Cash Fund, Inc.
            
            
            159,814Value
                Line U.S. Government Securities Fund, Inc.
            
            
            114,313Value
                Line Centurion Fund, Inc.
            
            
            306,180The
                Value Line Tax Exempt Fund, Inc.
            
            
            135,444Value
                Line Convertible Fund, Inc.
            
            
            38,670Value
                Line Aggressive Income Trust
            
            
            47,756Value
                Line New York Tax Exempt Trust
            
            
            25,650Value
                Line Strategic Asset Management Trust
            
            
            712,537Value
                Line Emerging Opportunities Fund, Inc.
            
            
            394,635Value
                Line Asset Allocation Fund, Inc.
            
            
            123,668$
            3,127,982





Advisory
      fee rates vary among the funds and may be subject to certain limitations. Each
      mutual fund may use "Value Line" in its name only so long as the Company acts
      as
      its investment adviser.




Value
      Line Asset Management ("VLAM"), a division of the Company, manages pension
      funds
      and institutional and individual portfolios. VLAM has investment advisory
      agreements with its clients which call for payments to the Company calculated
      on
      the basis of the market value of the assets under management. VLAM engages
      third
      party solicitors who are paid ongoing fees based on the market value of assets
      raised by their efforts.





6


C.
      Wholly-Owned Operating Subsidiaries.





1.
      Vanderbilt Advertising Agency, Inc.:




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




2.
      Compupower Corporation:




Compupower
      provides computerized subscription fulfillment services for the Company as
      well
      as subscriber relations services for Company publications. Additionally,
      Compupower also provides microfiche and imaging services to the Company and
      its
      affiliates.




3.
      Value
      Line Securities, Inc.:




Value
      Line Securities, Inc. ("VLS") is registered as a broker-dealer under the
      Securities Exchange Act of 1934 and is a member of the National Association
      of
      Securities Dealers, Inc. VLS acts as the underwriter and distributor of the
      Value Line Funds with the exception of the Strategic Asset Management and
      Centurion Funds which are available through Guardian Insurance Company. 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
      SEC
      rule 12b-1, from certain Value Line Funds which are used to offset marketing
      and
      distribution costs for these funds.  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. Pending
      a
      review of effecting trades for the Value Line Funds, VLS in November 2004
      suspended effectuation of trades through VLS for any of the Value Line
      Funds.




4.
      Value
      Line Distribution Center, Inc.:




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





D.
      Other
      Businesses.





The
      Company publishes the Value Line Arithmetic Composite and the Value Line
      Geometric Composite, daily indices of the stock market performance of the
      approximately 1,700 common stocks contained in The Value Line Investment Survey.
      The calculation of both indices is done by a third party. The Company receives
      fees in connection with these activities.





**Licensing
      Business** :
      The
      Company has licensed for a fee certain trademarks and proprietary information
      for a series of unit investment trusts and closed-end fund
      products.




7





I.
                Closed -End Fund Licensed Product Offerings
            
            AssetsA.
                First Trust Value Line 100 Closed-End Trust
            
            $
            305,000,000B.
                First Trust Value Line Dividend Closed-End Trust
            
            $
            530,000,000C.
                First Trust Value Line & Ibbotson Equity Allocation Fund
            
            $
            150,000,000II.
                Other Investment Products Including Unit Investment Trusts
            
            $
            900,000,000





Value
      Line collects a licensing fee from each of the UIT’s and the closed-end funds
      primarily based upon the market value of assets invested in each
      portfolio.





E.
      Investments.





From
      time
      to time, the Company invests in the Value Line Funds, fixed income government
      obligations and other marketable securities.





F.
      Employees.





At
      April
      30, 2005, the Company and its subsidiaries employed 240 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 covering stocks may not
      own
      stocks they cover. The Company has imposed rules upon itself requiring monthly
      reports of securities transactions by employees for their respective accounts
      and restricting trading in various types of securities in order to avoid
      possible conflicts of interest.





G.
      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 11 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
                30,2005
            
            2004
            
            2003(in
                thousands)Investment
                Periodicals&
                Related Publications
            
            $
            14,871
            
            $
            14,592
            
            $
            18,648Investment
                Management
            
            
            44,409
            
            
            74,786
            
            
            227,786Corporate
                Assets(1)
            
            
            39,585
            
            
            177,546
            
            
            380$
            98,865
            
            $
            266,924
            
            $
            246,814





(1)
            Corporate
                Assets increased to $177,546,000 at April 30, 2004 in preparation
                for
                payment in May 2004 of the Company’s ordinary dividend of $.25 per share
                and a special dividend declared by the Board of Directors during
                April
                2004 of $17.50 per share.




8


H.
      Competition.





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





I.
      Executive Officers.





The
      following table lists the names, ages (at June 9, 2005), 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. 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
            
            70
            
            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.Samuel
                Eisenstadt
            
            82
            
            Senior
                Vice President and Research Chairman.David
                T. Henigson
            
            47
            
            Vice
                President; Director of Compliance; Vice President, Secretary, Treasurer
                and Chief Compliance Officer of each of the Value Line Funds; Vice
                President of AB&Co.Howard
                A. Brecher
            
            51
            
            Vice
                President and Secretary; Vice President, Secretary, Treasurer and
                General
                Counsel of AB&Co.Stephen
                R. Anastasio
            
            46
            
            Chief
                Financial Officer since 2003; Corporate Controller.Mitchell
                E. Appel
            
            34
            
            Treasurer
                since June 2005. Chief Financial Officer, Circle Trust Company (January
                2003 - May 2005), Vice President, Orbitex Financial Services Group,
                Treasurer of Orbitex Group of Funds, 2000 - 2002 .


WEB
      SITE
      ACCESS TO SEC REPORTS




The
      Company’s Web 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 Financial Info page of the Company’s Web site as soon as
      reasonably practicable after the reports are filed electronically with the
      Securities and Exchange Commission.




9




Item
      2.
      PROPERTIES.





On
      June
      4, 1993, the Company entered into a lease agreement for approximately 77,000
      square feet that provided for the relocation of its office space to 220 East
      42nd Street, New York, New York. On September 14, 2000, the Company amended
      its
      New York lease for office space and returned to the landlord 6,049 sq. ft.
      of
      excess capacity. The Company now leases approximately 71,000 square feet of
      office space at 220 East 42 nd Street
      in
      New York. During January 1996, a subsidiary of the Company purchased for cash
      an
      approximately 85,000 square feet warehouse facility for $4,100,000. That
      facility consolidated into a single location the distribution operations for
      the
      various Company publications and the fulfillment operations of Compupower
      Corporation. The remaining building capacity provides warehouse space, a
      disaster recovery site and is available for future business expansion. The
      Company believes the capacity of these facilities is sufficient to meet the
      Company's current and expected future requirements.





Item
      3.
      LEGAL PROCEEDINGS.




By
      letter
      dated June 15, 2005, the staff of the Securities and Exchange Commission
      requested the Company as part of a preliminary inquiry to provide documents
      relating to, among other things, trades for the Company's proprietary accounts,
      and the effectuation and execution of trades through VLS for the Value Line
      Funds. The Company intends to cooperate with the preliminary
      inquiry.





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





No
      matters were submitted to a vote of the stockholders during the fourth quarter
      of the fiscal year ended April 30, 2005.








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 over-the-counter market and is quoted
      in the Nasdaq National Market System. The approximate number of record holders
      of the Registrant's Common Stock at April 30, 2005 was 61. Over-the-counter
      price quotations reflect inter-dealer prices, without retail mark-up, mark-down
      or commission and may not necessarily represent actual transactions. The range
      of the bid and asked quotations and the dividends paid on these shares during
      the past two fiscal years were as follows:





10


High
            
            Low
            
            DividendQuarter
                Ended
            
            Bid
            
            Asked
            
            Bid
            
            Asked
            
            Declared
              Per
                ShareJuly
                31, 2004
            
            $
            64.260
            
            $
            69.500
            
            $
            29.500
            
            $
            31.320
            
            $
            25October
                31, 2004
            
            $
            38.110
            
            $
            39.480
            
            $
            32.960
            
            $
            35.530
            
            $
            .25January
                31, 2005
            
            $
            41.760
            
            $
            41.760
            
            $
            35.950
            
            $
            35.950
            
            $
            25April
                30, 2005
            
            $
            41.500
            
            $
            42.500
            
            $
            38.500
            
            $
            38.750
            
            $
            .25July
                31, 2003
            
            $
            54.7900
            
            $
            55.7700
            
            $
            45.6600
            
            $
            46.0000
            
            $
            .25October
                31, 2003
            
            $
            50.1600
            
            $
            51.5000
            
            $
            47.6900
            
            $
            48.1000
            
            $
            .25January
                31, 2004
            
            $
            50.8100
            
            $
            50.9900
            
            $
            48.1000
            
            $
            49.0000
            
            $
            .25April
                30, 2004
            
            $
            66.5200
            
            $
            74.2000
            
            $
            48.1000
            
            $
            48.6000
            
            $
            17.75





Item
      5(c). PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.




**ISSUER
                PURCHASES OF EQUITY
                SECURITIES****Period**
            **(a)****Total**
              **Number
                of**
              **Shares
                (or**
              **Units)**
              **Purchased**
            **(b)****Average**
              **Price
                Paid**
              **Per
                Share**
              **(or
                Unit)**
            **(c)
                Total Number of**
              **Shares
                (or Units)**
              **Purchased
                as Part**
              **of
                Publicly**
              **Announced**
              **Plans
                or Programs**
            **(d)
                Maximum Number**
              **(or
                Approximate Dollar**
              **Value)
                of Shares (or**
              **Units)
                that May Yet Be**
              **Purchased
                Under the**
              **Plans
                or Programs**February
                1,
              2005
                through
              February
                28,
              2005
            —
            —
            —
            —March
                1, 2005
              through
              March
                31,
              2005
            —
            —
            —
            —April
                1, 2005
              through
                April
              30,
                2005
            **—**
            —
            —
            —Total
            —
            —
            —
            **—**





There
      were no purchases of the Company’s equity securities by the Company or any
      affiliated purchaser during the fiscal quarter ended April 30, 2005. All
      purchases in prior periods were made by Arnold Bernhard & Co., Inc., an
      affiliate of the issuer, in open-market transactions pursuant to public
      announcements and disclosure.




11




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 30,2005
            
            2004
            
            2003
            
            2002
            
            2001(in
                thousands, except per share amounts)Revenues:Investmentperiodicalsand
                  relatedpublications
            
            $
            52,713
            
            $
            52,497
            
            $
            52,469
            
            $
            53,114
            
            $
            56,042Investment
              management
              fees
                and services
            
            $
            31,765
            
            $
            32,773
            
            $
            29,600
            
            $
            34,329
            
            $
            42,349Total
                revenues
            
            $
            84,478
            
            $
            85,270
            
            $
            82,069
            
            $
            87,443
            
            $
            98,391Income
                from
              operations
            
            $
            27,084
            
            $
            24,739
            
            $
            24,095
            
            $
            29,186
            
            $
            37,811Net
                income
            
            $
            21,318
            
            $
            20,350
            
            $
            19,987
            
            $
            20,323
            
            $
            24,091Earnings
                per
              share,
                basic and
              fully
                diluted
            
            $
            2.14
            
            $
            2.04
            
            $
            2.00
            
            $
            2.04
            
            $
            2.41Total
                assets
            
            $
            98,865
            
            $
            266,924
            
            $
            246,814
            
            $
            268,735
            
            $
            270,992Cash
                dividends
              declared
                per share
            
            $
            1.00
            
            $
            18.50
            
            $
            1.00
            
            $
            1.00
            
            $
            1.00







12





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





**Fiscal
      2005**




**Operating
      Results**




Net
      income for the twelve months ended April 30, 2005 of $21,318,000 or $2.14 per
      share was 5% above net income of $20,350,000 or $2.04 per share in fiscal 2004.
      Operating income of $27,084,000 for the twelve months ended April 30, 2005
      was
      9% above operating income of $24,739,000 for the same period of the last fiscal
      year. Operating income of $8,534,000 for the three months ended April 30, 2005
      was 17% higher than operating income of $7,300,000 for the comparable period
      of
      the last fiscal year. Retained Earnings of $30,798,000 at April 30, 2005 were
      58% higher than Retained Earnings of $19,459,000 at April 30, 2004.




Subscription
      revenues of $52,713,000 for the twelve months ended April 30, 2005 were level
      with revenues for the same period of the prior fiscal year. Revenues from all
      electronic publications were up 9% over the previous year while licensing fees
      were up 123% for the twelve months ended April 30, 2005. Revenues from all
      print
      products were down 5% compared to the last fiscal year’s level. Investment
      management fees and service revenues of $31,765,000 for the twelve months ended
      April 30, 2005 were 3% below the prior fiscal year’s revenues of $32,773,000,
      primarily because beginning November 2004, VLS suspended its business of
      effecting trades for any of the Value Line funds, from which it had earned
      net
      commission revenues.




Operating
      expenses for the twelve months ended April 30, 2005 of $57,394,000 were 5%
      below
      the last fiscal year’s expenses of $60,531,000. Total advertising and
      promotional expenses of $20,455,000 were 6% below the prior year’s expenses of
      $21,821,000. The decrease in advertising expenses resulted primarily from the
      postponement of direct mail expenses until fiscal 2006. Salaries and employee
      benefit expenses of $19,445,000 were 6% below expenses of $20,764,000 recorded
      in the prior fiscal year as a result of staff reductions in the mutual fund
      product and asset management divisions. Production and distribution costs for
      the twelve months ended April 30, 2005 of $8,589,000 were 8% below expenses
      of
      $9,300,000 at April 30, 2004. The decline in expenses was primarily due to
      lower
      paper, printing and distribution costs that resulted in part from a decrease
      in
      circulation to the print and electronic versions of our products. Office and
      administrative expenses of $8,905,000 were 3% higher than the prior fiscal
      year’s expenses of $8,646,000. The increase in administrative expenses was
      primarily due to an increase in professional fees including expenses to settle
      an action in the New York Supreme Court with a small mutual fund company
      relating to a proposed transaction and higher rent expenses resulting from
      scheduled lease escalations. The increases in administrative expenses were
      offset by lower depreciation of fixed assets and lower software licensing and
      hardware maintenance fees.




The
      Company’s income from securities transactions, net, of $8,278,000 for the twelve
      months ended April 30, 2005 was slightly above securities transactions income
      of
      $8,266,000 for the same period of the last fiscal year. Income from securities
      transactions, net, for the twelve months ended April 30, 2005 included dividend
      and interest income of $602,000 and capital gains of $7,676,000 from sales
      of
      equity securities from the Company’s short-term trading and




13




available
      for sale portfolios, which compares to dividend and interest income of
      $4,259,000 and capital gains of $4,017,000 from sales of securities from the
      Company’s short-term trading and available for sale portfolios for the same
      period of the last fiscal year. The lower dividend and interest income during
      fiscal 2005 was a result of sales of the Company’s fixed income securities
      during the latter part of fiscal 2004 in preparation for payment on May 19,
      2004
      of a special dividend of $17.50 per share to all common stockholders of record
      as of May 7, 2004. Income from securities transactions, net, for the twelve
      months ended April 30, 2005 also includes $433,000 from the sale of shares
      received under the terms of a contract with a vendor.




**Liquidity
      and Capital Resources**




The
      Company had working capital as of April 30, 2005 of $45,401,000 including cash
      and short-term securities at market value of $82,245,000.




The
      Company’s cash flow from operations of $36,590,000 for the twelve months ended
      April 30, 2005 was 371% higher than fiscal 2004’s cash flow of $7,771,000. The
      rise in cash flow from operations was primarily due to the liquidation of the
      Company’s trading securities portfolio and higher net income. Net cash outflows
      of $24,071,000 from investing activities during the twelve months of fiscal
      2005
      primarily resulted from purchases of fixed income securities. Net cash inflows
      of $170,102,000 during fiscal 2004 resulted primarily from sales of fixed income
      securities in preparation for payment on May 19, 2004 of a special dividend
      in
      the amount of $174,678,000.




From
      time
      to time, AB&Co., the Company’s controlling shareholder, has purchased
      additional shares of Value Line, Inc. in the market when and as AB&Co. has
      determined it to be appropriate. As stated several times in the past, the public
      is reminded that AB&Co. may make additional purchases from time to time in
      the future.




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 anticipates no
      borrowing for fiscal year 2006.








**Fiscal
      2004**




**Operating
      Results**




Net
      income for the twelve months ended April 30, 2004 of $20,350,000 or $2.04 per
      share was 2% above net income of $19,987,000 or $2.00 per share for the same
      period in fiscal 2003. Operating income of $24,739,000 for the twelve months
      ended April 30, 2004 was 3% above operating income of $24,095,000 for the same
      period of the last fiscal year. Operating income of $7,300,000 for the three
      months ended April 30, 2004 was 7% higher than operating income of $6,843,000
      for the comparable period of the last fiscal year. Income from securities
      transactions for the twelve months of fiscal 2004 was 25% above income from
      securities transactions for the same period of fiscal 2003. Revenues of
      $85,270,000 for the twelve months ended April 30, 2004 were 3% higher than
      revenues of $82,245,000 in the prior fiscal year. Revenues of $22,045,000 for
      the fourth quarter of fiscal 2004 were 11% above revenues of $20,201,000 for
      the
      three months ended April 30, 2003.




14





During
      fiscal 2004, the Company’s stock outperformed the major market indices. Value
      Line, Inc.’s. stock was up 34% for the twelve months ended April 30, 2004. In
      April 2004, the Board of Directors of the Company declared a distribution from
      its Retained Earnings in the form of a special dividend of $17.50 per share
      or
      $174,678,000 to all shareholders of record as of May 7, 2004. The purpose of
      the
      dividend was to return to all shareholders, in the form of cash, a significant
      portion of the earnings of the Company from its successful operations over
      the
      past number of years, at a time when shareholders can enjoy the present
      favorable tax rates on dividends. Despite this significant distribution, Value
      Line remains exceptionally strong financially with $35,298,000 of Shareholders’
      Equity as of April 30, 2004 after declaration of the special
      dividend.





Subscription
      revenues of $52,497,000 for the twelve months ended April 30, 2004 were
      approximately equal to those for the same period of the prior fiscal year.
      Although total revenues from all print products for the twelve months ended
      April 30, 2004 were down 4% since the last fiscal year, revenues from all
      electronic publications were up over 12% in fiscal 2004. Subscription revenues
      of $13,728,000 for the fourth quarter of fiscal 2004 were 7% above revenues
      of
      $12,874,000 for the three months ended April 30, 2004. While total revenues
      from
      all print products for the three months ended April 30, 2004 were level with
      the
      revenues for the fourth quarter of fiscal 2003, revenues from all electronic
      publications were 11% above revenues for the comparable quarter of the last
      fiscal year. Investment management fees and services revenues of $32,773,000
      for
      the twelve months ended April 30, 2004 were 10% above the prior fiscal year’s
      revenues of $29,776,000. Investment management fees and services revenues of
      $8,715,000 for the three months ended April 30, 2004 were 19% above the revenues
      of $7,327,000 recorded in the fourth quarter of fiscal 2003.





Operating
      expenses for the twelve months ended April 30, 2004 of $60,531,000 were 4%
      above
      the last year’s expenses of $58,150,000. Total advertising and promotional
      expenses of $21,821,000 were 7% above the prior year’s expenses of $20,418,000
      primarily due to additional costs associated with marketing two of the Company’s
      equity mutual funds, increases in media advertising, higher fund supermarket
      fees related to sales of the Value Line mutual funds shares, and increased
      postage rates for direct mail. Successful direct mail campaigns resulted in
      an
      increase in subscription activity since April 2003 with total new full term
      subscription orders rising 11% from the level during the twelve months of the
      prior fiscal year. Salaries and employee benefit expenses of $20,764,000 were
      4%
      above expenses of $19,938,000 recorded in the prior fiscal year. Production
      and
      distribution expenses for the twelve months ended April 30, 2004 of $9,300,000
      were 3% below expenses of $9,576,000 for the twelve months ended April 30,
      2003.
      The decline in expenses was primarily due to lower paper, printing and
      distribution costs that resulted from a migration in circulation from print
      to
      electronic versions of our products and management’s decision to discontinue
      issuing print copies of the Reference Library to trial subscribers of *The
      Value*  *Line
      Investment Survey* and *The
      Value*  *Line
      Investment Survey Small and Mid-Cap Stock Edition* .
      These
      decreases in production and distribution expenses were offset by higher
      commissions fee expenses in connection with the Company’s brokerage operation.
      Office and administrative expenses of $8,646,000 were 5% above the last year’s
      expenses of $8,218,000. The net increase in administrative expenses was
      primarily due to higher rent expenses resulting from scheduled lease increases,
      higher bank collection fees associated with an increase in the Company’s
      publishing credit card business, and increases in professional fees.





The
      Company’s securities portfolios produced a gain of $8,266,000 for the twelve
      months ended April 30, 2004 versus a gain of $6,626,000 for the same period
      of
      the last fiscal year. The Company’s trading portfolio produced a gain of
      $3,008,000 during the twelve months ended April 30, 2004 versus losses of
      $940,000 during the same period of the last fiscal year. Income from securities
      transactions for the twelve months ended




15




April
      30,
      2004 also included dividend and interest income of $4,259,000 and capital gains
      of $1,087,000 from sales of securities from the Company’s long-term portfolio of
      equity and fixed income securities. This compares to dividend and interest
      income of $4,361,000 and capital gains of $3,211,000 from sales of securities
      from the Company’s long-term portfolio for the same period of the last fiscal
      year.




**Liquidity
      and Capital Resources**




The
      Company had working capital as of April 30, 2004 of $36,699,000 including liquid
      assets consisting of cash and securities of $244,446,000, used in its business.
      Working capital has been reduced by the declaration of a $17.50 special dividend
      payable May 19, 2004 to all shareholders of record on May 7, 2004.




The
      Company’s cash flow from operations of $7,771,000 for the twelve months ended
      April 30, 2004 was $8,681,000 lower than fiscal 2003’s cash flow of $16,452,000.
      The decrease in cash flow from operations was primarily the result of additional
      investments in the Company’s short-term equity trading portfolio. The decrease
      was partially offset by a rise in cash flow from other operating activity
      primarily an 11% increase in total new full term subscription orders, an
      increase of 9% in the Company’s investment management business, and containment
      of expenses. Net cash inflows of $170,102,000 from investing activities during
      the twelve months of fiscal 2004 resulted primarily from sales of fixed income
      securities in preparation for payment on May 19, 2004 of a special dividend
      in
      the amount of $174,678,000. Net cash outflows of $113,702,000 for investing
      activities for the twelve months of fiscal 2003 were due largely to the
      Company’s decision last fiscal year to re-deploy its cash and equity holdings
      into Government debt obligations with higher effective yields.




From
      time
      to time, AB&Co., the Company’s controlling shareholder, has purchased
      additional shares of Value Line, Inc. in the market when and as AB&Co. has
      determined it to be appropriate. As stated several times in the past, the public
      is reminded that AB&Co. may make additional purchases from time to time in
      the future.




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 anticipates no
      borrowing for fiscal year 2005.




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





**** This
      report contains statements (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:





·
            demand
                for and market acceptance of new and existing
                products;


·
            renewals
                of subscriptions for the Company’s
                products;


·
            adaptation
                of the Company’s products to new
                technologies;


·
            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;


·
            competitive
                product and pricing pressures;


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


·
            other
                risks and uncertainties, including but not limited to those detailed
                from
                time to time in our SEC filings.




16




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.




**Off-Balance
      Sheet Arrangements**





The
      Company has no off-balance sheet arrangements.





**Contractual
      Obligations**





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





ContractualObligations
            
            Total
            
            Lessthan
                1
              Year
            
            1-3
                years
            
            3-5
                years
            
            After
                5YearsOperating
              Lease
              Obligations
            
            $
            4,745
            
            $
            1,788
            
            $
            2,957
            
            
            —
            
            
            —Purchase
              Obligations
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Other
              Long-term
              Obligations
              reflected
              on
                Balance
              Sheet
            
            $
            40,092
            
            $
            29,748
            
            $
            10,344
            
            
            —
            
            
            —TOTAL
            
            $
            44,837
            
            $
            31,536
            
            $
            13,301
            
            
            —
            
            
            —




17




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





**Market
      Risk Disclosures**





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




**Interest
      Rate Risk**




Value
      Line’s management prefers to invest in highly liquid debt securities with
      extremely low credit risk. Value Line’s strategy is to acquire securities that
      are attractively priced in relation to the perceived credit risk. Management
      recognizes and accepts that losses may occur. To limit the price fluctuation
      in
      these securities from interest rate changes, Value Line’s management invests
      primarily in short-term obligations maturing in 1 to 5 years.




The
      fair
      values of Value Line’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.




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)Fair
            
            50bp
            
            50bp
            
            100bp
            
            100bpFixed
                Income Securities
            
            Value
            
            increase
            
            decrease
            
            increase
            
            decreaseAs
                of April 30, 2005Investments
                in securities with fixed maturities
            
            $
            39,065
            
            $
            38,927
            
            $
            39,253
            
            $
            38,911
            
            $
            39,326As
                of April 30, 2004Investments
                in securities with fixed maturities
            
            $
            1
            
            $
            1
            
            $
            1
            
            $
            1
            
            $
            1





During
      the last quarter of fiscal year 2004, the Company sold virtually all of its
      long-term holdings of fixed maturity investments and transferred the proceeds
      to
      cash in preparation for payment of a special $17.50 per share dividend, declared
      on April 23, 2004. The sale greatly




18


reduced
      the Company’s exposure to risks associated with interest rate changes.
      Management regularly monitors the maturity structure of the Company’s
      investments in fixed maturity U.S. government debt obligations 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 family of equity mutual funds. Each mutual fund invests in a
      variety of equity positions of various companies thereby diversifying Value
      Line’s risk. The Company’s objectives include maintenance of a greater weighting
      in large and mid capitalization companies in its equity portfolio to moderate
      price risk. Value Line has also utilized derivative financial instruments in
      the
      past to minimize market price risk, although no such derivative financial
      instruments were utilized during fiscal 2005 and 2004.




The
      table
      below summarizes Value Line’s equity price risks as of April 30, 2005 and 2004
      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. Dollars
      are
      in thousands.





Hypothetical
            
            Estimated
                  Fair
                      Value afterHypothetical
            
            Hypothetical
                Percentage Increase (Decrease) inEquity
                Securities
            
            Fair
                Value
            
            Price
                Change
            
            Change
                in Prices
            
            Shareholders’EquityAs
                of April 30, 2005
            
            $
            37,209
            
            
            30%
                increase
            
            $
            48,372
            
            
            25.3
            %30%
              decrease
            
            $
            26,046
            
            
            (25.3
            )%As
                of April 30, 2004
            
            $
            46,356
            
            
            30%
                increase
            
            $
            60,259
            
            
            39.4
            %30%
              decrease
            
            $
            32,447
            
            
            (39.4
            )%





Although
      the absolute risk associated with equity price changes is not significantly
      different for the Company’s equity securities holdings at fiscal year end April
      30, 2005 as compared to April 30, 2004, the percentage increase/decrease in
      shareholders’ equity has more dramatically changed as a result of the lower
      shareholders’ equity balance that resulted from the declaration of the special
      $17.50 special dividend during the quarter ended April 30, 2004.





19




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
                NumbersReport
                of independent accountants
            30Consolidated
                balance sheets--April 30, 2005 and 2004
            31Consolidated
                statements of income and retained earnings--years
                ended April 30, 2005, 2004 and 2003
            32Consolidated
                statements of cash flows--years
                ended April 30, 2005, 2004 and 2003
            33Consolidated
                statement of changes in shareholders’ equity--years
                ended April 30, 2005, 2004 and 2003
            34Notes
                to the consolidated financial statements
            35Supplementary
                schedules
            48








Quarterly
                Results (Unaudited):
              (in
                thousands, except per share amounts)TotalRevenues
            
            IncomeFromOperations
            
            NetIncome
            
            EarningsPerShare2005,
                by Quarter -First
            
            $
            21,380
            
            $
            6,245
            
            $
            5,941
            
            $
            0.60Second
            
            
            20,922
            
            
            5,868
            
            
            5,798
            
            
            0.58Third.
            
            
            21,058
            
            
            6,437
            
            
            4,657
            
            
            0.46Fourth
            
            
            21,118
            
            
            8,534
            
            
            4,922
            
            
            0.50Total
            
            $
            84,478
            
            $
            27,084
            
            $
            21,318
            
            $
            2.142004,
                by Quarter -First
            
            $
            21,057
            
            $
            5,572
            
            $
            4,998
            
            $
            0.50Second
            
            
            20,670
            
            
            5,827
            
            
            5,525
            
            
            0.55Third
            
            
            21,498
            
            
            6,040
            
            
            4,904
            
            
            0.49Fourth
            
            
            22,045
            
            
            7,300
            
            
            4,923
            
            
            0.50Total
            
            $
            85,270
            
            $
            24,739
            
            $
            20,350
            
            $
            2.042003,
                by Quarter -First.
            
            $
            20,505
            
            $
            4,975
            
            $
            3,000
            
            $
            0.30Second
            
            
            20,386
            
            
            6,379
            
            
            4,524
            
            
            0.45Third
            
            
            21,153
            
            
            5,898
            
            
            5,671
            
            
            0.57Fourth.
            
            
            20,025
            
            
            6,843
            
            
            6,792
            
            
            0.68Total
            
            $
            82,069
            
            $
            24,095
            
            $
            19,987
            
            $
            2.00




20


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 and Chief Financial 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, 2005, as required by paragraph (b) of Exchange
      Act
      Rules 13a-15 or 15d-15. The Company’s Chief Executive Officer and Chief
      Financial 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.




Based
      upon the controls evaluation performed, the Chief Executive Officer and Chief
      Financial Officer have concluded that as of April 30, 2005, the Company's
      disclosure controls and procedures were effective to provide reasonable
      assurance that material information relating to the Company and its consolidated
      subsidiaries is recorded, processed, summarized and reported within the time
      periods specified in the Securities and Exchange Commission’s rules and
      forms.





(b)
            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.




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,
      2005.




21




Part
      III





Item
      10.
      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.




(a)Names
                of Directors, Age as of
            
            DirectorJune
                9, 2005 and Principal Occupation
            
            SinceJean
                Bernhard Buttner* (70). Chairman of the Board, President, andChief
                Executive Officer of the Company and Arnold Bernhard & Co., Inc.Chairman
                of the Board and President of each of the Value Line
                Funds.
            
            1982Harold
                Bernard, Jr. (74). Attorney-at-law. Retired Administrative Law Judge,
                National
                Labor Relations Board. Director of Arnold Bernhard & Co., Inc.Judge
                Bernard is a cousin of Jean Bernhard Buttner.
            
            1982Samuel
                Eisenstadt (82). Senior Vice President and Research Chairman of theCompany.
            
            1982Herbert
                Pardes, MD (71). President and CEO of New York-
                PresbyterianHospital.
            
            2000Edward
                J. Shanahan (61). President and Headmaster, Choate Rosemary Hall(boarding
                school); Director, Foundation for Greater Opportunity (not-for-profitcharter
                school).
            
            2004Howard
                A. Brecher* (51). Vice President and Secretary of the Company; Director,
                Vice President, Secretary, Treasurer and General Counsel ofArnold
                Bernhard & Co., Inc.; Assistant Treasurer and Secretary of each of theValue
                Line Funds since 2005.
            
            1992David
                T. Henigson* (47). Vice President and Director of Compliance of
                theCompany; Vice President, Secretary and Treasurer of each of the
                Value
                LineFunds;
                Vice President and Director of Arnold Bernhard & Co.,
                Inc.
            
            1992Edgar
                A. Buttner (42). Postdoctoral Fellow, Harvard University
                since2003;
                Research Associate, McLean Hospital, 2002-2003; PostdoctoralFellow,
                Massachusetts Institute of Technology, 1997-2001; Director ofArnold
                Bernhard & Co., Inc. Dr. Buttner is the son of Jean Bernhard
                Buttner.
            
            2003Marianne
                Asher (39). Private investor, graduate somatic counselor; Director
                ofArnold
                Bernhard & Co., Inc. Mrs. Asher is a daughter of Jean Bernhard
                Buttner.
            
            2004


*
      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."




22




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: Harold Bernard, Jr., Dr. Herbert Pardes and Edward J.
      Shanahan.




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 and principal
      accounting officer.





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 Director implemented
      after the disclosure of those procedures contained in the proxy statement for
      the Company's 2004 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
      our 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
      2005.





23




Item
      11.
      EXECUTIVE COMPENSATION.





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





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





The
      following table sets forth information as of June 9, 2005 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 Addressof
                Beneficial Owner
            
            Numberof
                  SharesBeneficiallyOwned
            
            Percentage
                  ofSharesBeneficiallyOwned(1)Arnold
                Bernhard
            
            
            8,631,032
            
            
            86.47
            %&
                Co., Inc.(1)220
                East 42nd StreetNew
                York, NY 10017


(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.




The
      following table sets forth information as of June 9, 2005, 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
      officers and directors as a group.





Name
                  and Addressof
                Beneficial Owner
            
            Number
                  of SharesBeneficiallyOwned
            
            PercentageofSharesBeneficiallyOwned(1)Jean
                Bernhard Buttner
            
            
            100(1
            )
            
            *Harold
                Bernard, Jr.
            
            
            450
            
            
            *Howard
                A. Brecher
            
            
            200
            
            
            *Samuel
                Eisenstadt
            
            
            100
            
            
            *David
                T. Henigson
            
            
            150
            
            
            *Dr.
                Herbert Pardes
            
            
            100
            
            
            *Edward
                J. Shanahan
            
            
            -0-
            
            
            *Stephen
                R. Anastasio
            
            
            100
            
            
            *Edgar
                A. Buttner
            
            
            100
            
            
            *Marianne
                Asher
            
            
            -0-
            
            
            *All
                directors and executive
              officers
                as a group (10 persons)
            
            
            1,300(1
            )
            
            *


*Less
      than one percent





(1)
            Excludes
                8,631,032 shares (86.47% of the outstanding shares) owned by Arnold
                Bernhard & Co., Inc. Jean Bernhard Buttner 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.





24




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.








Item
      13.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





Arnold
      Bernhard & Co., Inc. utilizes the services of officers and employees of the
      Company to the extent necessary to conduct its business. The Company and Arnold
      Bernhard & Co., Inc. allocate costs for office space, equipment and supplies
      and support staff pursuant to a servicing and reimbursement arrangement. During
      the years ended April 30, 2005, 2004, and 2003, the Company was reimbursed
      $689,000, $489,000 and $527,000, respectively, for payments it made on behalf
      of
      and services it provided to AB&Co.. At April 30, 2005 and 2004, Receivable
      from affiliates included a Receivable from AB&Co. of $107,000 and $70,000,
      respectively. For the years ended April 30, 2005, 2004, and 2003, the Company
      made payments to AB&Co. for federal income tax amounting to $12,115,000,
      $10,650,000 and $9,500,000, respectively. At April 30, 2005 accrued taxes
      payable included a federal tax liability owed to the Company from AB&Co. in
      the amount of $145,000. At April 30, 2004 accrued taxes payable included a
      federal tax liability owed to Parent in the amount of $390,000. In addition,
      a
      tax-sharing arrangement allocates the tax liabilities of the two companies
      between them. The Company pays to Arnold Bernhard & Co., Inc. an amount
      equal to the Company's liability as if it filed separate tax
      returns.





The
      Company acts as investment adviser and manager for fourteen open-ended
      investment companies, the Value Line Family of Funds. The Company earns
      investment management fees based upon the average daily net asset values of
      the
      respective funds. Effective July 1, 2000, the Company received service and
      distribution fees under rule 12b-1 of the Investment Company Act of 1940 from
      twelve of the fourteen mutual funds for which Value Line is the adviser.
      Effective September 18, 2002, the Company began receiving service and
      distribution fees under rule 12b-1 from the remaining two funds, for which
      Value
      Line, Inc. is the adviser. The Company also earned brokerage commission income
      on securities transactions executed by Value Line Securities, Inc. 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. Pending a review
      of effecting trades for the Value Line Funds, VLS in November 2004
      suspended effectuation of trades through VLS for any of the Value Line
      Funds. For the years ended April 30, 2005, 2004, and 2003, investment
      management fees, service and distribution fees and brokerage commission income
      amounted to $30,206,000, $30,851,000, and $28,022,000, respectively. These
      amounts include service and distribution fees of $9,609,000, $9,638,000, and
      $7,968,000, respectively. The related receivables from the funds for management
      advisory fees and service and distribution fees included in Receivable from
      affiliates were $2,406,000 and $2,448,000 at April 30, 2005 and 2004,
      respectively.





25




Item
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit
      and
      Non-Audit Fees





For
      the
      fiscal year ended April 30, 2005 and 2004, fees for services provided by
      Horowitz & Ullmann, P.C. were as follows:





2005
            
            2004Audit
                fees
            
            $
            129,450
            
            $
            125,625Audit-related
                fees
            
            $
            51,790
            
            $
            31,360Tax
                fees
            
            $
            89,430
            
            $
            93,840All
                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
      the Horowitz & Ullmann, P.C. prior to the provision of those services and
      has not adopted any pre-approval policies and procedures.





Part
      IV





Item
      15.
      EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.





(a)
      1.
      Financial Statements


See Item 8.




2.
      Schedules


Schedule
      XIII - Other Investments. (Reg. S-X, Article 5)





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





(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 10K 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.
  26
  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, 1994.14
                  Code
                      of Business Conduct and Code of Ethics incorporated by reference
                      to
                      Exhibit 14 to the Form 8-K filed on December 1, 2004.21
                  Subsidiaries
                      of the Registrant.31
                  Rules
                      13a-14(a) and 15d-14(a) Certifications.32
                  Section
                      1350
                      Certifications.






27





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, 2005, to be signed on its behalf by the undersigned,
      thereunto 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 Officer
  By:
                /s/ Stephen
                  R. AnastasioStephen
                  R. AnastasioChief
                  Financial Officer
    Dated:
                  July 29, 2005
  28




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, 2005, to be signed on its behalf by the undersigned as
      Directors of the Registrant.


/s/Jean
                Bernhard Buttner
            /s/
                Howard A. BrecherJean
                Bernhard Buttner
            Howard
                A. Brecher/s/Harold
                Bernard, Jr.
            /s/Samuel
                EisenstadtHarold
                Bernard, Jr.
            Samuel
                Eisenstadt/s/Edward
                J. Shanahan
            /s/David
                T. HenigsonEdward
                J. Shanahan
            David
                T. Henigson/s/Dr.
                Herbert Pardes
            /s/Edgar
                A. ButtnerDr.
                Herbert Pardes
            Edgar
                A. Buttner/s/Marianne
                AsherMarianne
                AsherDated:
                July 29, 2005








29





[LETTERHEAD
      OF


HOROWITZ
      & ULLMANN, P.C.]


Certified
      Public Accountants







**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, 2005 and 2004 and the related consolidated
      statements of income and retained earnings, changes in stockholders’ equity, and
      cash flows for each of the three years in the period ended April 30, 2005.
      These
      financial statements are the responsibility of the Company’s management; our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audits of these statements in accordance with 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. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements, assessing the accounting principles
      used and significant estimates made by management, and evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for the opinion expressed below.





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, 2005 and 2004, and the results of their operations, changes in
      stockholders’ equity, and their cash flows for each of the three years in the
      period ended April 30, 2005, in conformity with accounting principles generally
      accepted in the United States of America.





Our
      audits of the consolidated financial statements referred to above also included
      an audit of the Financial Statement Schedules listed in Item 15 (a) of Form
      10-K. In our opinion, these Financial Statement Schedules present fairly, in
      all
      material respects, the information set forth therein when read in conjunction
      with the related consolidated statements.







/s/
      Horowitz & Ullmann, P.C New
      York,
      NY


July
      14,
      2005


30




**Value
                  Line, Inc.**
 **Consolidated
                    Balance Sheets**
 **(in
                      thousands, except share amounts)**
  **Apr.
                            30, 2005**
                        ****
                        **Apr.
                            30, 2004**
                        ********
                        ****
                        ****
                        **(restated
                            * )**Current
                              Assets:Cash
                            and cash equivalents (including short term investments
                            of $5,654 and
                            $177,682, respectively)
                        
                        $
                        5,971
                        
                        $
                        178,108Trading
                            securities
                        
                        
                        —
                        
                        
                        19,981Securities
                            available for sale
                        
                        
                        76,274
                        
                        
                        46,357Receivable
                            from clearing brokers
                        
                        
                        —
                        
                        
                        5,356Accounts
                                receivable, net of allowance for doubtful accounts
                                of $52, and $40,
                                respectively
                        
                        
                        3,096
                        
                        
                        1,842Receivable
                            from affiliates
                        
                        
                        2,557
                        
                        
                        2,920Prepaid
                            expenses and other current assets
                        
                        
                        1,468
                        
                        
                        1,911Deferred
                            income taxes
                        
                        
                        32
                        
                        
                        104Total
                            current assets
                        
                        
                        89,398
                        
                        
                        256,579Long
                            term assets:Property
                            and equipment, net
                        
                        
                        5,984
                        
                        
                        6,545Capitalized
                            software and other intangible assets, net
                        
                        
                        3,483
                        
                        
                        3,800Total
                            long term assets
                        
                        
                        9,467
                        
                        
                        10,345Total
                            assets
                        
                        $
                        98,865
                        
                        $
                        266,924Liabilities
                            and Shareholders' EquityCurrent
                            Liabilities:Accounts
                            payable, accrued expenses and other liabilities
                        
                        $
                        4,331
                        
                        $
                        3,619Accrued
                            salaries
                        
                        
                        1,247
                        
                        
                        1,576Dividends
                            payable
                        
                        
                        2,495
                        
                        
                        177,172Accrued
                            taxes payable
                        
                        
                        —
                        
                        
                        422Unearned
                            revenue
                        
                        
                        29,748
                        
                        
                        29,407Deferred
                            income taxes
                        
                        
                        6,176
                        
                        
                        7,684Total
                            current liabilities
                        
                        
                        43,997
                        
                        
                        219,880Long
                            term liabilities:Unearned
                            revenue
                        
                        
                        10,344
                        
                        
                        11,464Deferred
                            charges
                        
                        
                        381
                        
                        
                        282Total
                            long term liabilities
                        
                        
                        10,725
                        
                        
                        11,746Shareholders'
                            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
                        
                        
                        30,798
                        
                        
                        19,459Treasury
                            stock, at cost (18,400 shares on 4/30/05 & 4/30/04)
                        
                        
                        (354
                        )
                        
                        (354
                        )Accumulated
                            other comprehensive income, net of tax
                        
                        
                        11,708
                        
                        
                        14,202Total
                            shareholders' equity
                        
                        
                        44,143
                        
                        
                        35,298Total
                            liabilities and shareholders' equity
                        
                        $
                        98,865
                        
                        $
                        266,924
 *
                    See
                    independent auditor's report and accompanying notes to the consolidated
                    financial statements.
  31
  **Value
                  Line, Inc.**
 **Consolidated
                  Statements of Income and Retained Earnings**
 **(in
                    thousands, except per share amounts)**
  Years
                            ended April 30,2005
                        
                        2004
                        
                        2003Revenues:Investment
                            periodicals and related publications
                        
                        $
                        52,713
                        
                        $
                        52,497
                        
                        $
                        52,469Investment
                            management fees & services
                        
                        
                        31,765
                        
                        
                        32,773
                        
                        
                        29,600Total
                            revenues
                        
                        
                        84,478
                        
                        
                        85,270
                        
                        
                        82,069Expenses:Advertising
                            and promotion
                        
                        
                        20,455
                        
                        
                        21,821
                        
                        
                        20,418Salaries
                            and employee benefits
                        
                        
                        19,445
                        
                        
                        20,764
                        
                        
                        19,938Production
                            and distribution
                        
                        
                        8,589
                        
                        
                        9,300
                        
                        
                        9,400Office
                            and administration
                        
                        
                        8,905
                        
                        
                        8,646
                        
                        
                        8,218Total
                            expenses
                        
                        
                        57,394
                        
                        
                        60,531
                        
                        
                        57,974Income
                            from operations
                        
                        
                        27,084
                        
                        
                        24,739
                        
                        
                        24,095Income
                            from securities transactions, net
                        
                        
                        8,278
                        
                        
                        8,266
                        
                        
                        6,626Income
                            before income taxes
                        
                        
                        35,362
                        
                        
                        33,005
                        
                        
                        30,721Provision
                            for income taxes
                        
                        
                        14,044
                        
                        
                        12,655
                        
                        
                        10,734Net
                            income
                        
                        $
                        21,318
                        
                        $
                        20,350
                        
                        $
                        19,987Retained
                            earnings, at beginning of year
                        
                        
                        19,459
                        
                        
                        183,768
                        
                        
                        173,760Dividends
                            declared
                        
                        
                        (9,979
                        )
                        
                        (184,659
                        )
                        
                        (9,979
                        )Retained
                            earnings, at end of year
                        
                        $
                        30,798
                        
                        $
                        19,459
                        
                        $
                        183,768Earnings
                            per share, basic and fully diluted
                        
                        $
                        2.14
                        
                        $
                        2.04
                        
                        $
                        2.00Weighted
                            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.
 32
 **Value
                  Line, Inc.**
 **Consolidated
                    Statements of Cash Flows**
 **(in
                      thousands)**
 Years
                            ended April 30,2005
                        
                        2004
                        
                        2003Cash
                            flows from operating activities:Net
                            income
                        
                        $
                        21,318
                        
                        $
                        20,350
                        
                        $
                        19,987Adjustments
                            to reconcile net income to net cash provided by operating
                            activities:Depreciation
                            and amortization
                        
                        
                        2,506
                        
                        
                        2,726
                        
                        
                        3,274Gains
                            on sales of trading securities andsecurities
                            available for sale
                        
                        
                        (8,802
                        )
                        
                        (3,075
                        )
                        
                        (2,242
                        )Unrealized
                            (gains)/losses on trading securities
                        
                        
                        1,128
                        
                        
                        (942
                        )
                        
                        (75
                        )Deferred
                            income taxes
                        
                        
                        (371
                        )
                        
                        193
                        
                        
                        (1,690
                        )Changes
                            in assets and liabilities:Proceeds
                            from sales of trading securities
                        
                        
                        43,385
                        
                        
                        41,549
                        
                        
                        4,227Purchases
                            of trading securities
                        
                        
                        (22,024
                        )
                        
                        (55,406
                        )
                        
                        (4,591
                        )(Decrease)/increase
                            in unearned revenue
                        
                        
                        (779
                        )
                        
                        2,292
                        
                        
                        (2,060
                        )Increase/(decrease)
                            in deferred charges
                        
                        
                        15
                        
                        
                        (344
                        )
                        
                        73(Decrease)/increase
                            in accounts payable and accrued expenses
                        
                        
                        796
                        
                        
                        1,043
                        
                        
                        (552
                        )(Decrease)/increase
                            in accrued salaries
                        
                        
                        (329
                        )
                        
                        186
                        
                        
                        (469
                        )(Decrease)/increase
                            in accrued taxes payable
                        
                        
                        (294
                        )
                        
                        (191
                        )
                        
                        486Decrease/(increase)
                            in prepaid expenses and other current assets
                        
                        
                        595
                        
                        
                        (667
                        )
                        
                        (40
                        )(Increase)/decrease
                            in accounts receivable
                        
                        
                        (917
                        )
                        
                        667
                        
                        
                        (33
                        )Decrease/(increase)
                            in receivable from affiliates
                        
                        
                        363
                        
                        
                        (610
                        )
                        
                        157Total
                            adjustments
                        
                        
                        15,272
                        
                        
                        (12,579
                        )
                        
                        (3,535
                        )Net
                            cash provided by operations
                        
                        
                        36,590
                        
                        
                        7,771
                        
                        
                        16,452Cash
                            flows from investing activities:Proceeds
                            from sales of equity securities
                        
                        
                        12,671
                        
                        
                        5,788
                        
                        
                        39,598Purchases
                            of equity securities
                        
                        
                        (1,039
                        )
                        
                        (1,425
                        )
                        
                        (6,894
                        )Proceeds
                            from sales of fixed income securities
                        
                        
                        9,019
                        
                        
                        229,127
                        
                        
                        57,471Purchases
                            of fixed income securities
                        
                        
                        (43,092
                        )
                        
                        (61,210
                        )
                        
                        (202,040
                        )Acquisition
                            of property and equipment
                        
                        
                        (194
                        )
                        
                        (271
                        )
                        
                        (229
                        )Expenditures
                            for capitalized software
                        
                        
                        (1,436
                        )
                        
                        (1,907
                        )
                        
                        (1,608
                        )Net
                            cash (used in)/provided by investing activities
                        
                        
                        (24,071
                        )
                        
                        170,102
                        
                        
                        (113,702
                        )Cash
                            flows from financing activities:Proceeds
                            from sales of treasury stock
                        
                        
                        —
                        
                        
                        —
                        
                        
                        45Dividends
                            paid
                        
                        
                        (184,656
                        )
                        
                        (9,982
                        )
                        
                        (9,979
                        )Net
                            cash used in financing activities
                        
                        
                        (184,656
                        )
                        
                        (9,982
                        )
                        
                        (9,934
                        )Net
                            (decrease)/increase in cash and cash equivalents
                        
                        
                        (172,137
                        )
                        
                        167,891
                        
                        
                        (107,184
                        )Cash
                            and cash equivalents at beginning of year
                        
                        
                        178,108
                        
                        
                        10,217
                        
                        
                        117,401Cash
                            and cash equivalents at end of period
                        
                        $
                        5,971
                        
                        $
                        178,108
                        
                        $
                        10,217
 
 See
                    independent auditor's report and accompanying notes to the consolidated
                    financial statements.
  33
  **VALUE
                      LINE, INC.**
 **STATEMENT
                        OF CHANGES IN STOCKHOLDERS' EQUITY**
 **FOR
                          THE THREE YEARS ENDED APRIL 30, 2005, 2004 AND
                          2003**
  Numberof
                                  commonshares
                            
                            Par
                                    valueof commonshares
                            
                            Additionalpaid-incapital
                            
                            TreasuryStock
                            
                            Comprehensiveincome
                            
                            Retainedearnings
                            
                            Accumulatedothercomprehensiveincome
                            
                            TotalBalance
                                at April 30, 2002
                            
                            
                            9,980,125
                            
                            $
                            1,000
                            
                            $
                            975
                            
                            
                            ($383
                            )
                            
                            
                            
                            $
                            173,760
                            
                            $
                            20,653
                            
                            $
                            196,005Comprehensive
                                incomeNet
                                income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            19,987
                            
                            
                            19,987
                            
                            
                            
                            
                            
                            19,987Other
                                    comprehensive income, net of tax:Change
                                    in unrealized gains on securities
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (10,680
                            )
                            
                            
                            
                            
                            (10,680
                            )
                            
                            (10,680
                            )Comprehensive
                                income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            9,307Exercise
                                of stock options
                            
                            
                            1,475
                            
                            
                            
                            
                            
                            16
                            
                            
                            29
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            45Dividends
                                declared
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (9,979
                            )
                            
                            
                            
                            
                            (9,979
                            )Balance
                                at April 30, 2003
                            
                            
                            9,981,600
                            
                            $
                            1,000
                            
                            $
                            991
                            
                            
                            ($354
                            )
                            
                            
                            
                            $
                            183,768
                            
                            $
                            9,973
                            
                            $
                            195,378Comprehensive
                                incomeNet
                                income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            20,350
                            
                            
                            20,350
                            
                            
                            
                            
                            
                            20,350Other
                                comprehensive income, net of tax:Change
                                    in unrealized gains on securities
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            4,229
                            
                            
                            
                            
                            
                            4,229
                            
                            
                            4,229Comprehensive
                                income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            24,579Dividends
                                declared
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (184,659
                            )
                            
                            
                            
                            
                            (184,659
                            )Balance
                                at April 30, 2004
                            
                            
                            9,981,600
                            
                            $
                            1,000
                            
                            $
                            991
                            
                            
                            ($354
                            )
                            
                            
                            
                            $
                            19,459
                            
                            $
                            14,202
                            
                            $
                            35,298Comprehensive
                                incomeNet
                                income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            21,318
                            
                            
                            21,318
                            
                            
                            
                            
                            
                            21,318Other
                                    comprehensive income, net of tax:Change
                                    in unrealized gains on securities
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (2,494
                            )
                            
                            
                            
                            
                            (2,494
                            )
                            
                            (2,494
                            )Comprehensive
                                income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            18,824Dividends
                                declared
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (9,979
                            )
                            
                            
                            
                            
                            (9,979
                            )Balance
                                at April 30, 2005
                            
                            
                            9,981,600
                            
                            $
                            1,000
                            
                            $
                            991
                            
                            
                            ($354
                            )
                            
                            
                            
                            $
                            30,798
                            
                            $
                            11,708
                            
                            $
                            44,143
 See
                        independent auditor's report and accompanying notes to the
                        consolidated
                        financial statements.
 34


**Value
      Line, Inc.**


**Notes
      to Consolidated Financial Statements**




**Note
      1-Organization and Summary of Significant Accounting Policies:**




Value
      Line, Inc. (the "Company") is incorporated in New York State and carries on
      the
      investment periodicals and related publications and investment management
      activities formerly performed by Arnold Bernhard & Co., Inc. (the "Parent")
      which owns approximately 86% of the issued and outstanding common stock of
      the
      Company.




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




Revenue
      recognition: Subscription revenues are recognized ratably over the terms of
      the
      subscriptions. Accordingly, the amount of subscription fees to be earned by
      servicing subscriptions after the date of the balance sheet is shown as unearned
      revenue (see note 17).




Investment
      management fees (except 12b-1 fees) and brokerage commission income are recorded
      as the related services are performed (see note 3).




Valuation
      of Securities:


The
      Company's securities classified as available for sale consist of shares of
      the
      Value Line Mutual 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 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 (see note 17).




Trading
      securities held by the Company are valued at market with unrealized gains and
      losses included in earnings.




Market
      valuation of securities listed on a securities exchange and over-the-counter
      securities traded on the NASDAQ national market is based on the closing sales
      prices on the last business day of each month. In the absence of closing sales
      prices for such securities, and for other securities traded in the
      over-the-counter market, the security is valued at the midpoint between the
      latest available and representative asked and bid prices .




Valuation
      of open-ended mutual fund shares are based upon the daily net asset values
      of
      the shares as calculated by such funds.




The
      market value of the Company's fixed maturity government debt obligations are
      valued utilizing quoted prices at the end of each day provided by an outside
      pricing service.




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.






35





**Value
        Line, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 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.
  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, 2005 and 2004, cash equivalents
        included $5,546,000 and $122,319,000, respectively, invested in the Value
        Line
        money market funds.
 
 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 $14,666,000, $12,755,000, and $11,480,000
        in
        fiscal 2005, 2004, and 2003, respectively. Interest payments of $7,000,
        $18,000, and $49,000 were made in fiscal 2005, 2004, and 2003,
        respectively.
 
 **Note
        3-Related Party Transactions:**
 
 The
        Company acts as investment adviser and manager for fourteen open-ended
        investment companies, the Value Line Family of Funds (see Note 4).
        The
        Company earns investment management fees based upon the average daily
        net
        asset values of the respective funds. Effective July 1, 2000, the
        Company
        received service and distribution fees under rule 12b-1 of the
        Investment Company Act of 1940 from twelve of the fourteen mutual
        funds for
        which Value Line is the adviser.  Effective September 18, 2002, the
        Company
        began receiving service and distribution fees under  rule 12b-1 from
        the
        remaining two funds, for which Value Line, Inc. is the adviser. The
        Company
        also earned brokerage commission income on securities transactions executed
        by Value Line Securities, Inc. on behalf of the funds that cleared
        on a
        fully disclosed basis through non-affiliated brokers, who received
        a
        portion of the gross commission. Pending a review of effecting trades for
        the
        Value Line Funds, VLS in November 2004 suspended effectuation of trades
        through VLS for any of the Value Line Funds. For the years ended April
        30,
        2005, 2004, and 2003, investment management fees, service and distribution
        fees and brokerage commission income amounted to $30,206,000,
        $30,851,000, and $28,022,000, respectively. These amounts include
        service
        and distribution fees of $9,609,000, $9,638,000, and $7,968,000,
        respectively. The related receivables from the funds for
        management advisory fees and service and distribution fees included
        in
        Receivable from affiliates were  $2,406,000, and $2,448,000 at April
        30,
        2005 and 2004, respectively.
  36
 
 **Value
          Line, Inc.**
 **Notes
          to Consolidated Financial Statements**
 For
        the
        years ended April 30, 2005, 2004, and 2003, the Company was reimbursed
        $689,000, $489,000 and $527,000, respectively, for payments it made
        on
        behalf of and services it provided to the Parent. At April 30, 2005
        and
        2004, Receivable from affiliates included a Receivable from the Parent
        of
        $107,000 and $70,000, respectively. For the years ended April 30, 2005, 2004,
        and 2003, the Company made payments to the Parent for federal income
        tax
        amounting to $12,115,000, $10,650,000 and $9,500,000, respectively.
        At
        April 30, 2005 accrued taxes payable included a federal tax liability
        owed
        to the Company from the Parent in the amount of $145,000. At April 30,
        2004 accrued taxes payable included a federal tax liability owed to
        Parent
        in the amount of $390,000.  These data are in accordance with the
        tax
        sharing arrangement described in Note 6.
 
 **Note
        4-Investments:**
  **Trading
        Securities:**
 
 There
        were no trading securities held at April 30, 2005. Securities held by the
        Company at April 30, 2004 had an aggregate cost of $18,854,000 and
        a market
        value of $19,981,000.
 Net
        realized trading gains amounted to $2,502,000 during the year ended April
        30,
        2005. Net realized trading gains amounted to $2,084,000 during the
        year
        ended April 30, 2004. Net realized trading losses amounted to $969,000
        during fiscal 2003.
 The
        net
        changes in trading securities for the period ended April 30, 2005 was a loss
        of
        $1,128,000.
 The
        net
        changes in unrealized gains for the periods ended April 30, 2004 and 2003
        of
         $942,000 and $75,000, 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
        are invested in the Value Line mutual funds, was $19,169,000 and the
        market
        value was $37,209,000 at April 30, 2005. The aggregate cost of the
        securities at April 30, 2004 was $24,502,000 and the market value was
        $46,353,000. The total gains for equity securities with net gains
        included
        in Accumulated Other Comprehensive Income on  the Consolidated Balance
        Sheet are $18,157,000 and $21,850,000, net of deferred taxes of $6,355,000
        and
         $7,648,000, as of April 30, 2005 and 2004, respectively. Losses on
        equity
        securities included  in Accumulated Other Comprehensive Income for
        the
        fiscal years ended April 30, 2005 was $117,000.
 There
        were no losses on equity securities included in Accumulated Other Comprehensive
        Income for fiscal year 2004. The decrease in gross unrealized gains
        on
        these securities of $3,810,000 and the increase of  $8,066,000, net
        of
        deferred taxes of $1,344,000 and $2,823,000, were included in Shareholders'
        Equity at  April 30, 2005 and 2004, respectively.
  Realized
        capital gains from the sales of securities available for sale were $6,177,000,
        $1,441,000 and $2,609,000 of which $5,738,000, $1,413,000 and $1,997,000
        of
        capital gains were reclassified out of  Accumulated Other Comprehensive
        Income into earnings during fiscal years ended April 30, 2005, 2004,
        and 2003, respectively. The proceeds received from the sales of these
        securities during the fiscal years ended April 30, 2005, 2004, and
        2003
        were $12,671,000, $9,751,000 and $39,598,000, respectively. Proceeds
        and
        capital gains for fiscal 2005 include $433,000 from the sale of shares of
        common
        stock, received from a vendor in a negotiated contract. An additional
        $74,000 is being held in escrow until  January 2006.
  37
 **Value
          Line, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **Government
        Debt Securities:**
 
 The
        Company's investments in debt securities are available for sale and valued
        at
        market value.  The aggregate cost and fair value at April 30, 2005
        for U.S.
        government debt securities classified as available for sale were as
        follows:
 
 (In
                    Thousands)Historical
                    Cost
                
                Fair
                    Value
                
                Gross
                    Unrealized
                    Holding
                      LossesMaturityDue
                    in less than 2 years
                
                $
                34,506
                
                $
                34,481
                
                
                ($25
                )Due
                    in 2-5 years
                
                
                4,587
                
                
                4,584
                
                
                (3
                )Total
                    investment in debt securities
                
                $
                39,093
                
                $
                39,065
                
                
                ($28
                )
  The
          aggregate cost and fair value at April 30, 2004 for U.S. government debt
          securities classified as
          available for sale were as follows:
 (In
                      Thousands)Historical
                      Cost
                  
                  Fair
                      Value
                  
                  Gross
                      Unrealized
                      Holding
                        GainsMaturityDue
                      in 1-2 years
                  
                  $
                  1
                  
                  $
                  1
                  
                  $
                  0Total
                      investment in debt securities
                  
                  $
                  1
                  
                  $
                  1
                  
                  $
                  0
  The
          unrealized loss of $28,000 in U.S. government debt securities was included
          in
          Accumulated Other Comprehensive Income on the Consolidated Balance Sheets
          as of
          April 30, 2005. There are no gains or losses on U.S. government debt securities
          included in Accumulated Other Comprehensive Income on the Consolidated
          Balance
          Sheets as of April 30, 2004.
 
 The
          average yield on the U.S. Government debt securities classified as available
          for
          sale at April 30, 2005 and April 30, 2004 was 3.62% and 2.59%,
          respectively.
 
 Proceeds
          from sales of government debt securities classified as available for sale
          during
          fiscal 2005 were$9,019,000. There were no related gains or losses.
 Proceeds
          from sales of government debt securities classified as available for sale
          during
          fiscal 2004 were$230,210,000 and the related loss on sales, which were
          reclassified from Accumulated Other Comprehensive Income
          in
          the Balance Sheet, was $354,000. Proceeds from sales of government debt
          securities available for sale during fiscal 2003 were $57,471,000 and the
          related gain on sales, which were reclassified from Accumulated
          Other Comprehensive Income on the Balance Sheet, was $602,000.
 
 For
          the
          years ended April 30, 2005, 2004, and 2003, income from securities transactions
          also included $239,000, $247,000,and $832,000 of dividend income; $363,000,
          $4,012,000, and $3,529,000 of interest income; and $7,000, $18,000 and
          $49,000
          of related interest expense, respectively.
  38
  **Value
            Line, Inc.**
 **Notes
            to Consolidated Financial Statements**
  **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
                      30,2005
                  
                  2004(in
                      thousands)Land
                  
                  $
                  726
                  
                  $
                  726Building
                      and leasehold improvements
                  
                  
                  7,834
                  
                  
                  7,834Furniture
                      and equipment
                  
                  
                  10,752
                  
                  
                  10,56919,312
                  
                  
                  19,129Accumulated
                      depreciation and amortization
                  
                  
                  (13,328
                  )
                  
                  (12,584
                  )$
                  5,984
                  
                  $
                  6,545
  **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:
 Years
                      ended April 30,2005
                  
                  2004
                  
                  2003Current:
                  
                  
                  
                  (in
                      thousands)Federal
                  
                  $
                  11,860
                  
                  $
                  10,453
                  
                  $
                  10,383State
                      and local
                  
                  
                  2,555
                  
                  
                  2,056
                  
                  
                  2,04114,415
                  
                  
                  12,509
                  
                  
                  12,424Deferred:Federal
                  
                  
                  (361
                  )
                  
                  134
                  
                  
                  (1,704
                  )State
                      and local
                  
                  
                  (10
                  )
                  
                  12
                  
                  
                  14(371
                  )
                  
                  146
                  
                  
                  (1,690
                  )Provision
                      for income taxes
                  
                  $
                  14,044
                  
                  $
                  12,655
                  
                  $
                  10,734
  Deferred
        taxes are provided for temporary differences between the financial reporting
        basis and the tax basis of the Company's assets and liabilities. The tax
        effect
        of temporary differences giving rise to the Company's deferred tax
        (liability)/asset are as follows:
  39
 **Value
          Line, Inc.**
 **Notes
          to Consolidated Financial Statements**
  Years
                      ended April 30,2005
                  
                  2004
                  
                  2003(in
                      thousands)Unrealized
                      gains on securities held for sale
                  
                  
                  ($6,304
                  )
                  
                  ($7,648
                  )
                  
                  ($5,370
                  )Unrealized
                      gains on trading securities
                  
                  
                  —
                  
                  
                  (395
                  )
                  
                  (65
                  )Depreciation
                      and amortization
                  
                  
                  (356
                  )
                  
                  (101
                  )
                  
                  (294
                  )Deferred
                      professional fees
                  
                  
                  342
                  
                  
                  348
                  
                  
                  340Deferred
                      charges
                  
                  
                  183
                  
                  
                  151
                  
                  
                  308Other,
                      net
                  
                  
                  (41
                  )
                  
                  65
                  
                  
                  (127
                  )($6,176
                  )
                  
                  ($7,580
                  )
                  
                  ($5,208
                  )
  Included
          in deferred income taxes in total current assets are deferred state and
          local
          income taxes of
          $32,000 and $104,000 at April 30, 2005 and 2004, 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:
  Years
                      ended April 30,2005
                  
                  2004
                  
                  2003(in
                      thousands)Tax
                      expense at the U.S. statutory rate
                  
                  $
                  12,377
                  
                  $
                  11,552
                  
                  $
                  10,752Increase
                      (decrease) in tax expense from:State
                      and local income taxes, net offederal
                      income tax benefit
                  
                  
                  1,654
                  
                  
                  1,344
                  
                  
                  1,336Effect
                      of tax exempt income and dividenddeductions
                  
                  
                  (88
                  )
                  
                  (278
                  )
                  
                  (95
                  )Other,
                      net
                  
                  
                  101
                  
                  
                  37
                  
                  
                  (1,259
                  )Provision
                      for income taxes
                  
                  $
                  14,044
                  
                  $
                  12,655
                  
                  $
                  10,734
  The
                provision for income taxes has been reduced by approximately $1,257,000
                for the
                fiscal year ended April 30, 2003, primarily resulting from the favorable
                disposition of a pending tax audit, which was concluded during the
                year.
 
 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.
   40
  **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 upon the salaries
                of
                eligible employees and the amount of consolidated net operating income
                as
                defined in the Plan. Plan expense, included in salaries and employee
                benefits in
                the Consolidated Statements of Income and Retained Earnings, for
                the years ended
                April 30, 2005, 2004, and 2003 was $1,082,000, $1,217,000, and $862,000,
                respectively.
 
 **Note
                8-Incentive Stock Options:**
 
 On
                April
                17, 1993, the Incentive Stock Option Plan expired. On the date of
                expiration,
                22,550 options available for grant were cancelled. Information on
                the Incentive
                Stock Option Plan for the three years ended April 30, 2005, is as
                follows:
 NumberofShares
                        
                        OptionPricesOutstanding
                            at April 30, 2002
                        
                        
                        1,475
                        
                        $
                        29.75Granted
                        
                        
                        —Exercised
                        
                        
                        (1,475
                        )
                        $
                        29.75Cancelled
                        
                        
                        —Outstanding
                            at April 30, 2003
                        
                        
                        —Granted
                        
                        
                        —Exercised
                        
                        
                        —Cancelled
                        
                        
                        —Outstanding
                            at April 30, 2004
                        
                        
                        —Granted
                        
                        
                        —Exercised
                        
                        
                        —Cancelled
                        
                        
                        —Outstanding
                            at April 30, 2005
                        
                        
                        —
 At
                April
                30, 2005, all of the options under the option plan were exercised.
                Of the common
                stock held in treasury at April 30, 2002, 1,475 shares were issued
                during fiscal
                2003 for the exercise of stock options.
   41
  **Value
                  Line, Inc.**
 **Notes
                  to Consolidated Financial Statements**
 **Note
                9-Treasury Stock:**
 Treasury
                stock, at cost, for the three years ended April 30, 2005, consists
                of the
                following:
 Shares
                        
                        Amount(in
                            thousands)Balance
                            April 30, 2002
                        
                        
                        19,875
                        
                        $
                        383Exercise
                            of incentive stock options
                        
                        
                        (1,475
                        )
                        
                        (29
                        )Balance
                            April 30, 2003
                        
                        
                        18,400
                        
                        $
                        354Exercise
                            of incentive stock options
                        
                        
                        —
                        
                        
                        —Balance
                            April 30, 2004
                        
                        
                        18,400
                        
                        $
                        354Exercise
                            of incentive stock options
                        
                        
                        —
                        
                        
                        —Balance
                            April 30, 2005
                        
                        
                        18,400
                        
                        $
                        354
  **Note
                  10-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 total amount of
                  the base rent
                  payments is being charged to expense on the straight-line method
                  over the term
                  of the lease. The Company has recorded a deferred charge on its
                  Consolidated
                  Balance Sheets to reflect the excess of annual rental expense over
                  cash payments
                  since inception of the lease. On September 14, 2000, the Company
                  amended its
                  lease for primary office space and returned to the landlord approximately
                  6,000
                  square feet of excess office capacity, reducing the Company's future
                  minimum
                  lease payments, accordingly.
 
 Future
                  minimum payments, exclusive of forecasted increases in real estate
                  taxes and
                  wage escalations, under operating leases for office space, with
                  remaining terms
                  of one year or more, are as follows:
 Year
                              ended April 30:
                          
                          (in
                              thousands)2006
                          
                          
                          1,7882007
                          
                          
                          1,7882008
                          
                          
                          1,148Thereafter
                          
                          
                          21$
                          4,745
 Rental
          expense for the years ended April 30, 2005, 2004 and 2003 under operating
          leases
          covering office space was $1,799,000, $1,544,000, and $1,350,000,
          respectively.
   42
 
 **Value
            Line, Inc.**
 **Notes
            to Consolidated Financial Statements**
 **Note
          11-Business Segments:**
 
 The
          Company operates two reportable business segments: Publishing and Investment
          Management Services. The publishing segment produces investment related
          periodicals in both print and electronic form. The investment management
          segment
          provides advisory services to mutual funds, institutional and individual
          clients
          as well as brokerage services for the Value Line family of mutual funds.
          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, 2005**Publishing
                  
                  Investment
                  
                  TotalManagement
                    ServicesRevenues
                      from external customers
                  
                  $
                  52,713
                  
                  $
                  31,765
                  
                  $
                  84,478Intersegment
                      revenues
                  
                  
                  180
                  
                  
                  —
                  
                  
                  180Income
                      from securities transactions
                  
                  
                  14
                  
                  
                  7,914
                  
                  
                  7,928Depreciation
                      and amortization
                  
                  
                  2,384
                  
                  
                  106
                  
                  
                  2,490Segment
                      profit
                  
                  
                  16,420
                  
                  
                  10,680
                  
                  
                  27,100Segment
                      assets
                  
                  
                  14,871
                  
                  
                  44,409
                  
                  
                  59,280Expenditures
                      for segment assets
                  
                  
                  1,441
                  
                  
                  189
                  
                  
                  1,630
   **April
                      30, 2004**Publishing
                  
                  
                  Investment
                  
                  
                  TotalManagement
                    ServicesRevenues
                      from external customers
                  
                  $
                  52,497
                  
                  $
                  32,773
                  
                  $
                  85,270Intersegment
                      revenues
                  
                  
                  193
                  
                  
                  —
                  
                  
                  193Income
                      from securities transactions
                  
                  
                  4
                  
                  
                  8,262
                  
                  
                  8,266Depreciation
                      and amortization
                  
                  
                  2,632
                  
                  
                  62
                  
                  
                  2,694Segment
                      profit
                  
                  
                  14,391
                  
                  
                  10,380
                  
                  
                  24,771Segment
                      assets
                  
                  
                  14,592
                  
                  
                  74,786
                  
                  
                  89,378Expenditures
                      for segment assets
                  
                  
                  2,128
                  
                  
                  45
                  
                  
                  2,173
   43
  **Value
              Line, Inc.**
 **Notes
              to Consolidated Financial Statements**
  **April
                        30, 2003**Publishing
                    
                    Investment
                    
                    TotalManagementServicesRevenues
                        from external customers
                    
                    $
                    52,469
                    
                    $
                    29,600
                    
                    $
                    82,069Intersegment
                        revenues
                    
                    
                    180
                    
                    
                    —
                    
                    
                    180Income
                        from securities transactions
                    
                    
                    38
                    
                    
                    6,588
                    
                    
                    6,626Depreciation
                        and amortization
                    
                    
                    3,080
                    
                    
                    156
                    
                    
                    3,236Segment
                        profit
                    
                    
                    13,660
                    
                    
                    10,473
                    
                    
                    24,133Segment
                        assets
                    
                    
                    18,648
                    
                    
                    227,786
                    
                    
                    246,434Expenditures
                        for segment assets
                    
                    
                    1,571
                    
                    
                    37
                    
                    
                    1,608
  Reconciliation
                of Reportable Segment Revenues,
 Operating
                  Profit and Assets
 (in
                    thousands)
 2005
                            
                            2004
                            
                            2003**Revenues**Total
                                revenues for reportable segments
                            
                            $
                            84,658
                            
                            $
                            85,463
                            
                            $
                            82,249Elimination
                                of intersegment revenues
                            
                            
                            (180
                            )
                            
                            (193
                            )
                            
                            (180
                            )Total
                                consolidated revenues
                            
                            $
                            84,478
                            
                            $
                            85,270
                            
                            $
                            82,069**Segment
                                profit**Total
                                profit for reportable segments
                            
                            $
                            35,028
                            
                            $
                            33,037
                            
                            $
                            30,759Add:
                                Income from securities transactionsrelated
                                to corporate assets
                            
                            
                            350
                            
                            
                            —
                            
                            
                            —Less:
                                Depreciation related to corporate assets
                            
                            
                            (16
                            )
                            
                            (32
                            )
                            
                            (38
                            )Income
                                before income taxes
                            
                            $
                            35,362
                            
                            $
                            33,005
                            
                            $
                            30,721**Assets**Total
                                assets for reportable segments
                            
                            $
                            59,280
                            
                            $
                            89,378
                            
                            $
                            246,434Corporate
                                assets
                            
                            
                            39,585
                            
                            
                            177,546
                            
                            
                            380Consolidated
                                total assets
                            
                            $
                            98,865
                            
                            $
                            266,924
                            
                            $
                            246,814
  **Note
                        12-Net Capital:**
 
 The
                        Company's wholly owned subsidiary, Value Line Securities,
                        Inc., is subject to
                        the net capital provisions of Rule 15c3-1 under the Securities
                        Exchange Act of
                        1934, which requires the maintenance of minimum net capital
                        of $100,000 or
                        one-fifteenth of aggregate indebtedness, if larger. Additionally,
                        dividends may
                        only be declared if aggregate indebtedness is less than twelve
                        times net
                        capital.
 
 At
                        April
                        30, 2005, the net capital, as defined, of Value Line Securities,
                        Inc. of
                        $3,363,800 exceeded required net capital by $3,263,800 and
                        the ratio of
                        aggregate indebtedness to net capital was .24 to 1.
  44
 
 ****Value
                        Line, Inc.**** **Notes
                          to Consolidated Financial Statements**
  **Note
                        13-Disclosure of Credit Risk of Financial Instruments with
                        Off Balance Sheet
                        Risk:**
 
 In
                        the
                        normal course of business, the Company enters into contractual
                        commitments,
                        principally financial futures contracts for securities indices.
                        Financial
                        futures contracts provide for the delayed delivery of financial
                        instruments for
                        which the seller agrees to make delivery at a specified future
                        date, at a
                        specified price or yield. The contract or notional amount
                        of these contracts
                        reflects the extent of involvement the Company has in these
                        contracts. At April
                        30, 2005 and 2004, 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.
 
 Value
                        Line Securities, Inc. executed, as agent, securities transactions
                        on behalf of
                        the Value Line mutual funds. If either the mutual fund or
                        a counter party fail
                        to perform, Value Line Securities, Inc. may be required to
                        discharge the
                        obligations of the nonperforming party. In such circumstances,
                        Value Line
                        Securities, Inc. may sustain a loss if the market value of
                        the security is
                        different from the contract value of the transaction.
 
 No
                        single
                        customer accounted for a significant portion of the Company's
                        sales in 2005,
                        2004 or 2003, nor accounts receivable for 2005 or 2004.
 
 **Note
                        14-Comprehensive Income:**
 
 During
                        the fiscal year 1999, the Company 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, 2005, 2004, and 2003, 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 taxes, has been recorded in Accumulated Other Comprehensive
                        Income in
                        the Company's Balance Sheets.
 
 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)
                                
                                TaxYear
                                    ended 4-30-05
                                
                                Amount
                                
                                or
                                    Benefit
                                
                                AmountUnrealized
                                    Gains on Securities:Unrealized
                                    Holding Gains/(Losses)Arising
                                    during the period
                                
                                $
                                1,902
                                
                                
                                ($666
                                )
                                $
                                1,236Less:
                                    Reclassification adjustmentsfor
                                    gains realized in net income
                                
                                
                                (5,738
                                )
                                
                                2,008
                                
                                
                                (3,730
                                )Other
                                    Comprehensive income
                                
                                
                                ($3,836
                                )
                                $
                                1,342
                                
                                
                                ($2,494
                                )Year
                                    ended 4-30-04Unrealized
                                    Gains on Securities:Unrealized
                                    Holding Gains/(Losses)Arising
                                    during the period
                                
                                $
                                7,566
                                
                                
                                ($2,649
                                )
                                $
                                4,917Less:
                                    Reclassification adjustmentsfor
                                    gains realized in net income
                                
                                
                                (1,059
                                )
                                
                                371
                                
                                
                                (688
                                )Other
                                    Comprehensive income
                                
                                $
                                6,507
                                
                                
                                ($2,278
                                )
                                $
                                4,229Year
                                    ended 4-30-03Unrealized
                                    Gains on Securities:Unrealized
                                    Holding Gains/(Losses)Arising
                                    during the period
                                
                                
                                ($13,831
                                )
                                $
                                4,840
                                
                                
                                ($8,991
                                )Less:
                                    Reclassification adjustmentsfor
                                    gains realized in net income
                                
                                
                                ($2,599
                                )
                                
                                910
                                
                                
                                (1,689
                                )Other
                                    Comprehensive income
                                
                                
                                ($16,430
                                )
                                $
                                5,750
                                
                                
                                ($10,680
                                )
  45
  Value
          Line, Inc. **Notes
            to Consolidated Financial Statements**
  **Note
              15-Accounting for the Costs of Computer Software Developed for Internal
              Use:**
 
 During
              fiscal year 1999, the Company adopted the provisions of the Statement
              of
              Position 98-1, (SOP98-1), "Accounting for the Costs of Computer Software
              Developed for Internal Use". SOP 98-1 is effective for tax years ending
              after
              December 31, 1998.
 
 The
              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, 2005 and 2004, the Company capitalized $861,000 and $1,123,000
              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
              30,2005,
              2004 and 2003 was $940,000, $889,000, and $1,062,000, respectively.
 
 **Note
              16-Contingencies:**
 
 The
              Company commenced an action in New York Supreme Court, seeking damages
              in an
              unspecified amount, against a small mutual fund company pertaining
              to a
              contemplated transaction. The Company was countersued for alleged damages
              in
              excess of $5,000,000. The action was settled without a material adverse
              effect
              on the Company. A related entity of the defendant in the New York action
              brought
              suit against the Company and certain Directors in Federal Court in
              Texas based
              on the same transaction. On the Company's motion, that action has been
              transferred from Texas to New York. Although the ultimate outcome of
              the
              litigation is subject to the inherent uncertainties of any legal proceeding,
              based upon Counsel's analysis of the factual and legal issues and the
              Company's
              meritorious defenses, it is management's belief that the expected outcome
              of
              this matter will not have a material adverse effect on the Company's
              consolidated results of operations and financial condition.
  By
              letter dated June 15, 2005, the staff of the
              Securities and Exchange Commission requested the Company as part of
              a
              preliminary inquiry to provide documents relating to, among other things,
              trades
              for the Company's proprietary accounts, and the effectuation and execution
              of
              trades through VLS for the Value Line Funds. The Company intends
              to
              cooperate with the preliminary inquiry.
   46
 
 **Note
              17-Restatement of Financial Position:**
 
 The
              Company has in the past consistently classified its unearned revenue,
              which
              represents the amount of subscription fees to be earned by servicing
              subscriptions after the date of the balance sheet (see Note 1),as a
              non-current
              deferred credit. This classification recognized that the fulfillment
              of this
              commitment will require the use of significantly fewer current assets
              than the
              amount of the unearned revenues. The Company has reclassified its unearned
              revenue to conform with the provisions of Accounting Research Bulletin
              No. 43,
              and accordingly has restated its consolidated financial statements
              for the years
              ended April 30, 2004 and 2003 to reflect the portion of the unearned
              revenue
              that will be recognized during the twelve months following the date
              of the
              balance sheet as a current liability. This presentation is also used
              for the
              year ended April 30, 2005.This presentation is in conformity with generally
              accepted accounting principles.
 
 In
              connection with the aforementioned reclassification of the unearned
              revenue, the
              Company decided to reclassify securities available for sale from non-current
              to
              current assets. As previously discussed, the Company uses significantly
              fewer
              current assets than the amount of the unearned revenues to fulfill
              its
              commitments to serve its subscribers. However, in the unlikely event
              that the
              need arises to fully satisfy its current liabilities immediately, the
              Company
              could do so by selling a portion of its portfolio of securities available
              for
              sale. Therefore, in light of the reclassification of its unearned revenue,
              the
              Company believes that reclassifying its available for sale securities
              as current
              assets will more accurately reflect the liquidity position of the Company.
              The
              deferred income taxes liability, which primarily represents future
              taxes on the
              unrealized gains on the available for sale securities has also been
              reclassified
              as a current liability.
 
 Accordingly,
              the accompanying consolidated financial statements, as of April 30,
              2004 and
              2003 and for the years then ended have been restated from those originally
              reported to reflect the reclassification of unearned revenue and available
              for
              sale securities. The change in the classification of unearned revenue
              and
              available for sale securities has no impact on the Company's reported
              net income
              or cash flows.
 
 Summarized
              financial information illustrating the effect of the restatement on
              the
              Company's consolidated financial statements is as follows:
 **April
                          30, 2004**As
                          OriginallyReported
                      
                      As
                          RestatedFinancial
                          PositionCurrent
                          AssetsSecurities
                          available for sale
                      
                      $
                      —
                      
                      $
                      46,357Long-Term
                          AssetsLong-term
                          securities available for sale
                      
                      
                      46,357
                      
                      
                      —Current
                          LiabilitiesUnearned
                          revenue
                      
                      
                      —
                      
                      
                      29,407Deferred
                          Income Taxes
                      
                      
                      
                      
                      
                      7,684Long-Term
                          LiabilitiesUnearned
                          revenue
                      
                      
                      40,871
                      
                      
                      11,464Deferred
                          Income Taxes
                      
                      
                      7,684
   47
  **Value
                    Line, Inc.****Schedule
                    XIII-Other Investments:4/30/2005****Securities
                    Available For Sale:**
                
                **Historical**
                
                **Market****Cost**
                
                **Value****Investments
                    In Value Line Mutual Funds****The
                    Value Line Fund**
                
                
                **569,463**
                
                
                **497,873****The
                    Value Line Income & Growth Fund**
                
                
                **556,405**
                
                
                **511,258****The
                    Value Line Emerging Opportunity Fund, Inc.**
                
                
                **6,225,491**
                
                
                **13,434,320****The
                    Value Line Asset Allocation Fund, Inc.**
                
                
                **11,814,390**
                
                
                **22,762,400****Total
                    Investments In Value Line Mutual Funds**
                
                **$**
                **19,165,749**
                ****
                **$**
                **37,205,851****Other
                    Investments:****300
                    Shares of National Association of Securities Dealers,
                    Inc.**
                
                **$**
                **3,300**
                ****
                **$**
                **3,300****Fixed
                    Income Investments****Chicago
                    Illinois School Finance Muni Bond 5.375% due 6/08**
                
                
                **1,244,814**
                
                
                **1,245,408****Missouri
                    State Cert. Participation Muni Bond 5% due 6/08**
                
                
                **3,342,565**
                
                
                **3,338,495****Treasury
                    Note 2.625% due 11/07**
                
                
                **5,704,898**
                
                
                **5,623,406****Federal
                    Home Loan Bank 3.375% due 2/07**
                
                
                **14,824,875**
                
                
                **14,881,350****Federal
                    Home Loan Bank 2.50% due 4/06**
                
                
                **1,000**
                
                
                **989****Weekly
                    Adjustable Northern California Transmission Muni Bonds due
                    5/24**
                
                
                **5,475,000**
                
                
                **5,475,000****Weekly
                    Adjustable Energy Northwest WA Muni Bond due 7/18**
                
                
                **8,500,000**
                
                
                **8,500,000****Total
                    Fixed Income Investments**
                
                **$**
                **39,093,152**
                ****
                **$**
                **39,064,648****Total
                    Securities Available For Sale**
                
                **$**
                **58,262,201**
                ****
                **$**
                **76,273,799**
   48