UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM 10-Q
(Mark One)

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

For the quarterly period ended OctoberJuly 31, 2008
or

o
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

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 incorporation or organization) (I.R.S. Employer Identification No.)
   
220 East 42nd Street, New York, New York 10017-5891
(Address of principal executive offices) (Zip Code)

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

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

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

Large accelerated filer ¨o
Accelerated filer ¨o
Non-accelerated filer x
Smaller reporting company ¨o
 (Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class
 Outstanding at OctoberAugust 31, 2008
   
Common stock, $.10 par value 9,981,600 Shares


 
EXPLANATORY NOTE

This Quarterly Report on Form 10-Q/A Amendment No. 1 for the period ended July 31, 2008 is being filed for the purpose of refiling the revised certifications Exhibits 31.1 and 31.2, which omitted the certification regarding internal control over financial reporting required by item 601(b)(31) of Regulation S-K. In addition, the titles of Principal Executive Officer and Principal Financial Officer have been added to the signature page(s).

Other than as set forth above, the information contained in this Form 10-Q/A has not been updated to reflect events and circumstances occurring since its original filing with the Securities and Exchange Commission on September 15, 2008. Such matters have been or will be addressed, as necessary, in reports filed with the Commission (other than this amended report) subsequent to the date of the original filing of our quarterly report.
 
 
VALUE LINE INC.
TABLE OF CONTENTS

Page No.
PART I. FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements:
Consolidated Condensed Balance Sheets as of October 31, 2008 and April 30, 20083
Consolidated Condensed Statements of Income for the three and six months ended October 31, 2008 and 20074
Consolidated Condensed Statements of Cash Flows for the three and six months ended October 31, 2008 and 20075
Consolidated Condensed Statement of Changes in Shareholders’ Equity for the six months ended October 31, 20086
Consolidated Condensed Statement of Changes in Shareholders’ Equity for the six months ended October 31, 20077
Notes to Consolidated Condensed Financial Statements8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations15
Item 3.Quantitative and Qualitative Disclosures About Market Risk21
Item 4.Controls and Procedures22
PART II. OTHER INFORMATION
Item 1.Legal Proceedings23
Item 1A.Risk Factors23
Item 6.Exhibits23
Signatures24
EX-31.1 (Certifications required under Section 302 of the Sarbanes-Oxley Act of 2002)  
EX-31.2 (Certifications required under Section 302 of the Sarbanes-Oxley Act of 2002)  
EX-32.1 (Certifications required under Section 906 of the Sarbanes-Oxley Act of 2002)  

Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Condensed Balance Sheets
(in thousands, except share amounts)

 October 31,  Apr. 30,  July 31, Apr. 30, 
 2008  2008  2008 2008 
 (unaudited)     (unaudited)   
           
Assets             
Current Assets:             
Cash and cash equivalents (including short term investments of $38,405 and $8,159, respectively) $39,082  $8,955 
Cash and cash equivalents (including short term investments of $14,740 and $8,159, respectively) $15,300 $8,955 
Trading securities 17,091  19,857   16,608  19,857 
Securities available for sale 50,589  97,043   91,945  97,043 
Accounts receivable, net of allowance for doubtful accounts of $49, and $107, respectively  2,527   2,733 
Accounts receivable, net of allowance for doubtful accounts of $49 and $107, respectively  3,505  2,733 
Receivable from affiliates 1,941  2,445   2,653  2,445 
Prepaid expenses and other current assets 992  1,048   979  1,048 
Deferred income taxes  759   155   155  155 
               
Total current assets 112,981  132,236   131,145  132,236 
               
Long term assets               
Property and equipment, net 4,616  4,709   4,596  4,709 
Capitalized software and other intangible assets, net  807   1,008   769  1,008 
               
Total long term assets 5,423  5,717   5,365  5,717 
               
Total assets $118,404  $137,953  $136,510 $137,953 
               
Liabilities and Shareholders' Equity               
Current Liabilities:               
Accounts payable and accrued liabilities $4,002  $5,135  $3,238 $5,135 
Accrued salaries 1,461  1,471   1,444  1,471 
Dividends payable 3,993  2,995   3,993  2,995 
Accrued taxes payable 26  129   2,763  129 
Unearned revenue 23,185  26,610   24,353  26,610 
Deferred income taxes  0   7,839   7,181  7,839 
               
Total current liabilities 32,667  44,179   42,972  44,179 
               
Long term liabilities               
Unearned revenue  5,974   5,920   5,827  5,920 
               
Total long term liabilities 5,974  5,920   5,827  5,920 
               
Shareholders' Equity:               
Common stock, $.10 par value; authorized 30,000,000 shares; issued 10,000,000 shares  1,000   1,000   1,000  1,000 
Additional paid-in capital 991  991   991  991 
Retained earnings 78,572  70,954   72,023  70,954 
Treasury stock, at cost (18,400 shares on 10/31/08 and 4/30/08)  (354)  (354)
Treasury stock, at cost (18,400 shares on 7/31/08 and 4/30/08)  (354) (354)
Accumulated other comprehensive income, net of tax  (446)  15,263   14,051  15,263 
               
Total shareholders' equity 79,763  87,854   87,711  87,854 
               
Total liabilities and shareholders' equity $118,404  $137,953  $136,510 $137,953 

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

32
Part I - Financial Information
Item 1. Financial Statements

Value Line, Inc.
Consolidated Condensed Statements of Income
(in thousands, except share & per share amounts)
(unaudited)

  
Three months ended
October 31,
  
Six months ended
October 31,
 
  2008  2007  2008  2007 
             
Revenues:            
Investment periodicals and related publications $9,956  $10,860  $20,293  $21,823 
Licensing fees  1,239   1,792   2,920   3,445 
Investment management fees & services  7,132   8,458   15,327   16,643 
                 
Total revenues  18,327   21,110   38,540   41,911 
                 
Expenses:                
Advertising and promotion  3,328   3,478   6,569   7,074 
Salaries and employee benefits  4,809   4,524   9,666   9,133 
Production and distribution  1,459   1,611   2,989   3,274 
Office and administration  2,465   2,081   5,585   4,049 
                 
Total expenses  12,061   11,694   24,809   23,530 
                 
                 
Income from operations  6,266   9,416   13,731   18,381 
Income from securities transactions, net  10,084   885   10,716   1,586 
                 
Income before income taxes  16,350   10,301   24,447   19,967 
Provision for income taxes  5,808   3,942   8,843   7,665 
                 
Net income $10,542  $6,359  $15,604  $12,302 
                 
Earnings per share, basic & fully diluted $1.05  $0.64  $1.56  $1.23 
                 
Weighted average number of common shares  9,981,600   9,981,600   9,981,600   9,981,600 

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

4
Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Condensed Statements of Cash Flows
(in thousands)
(unaudited)

  
 For the six months
ended
 
  
October 31,
2008
  
October 31,
2007
 
Cash flows from operating activities:      
Net income $15,604  $12,302 
         
Adjustments to reconcile net income to net cash  provided by operating activities:        
Depreciation and amortization  621   901 
Gains on sales of trading securities and securities available for sale  (9,389)  (7)
Unrealized losses on trading securities  197   41 
Deferred income taxes  (69)  (14)
         
Changes in assets and liabilities:        
Proceeds from sales of trading securities  9,026   - 
Purchases of trading securities  (6,583)  (3,926)
(Decrease) in unearned revenue  (3,371)  (2,570)
Increase/(decrease) in deferred charges  110   (12)
(Decrease) in accounts payable and accrued expenses  (1,243)  (1,341)
Decrease in accrued salaries  (10)  (220)
Decrease in accrued taxes payable  (103)  - 
Decrease in prepaid expenses and other current assets  125   244 
Decrease/(increase) in accounts receivable  206   (341)
Decrease/(increase) in receivable from affiliates  504   (163)
         
Total adjustments  (9,979)  (7,408)
         
Net cash provided by operations  5,625   4,894 
         
Cash flows from investing activities:        
Purchases and sales of securities classified as available for sale:        
Proceeds from sales of fixed income securities  14,669   5,137 
Proceeds from sales of equity securities  37,755   - 
Purchase of fixed income securities  (20,598)  (9,270)
Purchases of equity securities  (9)  (8)
Acquisition of property and equipment  (150)  (176)
Expenditures for capitalized software      (177)  (32)
         
Net cash provided by/(used in) investing activities  31,490   (4,349)
         
Cash flows from financing activities:        
Dividends paid  (6,988)  (5,989)
         
Net cash used in financing activities  (6,988)  (5,989)
         
Net increase/(decrease) in cash and cash equivalents  30,127   (5,444)
Cash and cash equivalents at beginning of year  8,955   20,605 
         
Cash and cash equivalents at end of period $39,082  $15,161 
  Three months ended 
  July 31, 
  2008 2007 
      
Revenues:       
Investment periodicals and related publications $10,337 $10,963 
Licensing fees  1,681  1,653 
Investment management fees & services  8,195  8,185 
        
Total revenues  20,213  20,801 
        
Expenses:       
Advertising and promotion  3,241  3,596 
Salaries and employee benefits  4,857  4,609 
Production and distribution  1,530  1,663 
Office and administration  3,120  1,968 
        
Total expenses  12,748  11,836 
        
        
Income from operations  7,465  8,965 
Income from securities transactions, net  632  701 
        
Income before income taxes  8,097  9,666 
Provision for income taxes  3,035  3,723 
        
Net income $5,062 $5,943 
        
Earnings per share, basic & fully diluted $0.51 $0.60 
        
Weighted average number of common shares  9,981,600  9,981,600 

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

53

Part I - Financial Information
Item 1. Financial Statements

Value Line, Inc.
Consolidated Condensed StatementStatements of Changes in Shareholders' Equity
For the Six Months Ended October 31, 2008
Cash Flows
(in thousands, except share amounts)
thousands)
(unaudited)

  Common stock              Accumulated    
  Number     Additional           Other    
  of     paid-in  Treasury  Comprehensive  Retained  Comprehensive    
  shares  Amount  capital  Stock  income  earnings  income  Total 
                         
Balance at April 30, 2008  9,981,600  $1,000  $991  $(354)    $70,954  $15,263  $87,854 
                                
Comprehensive income                               
Net income                 $15,604   15,604       15,604 
Other comprehensive income, net of tax:
                                
Change in unrealized gains on securities, net of taxes
                  (15,709)      (15,709)  (15,709)
                                 
Comprehensive income                 $(105)            
                                 
Dividends declared                      (7,986)      (7,986)
                                 
Balance at October 31, 2008  9,981,600  $1,000  $991  $(354)     $78,572  $(446) $79,763 
  For the three months 
  ended 
  July 31, July 31, 
  2008 2007 
Cash flows from operating activities:       
Net income $5,062 $5,943 
        
Adjustments to reconcile net income to net cash provided by operating activities:       
Depreciation and amortization  306  436 
Losses on sales of trading securities and securities available for sale  191  - 
Unrealized losses/(gains) on trading securities  (31) 104 
Deferred income taxes  11  (36)
Other  69  - 
        
Changes in assets and liabilities:       
Proceeds from sales/(purchases) of trading securities  3,155  (1,411)
Decrease in unearned revenue  (2,350) (1,001)
Increase/(decrease) in deferred charges  110  (6)
Decrease in accounts payable and accrued expenses  (2,007) (1,390)
Decrease in accrued salaries  (27) (135)
Increase in accrued taxes payable  2,634  2,455 
Decrease in prepaid expenses and other current assets  58  626 
(Increase)/decrease in accounts receivable  (772) 478 
Increase in receivable from affiliates  (208) (47)
        
Total adjustments  1,139  73 
        
Net cash provided by operations  6,201  6,016 
        
Cash flows from investing activities:       
Purchases and sales of securities classified as available for sale:       
Proceeds from sales of fixed income securities  3,165  683 
Purchase of fixed income securities  -  (2,824)
Purchases of equity securities  (3) (4)
Acquisition of property and equipment  (7) (2)
Expenditures for capitalized software  (16) (13)
        
Net cash provided by/(used in) investing activities  3,139  (2,160)
        
Cash flows from financing activities:       
Dividends paid  (2,995) (2,995)
        
Net cash used in financing activities  (2,995) (2,995)
        
Net increase in cash and cash equivalents  6,345  861 
Cash and cash equivalents at beginning of year  8,955  20,605 
        
Cash and cash equivalents at end of period $15,300 $21,466 

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

64

Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Condensed Statement of Changes in Shareholders' Equity
For the SixThree Months Ended OctoberJuly 31, 20072008
(in thousands, except share amounts)
(unaudited)
(unaudited)

 Common stock              Accumulated     Common stock               
 Number     Additional           Other                 Accumulated   
 of     paid-in  Treasury  Comprehensive  Retained  Comprehensive     Number   Additional       Other   
 shares  Amount  capital  Stock  income  earnings  income  Total  of   paid-in Treasury Comprehensive Retained Comprehensive   
                         shares Amount capital Stock income earnings income Total 
Balance at April 30, 2007
  9,981,600  $1,000  $991  $(354)    $57,383  $16,552  $75,572 
                 
Balance at April 30, 2008  9,981,600 $1,000 $991 $(354)   $70,954 $15,263 $87,854 
                                                 
Comprehensive income                                                 
Net income                 $12,302   12,302       12,302           $5,062 5,062   5,062 
                                
Other comprehensive income, net of tax:
                                                  
Change in unrealized gains on securities, net of taxes
                  3,444       3,444   3,444               (1,212)    (1,212) (1,212)
                                                  
Comprehensive income                 $15,746                          $3,850          
                                                  
Dividends declared                      (5,989)      (5,989)            (3,993)   (3,993)
                                                                         
Balance at October 31, 2007  9,981,600  $1,000  $991  $(354)     $63,696  $19,996  $85,329 
Balance at July 31, 2008  9,981,600 $1,000 $991 $(354)   $72,023 $14,051 $87,711 

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

75

Part I - Financial Information
Item 1. Financial Statements

Value Line, Inc.
Consolidated Condensed Statement of Changes in Shareholders' Equity
For the Three Months Ended July 31, 2007
(in thousands, except share amounts)
(unaudited)
  Common stock               
              Accumulated   
  Number   Additional       Other   
  of   paid-in Treasury Comprehensive Retained Comprehensive   
  shares Amount capital Stock income earnings income Total 
                  
Balance at April 30, 2007  9,981,600 $1,000 $991 $(354)   $57,383 $16,552 $75,572 
                          
Comprehensive income                         
Net income             $5,943  5,943     5,943 
Other comprehensive income, net of tax:                         
Change in unrealized gains on securities, net of taxes              547     547  547 
Comprehensive income             $6,490          
                            
Dividends declared                 (2,995)    (2,995)
                                   
Balance at July 31, 2007  9,981,600 $1,000 $991 $(354)   $60,331 $17,099 $79,067 

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

6

Value Line, Inc.
Notes to Consolidated Condensed Financial Statements

Note 1-Organization and Summary of Significant Accounting Policies:

The interim consolidated condensed financial statements of Value Line, Inc., together with its subsidiaries (collectively referred to as the “Company”), are unaudited. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of normal recurring accruals except as noted below) considered necessary for a fair presentation. This report should be read in conjunction with the financial statements and footnotes contained in the Company's annual report on Form 10-K, dated July 17, 2008 for the fiscal year ended April 30, 2008. Results of operations covered by this report may not be indicative of the results of operations for the entire year.
 
Value Line, Inc. ("VLI") is incorporated in the State of New York. The Company's primary businesses are producing investment related periodical publications and data, licensing certain Value Line trademarks and Value Line proprietary ranking system information to third parties under written agreements for use in third party managed and marketed investment products, providing investment management services to the Value Line Funds, institutions and individual accounts and providing distribution, marketing, and administrative services to the Value Line Funds. The name "Value Line" as used to describe the Company, its products, and its subsidiaries, is a registered trademark of the Company.

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

Revenue Recognition:

Depending upon the product, subscription fulfillment is available in print, via internet access, and CD-ROM. The length of a subscription varies by product and offer received by the subscriber. Generally, subscriptions are available as trial subscriptions, annual subscriptions and/or multi-year subscriptions. Subscription revenues are recognized on a straight line basis over the life of the subscription. Accordingly, the amount of subscription fees to be earned by fulfilling subscriptions after the date of the balance sheet is shown as unearned revenue within current and long-term liabilities.
 
Licensing revenues are derived from licensing certain Value Line trademarks and Value Line proprietary ranking system information to third parties under written agreements for use in selecting securities for third party marketed products, including unit investment trusts, annuities and exchange traded funds. Value Line earns an asset based licensing fee as specified in the individual licensing agreements. Revenue is recognized monthly over the term of the agreement and will fluctuate as the market value of the underlying portfolio increases or decreases in value.
 
Investment management fees consist of management fees from the Value Line Mutual Funds ("Value Line Funds"), and from asset management clients. Investment management fees for the mutual funds are earned on a monthly basis as services are performed and the fee is calculated based on average daily net assets of the mutual funds in accordance with each fund's advisory agreement. Investment management fees for the asset management accounts are earned on a monthly basis as services are performed and the fee is calculated on assets in accordance with each of the management agreements (see note 6).
Service and distribution fees are received from the Value Line Funds in accordance with service and distribution plans under rule 12b-1 of the Investment Company Act of 1940. The plans are compensation plans, which means that the distributor’s fees under the plans are payable without regard to actual expenses incurred by the distributor, and thereforewhich means the distributor may earn a profit under the plan. Expenses incurred by Value Line Securities, Inc. ("VLS"), the distributor of the Value Line Funds, include payments to securities dealers, banks, financial institutions and other organizations (including an allocation of VLI expenses), that provide distribution, marketing, and administrative services with respect to the distribution of the mutual funds’ shares. Service and distribution fees are received on a monthly basis and calculated on the average daily net assets of the respective mutual fund in accordance with each fund prospectus (see note 6).
 
Valuation of Securities:

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

The Company classifies its securities available for sale as current assets. It does so to properly reflect its liquidity and to recognize the fact that it has assets available for sale to fully satisfy its current liabilities should the need arise.
Market valuation of securities listed on a securities exchange is based on the closing sales prices on the last business day of each month. Valuation of open-end mutual fund shares is based upon the publicly quoted net asset value of the shares. The market value of the Company's fixed maturity government debt obligations are determined utilizing publicly quoted market prices.

87
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
 
Effective for fiscal 2009, theThe Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157")., effective for fiscal years beginning after November 15, 2007. In accordance with FAS 157, fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. FAS 157 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levelsLevels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)
The valuation techniques used by the Company to measure fair value during the three months ended July 31, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)

The valuation techniques used by the Company to measure fair value during the six months ended October 31, 2008 consisted exclusively of quoted prices and other observable inputs. The Company utilized the following fair value techniques: multi-dimensional relational pricing model, option adjusted spread pricing and estimated the price that would have prevailed in a liquid market given information available at the time of evaluation.
The following is a summary of the inputs used as of July 31, 2008 in valuing the Company’s investments carried at value:
 
The following is a summary of the inputs used as of October 31, 2008 in valuing the Company’s investments carried at fair value:

    (In Thousands)
 
 
 
Valuation Inputs
 
Cash Equivalents
 
Investments in Trading Securities
 
Investments in Securities Available for Sale 
Level 1 - Quoted Prices $14,740  - $50,183 
Level 2 - Other Significant Observable Inputs    $16,608  41,762 
Level 3 - Significant Unobservable Inputs  -  -  - 
Total $14,740 $16,608 $91,945 
           
The Company had no other financial instruments including futures, forwards and swap contracts.          
For the period ended 7/31/08, there were no Level 3 investments.          
        (In Thousands)    
             
Valuation Inputs 
Total
Investments
  
Cash Equivalents
  
Investments in
Trading
Securities
  
Investments in
Securities
Available for Sale
 
Level 1 - Quoted Prices $38,405  $38,405   -  $0 
Level 2 - Other Significant Observable Inputs $67,680      $17,091   50,589 
Level 3 - Significant Unobservable Inputs  -   -   -   - 
Total $106,085  $38,405  $17,091  $50,589 

The Company had no other financial instruments including futures, forwards and swap contracts. For the period ended October 31, 2008, there were no Level 3 investments. The Company does not have any liabilities subject to FAS 157.

Advertising expenses:

The Company expenses advertising costs as incurred.

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 condensed financial statements. Deferred tax liabilities and assets are determined based on the differences between the book values and the tax bases of particular assets and liabilities, using tax rates currently in effect for the years in which the differences are expected to reverse.
In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" (the "Interpretation" or "FIN 48"). The Interpretation establishes for all entities, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. The Interpretation is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. Management has reviewed the tax positions for the years still subject to tax audit under the statute of limitations, evaluated the implications of FIN 48, and determined that there is no impact to the Company's financial statements.

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.

98
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
 
Cash and Cash Equivalents:
 
For purposes of the consolidated condensed 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 OctoberJuly 31, 2008 and April 30, 2008, cash equivalents included $38,405,000$14,740,000 and $8,159,000, respectively, invested in the Value Line Cash Fund.

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

Note 2-Investments:

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

Trading securities held by the Company at OctoberJuly 31, 2008 had an aggregate cost of $17,472,000$16,762,000 and a market value of $17,091,000.$16,608,000. Trading securities held by the Company at April 30, 2008 had an aggregate cost of $20,042,000 and a market value of $19,857,000. The proceeds from sales of trading securities during the first six monthsquarter of fiscal 2009 were $9,027,000$3,155,000 and related net realized trading losses amounted to $126,000.$125,000. There were no sales and no realized trading gains or losses during the first sixthree months of fiscal year 2008. The net increaseschanges in unrealized gains of $31,000 for the period ended July 31, 2008 and the net changes in unrealized losses of $197,000 and $41,000$104,000 for the period ended OctoberJuly 31, 2008 and 2007, respectively, were included in the Consolidated Condensed Statement of Income.

Securities Available-for-Sale:

Available for Sale:
Equity Securities:

The aggregate cost of the equity securities classified as available for sale, which consist of investments in the Value Line Funds, was $28,152,000 and the market value was $50,183,000 at July 31, 2008. As of April 30, 2008, the aggregate cost of the equity securities classified as available for sale, which consist of investments in the Value Line Funds, was $28,149,000 and the market value was $51,870,000. The Company sold its portfolio of equity securities subsequent to April 30, 2008 and did not hold any equity securities as of October 31, 2008. The total gains for equity securities with net gains included in Accumulated Other Comprehensive Income on the Consolidated Condensed Balance Sheet wereare $22,362,000 and $23,972,000, net of deferred taxes of $7,871,000 and $8,438,000, as of July 31, 2008 and April 30, 2008.2008, respectively. The total losses for equity securities with net losses included in Accumulated Other Comprehensive Income on the Consolidated Condensed Balance Sheet wereare $331,000 and $251,000, net of deferred tax benefit of $117,000 and $89,000, as of July 31, 2008 and April 30, 2008.2008, respectively.
The proceeds from sales of equity securities duringDuring the sixthree months ended OctoberJuly 31, 2008 were $37,755,000 and the related net realized capital gain was $9,600,000. There2007, there were no sales and no realized gains or losses on equity securities, for which unrealized gains and losses were included in Accumulated Other Comprehensive Income as of OctoberJuly 31, 2008.2008 or July 31, 2007. The increasedecrease in gross unrealized gains on equity securities classified as available for sale of $5,340,000,$1,690,000, net of deferred tax benefit of $595,000 and the increase in gross unrealized gains of $941,000, net of deferred taxes of $1,880,000,$331,000, were included in Shareholders' Equity at OctoberJuly 31, 2007.2008 and 2007, respectively.

Government Debt Securities:

Government debt securities consist of federal, state, and local government securities within the United States. The Company's investments in debt securities are classified as available for sale and valued at market value. The aggregate cost and fair value at OctoberJuly 31, 2008 for government debt securities classified as available for sale were as follows:

    (In Thousands)   
  Historical   Gross Unrealized 
Maturity     Cost Fair Value Holding Losses 
Due in less than 2 years $24,247 $23,820 $(427)
Due in 2 years or more  17,862  17,942  80 
           
Total investment in government debt securities $42,109 $41,762 $(347)


9
     (In Thousands)    
   Historical     Gross Unrealized 
Maturity Cost  Fair Value  Holding Losses 
Due in less than 2 years $41,164  $40,633  $(531)
Due in 2 - 5 years  10,023   9,956   (67)
             
Total investment in government debt securities $51,187  $50,589  $(598)
Value Line, Inc.

Notes to Consolidated Condensed Financial Statements
The aggregate cost and fair value at April 30, 2008 for government debt securities classified as available for sale were as follows:

    (In Thousands)       (In Thousands)   
 Historical     Gross Unrealized  Historical   Gross Unrealized 
Maturity Cost  Fair Value  Holding Losses  Cost Fair Value Holding Losses 
Due in less than 2 years $24,261  $23,921  $(340) $24,261 $23,921 $(340)
Due in 2 - 5 years  21,079   21,252   173 
Due in 2 years or more  21,079  21,252  173 
                   
Total investment in government debt securities $45,340  $45,173  $(167) $45,340 $45,173 $(167)

The unrealized losses of $598,000$347,000 and $167,000 in government debt securities net of deferred income tax benefits of $152,000$122,000 and $59,000, respectively, were included in Accumulated Other Comprehensive Income on the Consolidated Condensed Balance Sheets as of OctoberJuly 31, 2008 and April 30, 2008, respectively.
10
The average yield on the Government debt securities classified as available for sale at OctoberJuly 31, 2008 and April 30, 2008 was 2.33%2.80% and 2.91%, respectively.
Proceeds from sales of government debt securities classified as available for sale during the sixthree months ended OctoberJuly 31, 2008 and 2007 were $14,669,000$3,165,000 and $5,137,000,$683,000, respectively. The company recognized total capital losses net of capital gains of $85,000 and a capital gain of $7,000$66,000 on the sales of government debt securities during the six months ended October 31, 2008 and 2007, respectively.
first quarter of fiscal 2009. There were no related gains or losses on sales of government debt securities during the first quarter of fiscal 2008.
For the sixthree months ended OctoberJuly 31, 2008 and 2007, income from securities transactions also included $156,000$58,000 and $461,000$252,000 of dividend income and $1,388,000$736,000 and $1,152,000$552,000 of interest income. There was no interest expense during the first quarter of fiscal 2009 or 2008.

Note 3-Supplementary Cash Flow Information:

Cash payments for income taxes were $8,946,000$401,000 and $8,054,000$765,000 for the sixthree months ended OctoberJuly 31, 2008 and 2007, respectively.

Note 4-Employees' Profit Sharing and Savings Plan:

Substantially all employees of the Company and its subsidiaries are members of the Value Line, Inc. Profit Sharing and Savings Plan (the "Plan"). In general, this is a qualified, contributory plan which provides for a discretionary annual Company contribution which is determined by a formula based on the salaries of eligible employees and the amount of consolidated net operating income as defined in the Plan. The estimated profit sharing plan contribution, which is included as an expense in salaries and employee benefits in the Consolidated Condensed Statement of Income, was $515,000$299,000 and $480,000$270,000 for the sixthree months ended OctoberJuly 31, 2008 and 2007, respectively.

Note 5-Comprehensive Income:

Financial Accounting Standards No. 130, "Reporting Comprehensive Income", 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 otherwise would not be recognized in the calculation of net income.
At OctoberJuly 31, 2008 and October 31, 2007,April 30, 2008, the Company held both equity securities and/orand U.S. Government debt securities that are classified as Available for Sale on the Consolidated Condensed Balance Sheets. The change in valuation of these securities, net of deferred income taxes, has been recorded in Accumulated Other Comprehensive Income in the Company's Consolidated Condensed Balance Sheets.
 
The components of comprehensive income that are included in the Statement of Changes in Shareholders' Equity are as follows:

    (in thousands)       (in thousands)   
 Before  Tax  Net of  Before Tax Net of 
 Tax  (Expense)  Tax  Tax (Expense) Tax 
 Amount  or Benefit  Amount  Amount or Benefit Amount 
Six months ended October 31, 2008         
Three months ended July 31, 2008          
Unrealized Gains on Securities:                   
Decrease in Unrealized Holding Gains arising during the period $(14,637) $5,153  $(9,484) $(2,061)$725 $(1,336)
            
Add: Reclassification adjustments for losses realized in net income
 99  (35) 64   205  (72) 133 
            
Less: Reclassification adjustments for gains realized in net income
 (9,614) 3,325  (6,289)  (14) 5  (9)
                      
Change in Other Comprehensive Income $(24,152) $8,443  $(15,709) $(1,870)$658 $(1,212)
            
Six months ended October 31, 2007            
Unrealized Gains on Securities:            
Increase in Unrealized Holding Gains arising during the period $5,314  $(1,870) $3,444 
            
Change in Other Comprehensive Income $5,314  $(1,870) $3,444 
 
1110
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements 
           
Three months ended July 31, 2007          
Unrealized Gains on Securities:          
Increase in Unrealized Holding Gains
arising during the period
 $843 $(296)$547 
           
Change in Other Comprehensive Income $843 $(296)$547 

Note 6-Related Party Transactions:

The Company's subsidiary, EULAV Asset Management LLC ("EULAV")Company acts as investment adviser and manager for fourteen open-end investment companies, the Value Line Funds. EULAVThe Company earns investment management fees based upon the average daily net asset values of the respective Value Line Funds. Service and distribution fees are received from the Value Line Funds in accordance with service and distribution plans under rule 12b-1 of the Investment Company Act of 1940. The plans are compensation plans, which means that the distributor’s fees under the plans are payable without regard to actual expenses incurred by the distributor, and thereforewhich means the distributor may earn a profit under the plan. Expenses incurred by VLS include payments to securities dealers, banks, financial institutions and other organizations which provide distribution, marketing, and administrative services (including payments by VLS to VLI for allocated compensation and administration expenses) with respect to the distribution of the mutual funds’ shares. Service and distribution fees are received on a monthly basis and calculated on the average daily net assets of the respective mutual fund in accordance with each fund's prospectus.
 
For the sixthree months ended OctoberJuly 31, 2008 and 2007, investment management fees and 12b-1 service and distribution fees amounted to $14,825,000$7,932,000 and $16,032,000,$7,883,000, respectively, which included fee waivers for certain of the Value Line Funds. These amounts included service and distribution fees of $3,362,000$1,808,000 and $3,537,000$1,669,000 earned by VLS in fiscal years 2009 and 2008, respectively. The related receivables from the funds for investment management fees and service and distribution fees included in Receivables from affiliates were $1,905,000$2,569,000 and $2,557,000 at OctoberJuly 31, 2008 and April 30, 2008, respectively.
 
For the sixthree months ended OctoberJuly 31, 2008 and 2007, total management fee waivers were $101,000$53,000 and $117,000$60,000 respectively, and service and distribution fee waivers were $1,658,000$873,000 and $2,042,000,$1,119,000, respectively. EULAVThe Company and its subsidiary, VLS, have no right to recoup the previously waived amounts of management fees and 12b-1 fees.
As of OctoberJuly 31, 2008, the Company had $38,405,000$50,183,000 invested in the Value Line Cash Fund ("Cash Fund"), which represents approximately 1.4% of total assets ofequity funds and $14,740,000 in the Value Line Funds and 16%Cash Fund. Combined, this represents approximately 1.8% of the Cash Fund.total fund assets at July 31, 2008. Purchases and redemptions routinely occur in the Value Line Cash Fund as part of business operations.
For the sixthree months ended OctoberJuly 31, 2008 and 2007, the Company was reimbursed $653,000$216,000 and $739,000,$461,000, respectively, for payments it made on behalf of and services it provided to Arnold Bernhard & Co., Inc. (the "Parent").the Parent. At OctoberJuly 31, 2008, Receivables from affiliates included a Receivable from the Parent of $35,000.$81,000 At April 30, 2008, Receivables from affiliates were reduced by a Payable to the Parent in the amount of $130,000. These transactions are in accordance with the tax sharing arrangement described in Note 7.
From time to time, the ParentArnold Bernhard & Co., Inc. (the "Parent") has purchased additional shares of the Company in the market when and as the Parent has determined it to be appropriate. As stated several times in the past, the public is reminded that the Parent may make additional purchases from time to time in the future. The Parent owns approximately 86.5% of the issued and outstanding common stock of the Company. For the six months ended October 31, 2008, the Parent made no purchases of Company's shares.

Note 7-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:

 Six months ended October 31,  Three months ended July 31, 
 2008  2007  2008 2007 
 (in thousands)  (in thousands) 
Current:             
Federal $7,945  $5,964  $2,508 $3,005 
State and local  1,048   1,733   565  833 
 8,993  7,697   3,073  3,838 
Deferred:               
Federal (126) (30)  (24) (114)
State and local  (24)  (2)  (14) (1)
  (150)  (32)  (38) (115)
Provision for income taxes $8,843  $7,665  $3,035 $3,723 

Deferred income taxes are provided for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. The tax effect of temporary differences giving rise to the Company's deferred tax (liability)/assets are primarily a result of unrealized gains on the Company's available for sale securities portfolios.
 
1211
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
 
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:
  Six months ended October 31, 
  2008  2007 
  (in thousands) 
       
Tax expense at the U.S. statutory rate $8,556  $6,988 
Increase (decrease) in tax expense from:        
State and local income taxes, net of federal income tax benefit  666   1,125 
Effect of tax exempt income and dividend exclusion  (383)  (365)
Other, net  4  ��(83)
Provision for income taxes $8,843  $7,665 

  Three months ended July 31, 
  2008 2007 
  (in thousands) 
      
Tax expense at the U.S. statutory rate $2,834 $3,383 
Increase (decrease) in tax expense from:       
State and local income taxes, net of federal income tax benefit
  358  541 
Effect of tax exempt income and dividend exclusion
  (206) (166)
Other, net  49  (35)
Provision for income taxes $3,035 $3,723 

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

Note 8-Business Segments:

The Company operates two reportable business segments: (1) Investment Periodicals, Publishing & Licensing and (2) Investment Management. The Investment Periodicals, Publishing & Licensing segment produces investment related periodical publications (retail and institutional) in both print and electronic form, and receives licensing fees for Value Line proprietary ranking system information and Value Line trademarks. The Investment Management segment provides advisory services to the Value Line Funds, as well as institutional and individual accounts. The segments are differentiated by the products and services they offer. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company allocates all revenues and expenses, except for depreciation and income from securities transactions related to corporate assets, between the two reportable segments.

Disclosure of Reportable Segment Profit and Segment Assets (in thousands)
Disclosure of Reportable Segment Profit and Segment Assets (in thousands) 
        
  Three months ended July 31, 2008 
  Investment     
  Periodicals,     
  Publishing & 
Investment
   
  Licensing 
Management
 
Total
 
Revenues from external customers $12,018 $8,195 $20,213 
Intersegment revenues  6  -  6 
Income from securities transactions  5  149  154 
Depreciation and amortization  291  11  302 
Segment profit from operations  4,743  2,726  7,469 
Segment assets  9,829  79,132  88,961 
Expenditures for segment assets  23  -  23 
  Three months ended July 31, 2007 
  Investment     
  Periodicals,     
  Publishing & 
Investment
 
   
  Licensing  Management Total 
Revenues from external customers $12,616 $8,185 $20,801 
Intersegment revenues  9  -  9 
Income from securities transactions  95  239  334 
Depreciation and amortization  414  18  432 
Segment profit from operations  5,247  3,722  8,969 
Segment assets  18,724  81,371  100,095 
Expenditures for segment assets  15  -  15 

  Six months ended October 31, 2008 
   Investment       
   Periodicals,  Investment  Total 
   Publishing &  Management    
   Licensing       
          
Revenues from external customers $23,213  $15,327  $38,540 
Intersegment revenues  8   -   8 
Income from securities transactions  (11)  175   164 
Depreciation and amortization  594   23   617 
Segment profit from operations  8,535   5,200   13,735 
Segment assets  9,881   26,681   36,562 
Expenditures for segment assets  327   -   327 

  Six months ended October 31, 2007 
   Investment       
   Periodicals,  Investment  Total 
   Publishing &  Management    
   Licensing       
          
Revenues from external customers $25,268  $16,643  $41,911 
Intersegment revenues  50   -   50 
Income from securities transactions  165   645   810 
Depreciation and amortization  857   36   893 
Segment profit from operations  10,603   7,786   18,389 
Segment assets  16,737   86,403   103,140 
Expenditures for segment assets  208   -   208 
1312
Value Line, Inc.
Notes to Consolidated Condensed Financial Statements
Reconciliation of Reportable Segment Revenues, Operating Profit and Assets

  (in thousands) 
  2008 2007 
Revenues       
Total revenues for reportable segments $20,219 $20,810 
Elimination of intersegment revenues  (6) (9)
Total consolidated revenues $20,213 $20,801 
        
Segment profit       
Total profit for reportable segments  7,623  9,303 
Add: Income from securities transactions related to corporate assets  478  367 
Less: Depreciation related to corporate assets  (4) (4)
  Income before income taxes $8,097 $9,666 
        
Assets       
Total assets for reportable segments  88,961  100,095 
Corporate assets  47,549  32,583 
Consolidated total assets $136,510 $132,678 
  (in thousands) 
  2008  2007 
Revenues      
Total revenues for reportable segments $38,548  $41,961 
Elimination of intersegment revenues  (8)  (50)
Total consolidated revenues $38,540  $41,911 
         
Segment profit        
Total profit for reportable segments  13,899   19,199 
Add:  Income from securities transactions related to corporate assets  10,552   776 
Less: Depreciation related to corporate assets  (4)  (8)
   Income before income taxes $24,447  $19,967 
         
Assets        
Total assets for reportable segments  36,562   103,140 
Corporate assets  81,842   33,307 
Consolidated total assets $118,404  $136,447 

Note 9-Contingencies:

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

On September 3, 2008, the Company was served with a derivative shareholder's suit filed in New York County Supreme Court naming all of the Company's Directors and alleging breach of fiduciary duty and related allegations, all arising from the above SEC matter. The complaint seeks return of remuneration by the Directors and other remedies.
 
 
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

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

 ·dependence on key personnel;
 ·maintaining revenue from subscriptions for the Company’s products;
 ·protection of intellectual property rights;
 ·changes in market and economic conditions;
 ·fluctuations in the Company’s assets under management due to broadly based changes in the values of equity and debt securities, redemptions by investors and other factors;
 ·dependence on Value Line Funds for investment management and related fees;
 ·competition in the fields of publishing, licensing and investment management;
 ·the impact of government regulation on the Company’s business and the uncertainties of litigation and regulatory proceedings;
 ·terrorist attacks; and
·other risks and uncertainties, including but not limited to the risks described in Item 1A, “Risk Factors” of the Company’s annual report on Form 10-K for the year ended April 30, 2008, and other risks and uncertainties from time to time.

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

Results of Operations

           The second fiscalNet income for the first quarter which ended on OctoberJuly 31, 2008 of $5,062,000 or $0.51 per share was a difficult one domestically, and, in particular, within the financial services industry. The economy, which appeared to be in an orderly slowdown as the period began in August, quickly deteriorated into a serious recession, marked by a full-blown crisis in banking, widening pessimism among consumers and businesses, and a meltdown in the stock market which is impacting the entire asset management industry.  According to the Investment Company Institute, (“ICI”) the combined assets of the mutual funds in the United States decreased by $1.087 trillion,$881,000 or 10.2 percent, to $9.6 trillion in October alone.  For the calendar year through October, net new sales are negative as redemptions outweigh new sales for the mutual fund industry.  Within the Company’s Investment Management and Licensing businesses, we have experienced significant asset erosion, similar to other money managers, which has impacted the Company’s revenues and operating income.  However, despite the decline in assets under management, we have not seen the account closures that many other fund families have experienced.  As compared to a year ago, the total number of shareholder accounts in the Value Line Funds (exclusive of the variable annuity accounts) has slightly increased by 1%.

             For the six months ended October 31, 2008 the Company’s15% below net income of $15,604,000$5,943,000 or $1.56 per share was $3,302,000 or 27% above net income of $12,302,000 or $1.23$0.60 per share for the six months ended October 31, 2007. Net income for the second quarter ended October 31, 2008 of $10,542,000 or $1.05 per share was $4,183,000 or 66% above net income of $6,359,000 or $0.64 per share for the secondfirst quarter of the prior fiscal year. Operating income of $13,731,000$7,465,000 for the sixthree months ended OctoberJuly 31, 2008 was $4,650,000$1,500,000 or 25%17% below operating income of $18,381,000$8,965,000 last fiscal year. Operating income of $6,266,000 for the second quarter ended October 31, 2008 was $3,150,000 or 33% below operating income of $9,416,000 for the second quarter of the prior fiscal year. The Company’s income from securities transactions of $10,716,000$632,000 for the sixthree months ended OctoberJuly 31, 2008 was 576% above10% below last year’s income of $1,586,000.year’s. Shareholders’ equity of $79,763,000$87,711,000 at OctoberJuly 31, 2008 was 7% lower11% higher than shareholders’ equity of $85,329,000$79,067,000 at OctoberJuly 31, 2007.

15

Operating revenues which consist of investment periodicals and related publications revenues, licensing fees, and investment management fees and services all suffered declines for the quarter and fiscal year to date:

Three Months Ended July 31,     
Percentage
 Change
 
(in thousands) 2008 2007 FY 09 vs. 08 
Investment periodicals and related publications $10,337 $10,963  -5.7%
Licensing Fees $1,681 $1,653  1.7%
Investment management fees and services $8,195 $8,185  0.1%
Total Operating Revenues $20,213 $20,801  -2.8%

14
  Three Months Ended October 31,  Six Months Ended October 31, 
         
Percentage
Change
        
Percentage
Change
 
(in thousands) 2008  2007  FY 09 vs. 08  2008  2007  FY 09 vs. 08 
Investment periodicals and related publications $9,956  $10,860   -8.3% $20,293  $21,823   -7.0%
Licensing fees $1,239  $1,792   -30.9% $2,920  $3,445   -15.2%
Investment management fees and services $7,132  $8,458   -15.7% $15,327  $16,643   -7.9%
     Total Operating Revenues $18,327  $21,110   -13.2% $38,540  $41,911   -8.0%

Investment periodicals and related publications revenues

The investment periodicals and related publications revenues were down $1,530,000$626,000 or 7%6% for the six monthsfirst quarter ended OctoberJuly 31, 2008 as compared to the first six monthsquarter of the prior fiscal year. As a percentage of total operating revenues, investment periodicals and related publications revenues have decreased from 53% at July 31, 2007 to 51% at July 31, 2008. While the Company continues to attract new subscribers through various marketing channels, primarily direct mail and the Internet, total product line circulation continues to decline. Factors that have contributed to the decline in the investment periodicals and related publications revenues include the increasing amount of competition in the form of free or low cost investment research on the Internet and research provided by brokerage firms at no cost to their clients. The unfolding recession and turmoil in the markets have also contributed to the decline in subscriptions as individuals cut back on many forms of discretionary spending.

 
Within investment periodicals and related publications are subscription revenues derived fromto print and electronic products.  The following chart illustrates the year to year change in the revenues associated with print and electronic subscriptions.

Three Months Ended July 31,     
Percentage
Change
 
(in thousands) 2008 2007 FY 09 vs. 08 
Print publication revenues $7,150 $7,984  -10.4%
Electronic publication revenues * $3,187 $2,979  7.0%
Total Investment periodicals and related publications revenue $10,337 $10,963  -5.7%
           
Unearned Revenues (Short and Long Term) $30,180 $33,499  -9.9%
Six Months Ended October 31,       
Percentage
Change
 
(in thousands) 2008  2007  FY 09 vs. 08 
Print publication revenues $13,917  $15,788   -11.9%
Electronic publication revenues $6,376  $6,035   5.7%
Total Investment periodicals and related publications revenue $20,293  $21,823   -7.0%
             
Unearned Revenues (Short and Long Term) $29,159  $31,930   -8.7%

* Institutional Sales increased while Retail business decreased.
 
For the six months ended October 31, 2008 print publication revenues decreased $1,871,000 or 11.9% below last fiscal year for the reasons described above.  ElectronicValue Line’s electronic publications revenues grew by $341,000 or 5.7% for the six months ended October 31, 2008.  The electronic revenues are broken down intoderive 52% from institutional accounts and 48% from retail subscribers. For the sixthree months ended OctoberJuly 31, 2008, institutional revenues increased $659,000$326,000 or 24%, while revenues from retail subscribers were down $318,000$118,000 or 10%7% as compared to the sixthree months ended OctoberJuly 31, 2007. The decrease in electronic retail publications revenues is primarily attributable to the decrease in circulation within the Company’s software products. Circulation of The Value Line Investment Analyzer decreased 14%11%, which resulted in a $229,000$117,000 decline in revenues from this product, partially offset by an increase in the circulation and revenues.from online subscriptions to The Value Line Investment Survey. For the three months ended July 31, 2008 print publication revenues decreased $834,000 or 10% below last fiscal year for the reasons described above. The increase in institutional revenues is a result of expanding the sales force on the institutional side of the business.

16

Licensing revenues

Licensing fee revenues have decreased $525,000increased $28,000 or 15%2% for the sixthree months ended OctoberJuly 31, 2008 as compared to the sixthree months ended OctoberJuly 31, 2007. As of OctoberJuly 31, 2008, total third party sponsored assets attributable to the licensing business represent $3.6$5.5 billion in various products. This is relatively unchanged from the previous year. The broadongoing credit crisis, previous corporate action by certain close-end fund shareholders, and deep declines throughout the equity markets havemarket decline has impacted overall assets attributable to the licensing business and resultedrevenues. In the prior fiscal year 2008 the company signed one new sponsor, which has significant distribution capabilities in lower asset based fees paid to the Company.  While the third party sponsors continue to raise assets the broadUIT market decline has eroded those assets as well as previous appreciation in existing assets. The Company is in discussion with new sponsors to increase products offered, butplace. There have been no new agreements have been signed in the first quarter of fiscal 2009. The Company believes the growth of the business is dependent upon the desire of third party marketers to use the Value Line trademarks and proprietary research for their products, signing new licensing agreements, and the marketplace’s acceptance of new products. As stated in the past, Value Line believes it was an early entrant into this new market seven years ago. Today this market has significantly broadened as a result of product diversification and growth of the use of indexesindex utilization by portfolio managers, and the Company and its third party sponsors face more competition in the marketplace.marketplace from index providers.

15

Investment management fees and distribution services revenues

The financial markets have experienced unprecedented volatility and declines over the past year some of which have not been seen in decades.  Equity indexes such as the DJIA, NASDAQ, and S&P 500 are down 33%, 40%, and 37% respectively from October 31, 2007 to October 31, 2008.  Such market pressures have resulted in a contraction in total assets within the Value Line Funds of 34.4% as compared to a year ago.  The following tables illustrate the total fund assets as of October 31, 2008 as compared to October 31, 2007.

October 31,       
Percentage
Change
 
(in thousands) 2008  2007  FY 09 vs. 08 
Equity funds $2,212,011  $3,656,441   -39.5%
Fixed income funds $231,834  $278,999   -16.9%
Money market fund $241,624  $159,810   51.2%
     Total net assets $2,685,469  $4,095,250   -34.4%

As a result of the decline in assets under management, investment management fees and distribution services revenues for the sixthree months ended OctoberJuly 31, 2008 were $1,316,000 or 8% belowcomparable with the prior fiscal year. Management fees for the first six monthsquarter of fiscal year 2009 were down $1,032,000$90,000 or 8%1% as compared to the first six monthsquarter of fiscal year 2008. There was a net decreaseincrease of $175,000$139,000 or 5%8% in distribution services revenues. During the period, voluntary and contractual fee waivers exist for certain of the Value Line Funds. For the sixthree months ended OctoberJuly 31, 2008 and 2007, 12b-1 fee waivers were $1,658,000$873,000 and $2,042,000,$1,119,000, respectively. For the sixthree months ended OctoberJuly 31, 2008 and 2007, total management fee waivers were $101,000$53,000 and $117,000,$60,000, respectively. The Company’s subsidiaries, EULAV Asset ManagementCompany and Value Line Securities,its subsidiary, VLS, have no right to recoup the previously waived amounts of management fees and 12b-1 fees from the Value Line Funds. SeparatelyIndividually managed accountsasset management revenues decreased $109,000$41,000 or 18%13% for the sixthree months ended OctoberJuly 31, 2008 as compared to the sixthree months ended OctoberJuly 31, 2007 due to market declinefluctuation in the portfolios.

 
17

     OfThe following table illustrates the 14total fund assets for the first quarter ended July 31, 2008 as compared to the first quarter last fiscal year. The second table shows the two channels through which the equity funds managed by the Company, sharesare available. Shares of Value Line Strategic Asset Management Trust (“SAM”) and Value Line Centurion Fund are available to the public only through the purchase of certain variable annuity and variable life insurance contracts issued by The Guardian Insurance & Annuity Company, Inc. (“GIAC”). The table below shows the assets in the equity funds broken down into the two channels the equity funds are available.

October 31,       Percentage Change 
Three Months Ended July 31,     
Percentage
 Change
 
(in thousands) 2008  2007  FY 09 vs. 08  2008 2007 FY 09 vs. 08 
Equity funds $3,180,492 $3,331,770  -4.5%
Fixed income funds $257,356 $279,712  -8.0%
Money Market funds $237,336 $197,976  19.9%
Total net assets $3,675,184 $3,809,458  -3.52%
       
Equity fund assets sold through GIAC $521,810  $948,673   -45.0% $749,148 $891,707  -16.0%
All other equity fund assets $1,690,201  $2,707,768   -37.6% $2,431,344 $2,440,063  -0.4%
Total Equity fund net assets $2,212,011  $3,656,441   -39.5% $3,180,492 $3,331,770  -4.5%

The Company believes that the stability in equity fund assets compared to the previous fiscal year, excluding SAM and Centurion Funds sold through GIAC, has been in large part due to the performance for certain Value Line Funds at various intervals in terms of short, mid and long-term returns. As of OctoberJuly 31, 2008, 80% of the equity funds, excluding SAM and Centurion, had four or five starfive-star ratings by Morningstar, Inc.® similar to the prior fiscal year. The largest distribution channel for the Value Line Funds remains the fund supermarket platforms such asincluding, but not limited to, Charles Schwab & Co., Inc.  The Company believes the platforms will continue to grow as a percentage of assets under management as more shareholders come into the Value Line Funds through intermediaries rather than by opening direct accounts., TD Ameritrade, Inc., and National City Bank.

The Value LineCompany’s fixed income fund assets, (excluding the Value Line Cash Fund), represent 9%representing 7% of total fund assets at OctoberJuly 31, 2008, and are down 16.9%8% from the previous year. Cash FundThe decline in fixed income assets represent 9%reflects the challenge of competing against equity funds and other larger fixed income families in a low interest rate environment. The cash fund assets, representing 6% of the total fund assets at OctoberJuly 31, 2008, and have increased 51%20% from the previous year. The increase in the Value Line Cash Fund is due to purchases by Arnold Bernhard & Co., Inc. (“Parent”) in the fourth quarter of last fiscal year andadditional cash fund purchases by the Company in the second quarter ended October 31, 2008.Parent company. The Parent has made no representations to the Company as to how long the cash will remain in the Value Line Cash Fund.  The increase in the Cash Fund assets by the Company is due to the sale in the second quarter of equity investments and will remain in the Cash Fund until redeployed by the Company.

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Expenses within the Company are categorized into Advertising and promotion, Salaries and employee benefits, Production and distribution, and Office and administration. Operating expenses of $24,809,000 for the six months ended October 31, 2008 were $1,279,000 or 5% above operating expenses of $23,530,000 last fiscal year. Operating expenses of $12,061,000 for the second quarter ended October 31, 2008 were $367,000 or 3% above operating expenses of $11,694,000 for the second quarter of the prior fiscal year.

Advertising and promotion

 Three Months Ended October 31,  Six Months Ended October 31, 
 
2008
  
2007
  
Percentage
Change
  
2008
  
2007
  
Percentage
Change
 
Three Months Ended July 31,     
Percentage
Change
 
(in thousands)       FY 09 vs. 08        FY 09 vs. 08  2008 2007 FY 09 vs. 08 
Advertising and promotion $3,328  $3,478   -4.3% $6,569  $7,074   -7.1% $3,241 $3,596  -9.9%

Advertising and promotion expenses for the sixthree months ended OctoberJuly 31, 2008 decreased $505,000$355,000 as compared to the first sixthree months ended OctoberJuly 31, 2007. Costs associated with direct mail decreased $568,000$517,000 or 31%52% below first quarter of  last fiscal year, due to an ongoinga targeted reduction in the overall number of pieces mailed year to year. Print advertisingExpenditures for print media promoting the Value Line Funds in select markets increased by $239,000$139,000 for the sixthree months ended OctoberJuly 31, 2008. While supermarket platformthird party intermediary expenses were level withrelatively unchanged, the prior year,Company anticipates these expenses will continue to increase as more shareholders come into the platform expenses are expected to be lower in the upcoming months due to the decline in fund assets under management.

Value Line Funds through intermediaries rather than by opening direct accounts.
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SalariesSalary and employee benefits

 Three Months Ended October 31,  Six Months Ended October 31, 
 2008  2007  
Percentage
Change
  2008  2007  
Percentage
Change
 
Three Months Ended July 31,     
Percentage
 Change
 
(in thousands)       FY 09 vs. 08        FY 09 vs. 08  2008 2007 FY 09 vs. 08 
Salaries and employee benefits $4,809  $4,524   6.3% $9,666  $9,133   5.8% $4,857 $4,609  5.4%

Over the past several years, the Company has increased productivity by combining the roles and responsibilities and by selective outsourcing. Some duplication of effort has been eliminated and certain tasks, such as some data entry, have been outsourced to third party vendors that the Company believes can provide better controls and results at a favorable cost. As of OctoberJuly 31, 2008 the Company employed 205202 employees comparable to 203 employees last fiscal year. SalariesFor the first quarter ended July 31, 2008, salaries and employee benefits are higher by $533,000$248,000 from the previous year due to cost of living increases to staff hires in Quantitative Research and additional hiring of new salesmen in Institutional Sales to expand the department.departments.

Production and distribution

 Three Months Ended October 31,  Six Months Ended October 31, 
 
2008
  
2007
  
Percentage
Change
  
 2008
  
 2007
  
Percentage
Change
 
Three Months Ended July 31,     
Percentage
Change
 
(in thousands)       FY 09 vs. 08        FY 09 vs. 08  2008 2007 FY 09 vs. 08 
Production and distribution $1,459  $1,611   -9.4% $2,989  $3,274   -8.7% $1,530 $1,663  -8.0%
 
Production and distribution expenses for the sixthree months ended OctoberJuly 31, 2008 were $285,000$133,000 below expenses for the sixthree months ended OctoberJuly 31, 2007. Amortized software costs decreased $187,000$99,000 below last fiscal year due to a decrease in expenditures for capitalized projects. In addition, the decline in expenses was due to volume reductions in paper, printing and mailing that resulted primarily from a decrease in circulation of the print products. Partially offsetting the savings during the sixthree months ended OctoberJuly 31, 2008 was an approximate 8% increase in the cost of paper mid fiscal year 2008 and an increase in postage rates. The Company anticipates paper prices will increase again in the fiscal year as raw material prices increase.  The Company continues to look at purchasing and delivery options in an effort to reduce costs of the print products to offset raw material price increases.

17

Office and administration

 Three Months Ended October 31,  Six Months Ended October 31, 
 
 2008
  
 2007
  
Percentage
Change
  
2008
  2007  
Percentage
Change
 
Three Months Ended July 31,     
Percentage
Change
 
(in thousands)       FY 09 vs. 08        FY 09 vs. 08  2008 2007 FY 09 vs. 08 
Office and administration $2,465  $2,081   18.5% $5,585  $4,049   37.9% $3,120 $1,968  58.5%
 
Office and administration expenses for the sixthree months ended OctoberJuly 31, 2008 were $1,536,000$1,152,000 above expenses for the sixthree months ended OctoberJuly 31, 2007. Professional fees significantly increased as compared to fiscal year 2008 primarily as a result of the ongoing SEC proceeding.investigation. Professional fees fluctuate year to year based on the level of operations, litigation or regulatory activity requiring the use of outside professionals.

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Income from securities transactions, net
 
During the sixthree months ended OctoberJuly 31, 2008 the Company’s income from securities transactions, net, of $10,716,000$632,000 was $9,130,000 higher$69,000 lower than income from securities transactions, net, of $1,586,000$701,000 during the sixthree months ended OctoberJuly 31, 2007. Income from securities transactions, net, includes dividend and interest income of $1,544,000$794,000 at OctoberJuly 31, 2008 that was $70,000$10,000 or 4%1% lower than income of $1,614,000$804,000 for the sixthree months ended OctoberJuly 31, 2007 due to a declinean 8% decrease in interest rates.the net assets invested in fixed income securities. Capital gains,losses, net of capital lossesgains during the sixthree months ended OctoberJuly 31, 2008 were $9,192,000, which include a realized capital gain of $9,600,000 from the sale of equity securities within the Company’s portfolio.$160,000. This compares to capital losses net of capital gains of $34,000$104,000 during the sixthree months ended OctoberJuly 31, 2007.

Liquidity and Capital Resources

The Company had working capital of $80,314,000$88,173,000 as of OctoberJuly 31, 2008 and $85,872,000$78,980,000 as of OctoberJuly 31, 2007. Cash and short-term securities totaled $106,762,000$123,853,000 as of OctoberJuly 31, 2008 and $121,179,000$118,433,000 as of OctoberJuly 31, 2007.

Cash from operating activities
 
The Company’s cash flow from operations of $5,625,000$6,201,000 for the sixthree months ended OctoberJuly 31, 2008 was 15%3% above cash flow from operations of $4,894,000$6,016,000 for the sixthree months ended OctoberJuly 31, 2007. The primary change was the timing of purchases and maturity of fixed income government debt securities within the company’s trading portfolio andpartially offset by a lower effective tax rate on the Company’s investment income.decline in unearned subscription revenues.

Cash from investing activities

The Company’s cash inflow from investing activities is $31,490,000of $3,139,000 for the sixthree months ended OctoberJuly 31, 2008 compared to cash outflow from investing activities of $4,349,000$2,160,000 for the sixthree months ended OctoberJuly 31, 2007.  The significant increase in cash inflows is a result of sales in the equity portfolio2007 and resulted from the maturity of fixed income securities during the six monthsfirst quarter of the fiscal year 2009.

Cash from financing activities

The Company’s net cash outflow from financing activities was $6,988,000of $2,995,000, that represents a quarterly dividend of $.30 per share paid in May 2008 for the last quarter ofthree months ended July 31, 2008 was the same as in the prior fiscal 2008 and $.40 per share paid for the first quarter of fiscal 2009.year. At the July 2008 board meeting, the board approved a quarterly dividend of $.40 per share, an increase of $.10 per share, paid in August 2008. Therefore, fiscal 2009 net cash outflow from financing activities was 17% higher than cash outflow from financing activities of $5,989,000 in the prior fiscal year.

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

18

Critical Accounting Estimates and Policies

The Company’s Critical Accounting Estimates and Policies have not changed from those reported in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K for the fiscal year ended April 30, 2008.

20

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market Risk Disclosures

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

Interest Rate Risk

The Company’s strategy has been to acquire debt securities with low credit risk. Despite this strategy management recognizes and accepts the possibility that losses may occur. To limit the price fluctuation in these securities from interest rate changes, the Company’s management invests primarily if not exclusively in short-term obligations maturing in less than1 to 5 years.

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

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 after 
  Hypothetical Change in Interest Rates 
    
  (bp = basis points) 
    
 
 
 
 
6 mo.
 
6 mo.
 
1 yr.
 
1 yr.
 
 
 
Fair
 
50bp
 
50bp
 
100bp
 
100bp
 
Fixed Income Securities
 
Value
 
increase
 
decrease
 
increase
 
decrease
 
            
As of July 31, 2008                
Investments in securities with fixed maturities $58,370 $57,320 $57,991 $56,709 $57,643 
                 
As of April 30, 2008                
Investments in securities with fixed maturities $65,030 $63,947 $64,753 $63,146 $64,250 

19
     Estimated Fair Value after 
     Hypothetical Change in Interest Rates 
     (bp = basis points) 
                
     6 mos.  6 mos.  1 yr.  1 yr. 
  Fair  50bp   50bp   100bp   100bp 
Fixed Income Securities Value  increase  decrease  increase  decrease 
                    
As of October 31, 2008                   
Investments in securities with fixed maturities $67,677  $66,553  $67,046  $66,049  $66,729 
                     
As of April 30, 2008
                    
Investments in securities with fixed maturities $65,030  $63,947  $64,753  $63,146  $64,250 

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

Equity Price Risk

The carrying values of investments subject to equity price risks are based on quoted market prices or management’s estimates of fair value as of the balance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market price of a security may result from perceived changes in the underlying economic characteristics of the issuer, the relative price of alternative investments and general market conditions. Furthermore, amounts realized in the sale of a particular security may be affected by the relative quantity of the security being sold.
Value Line invests a significant level of its assets in equity securities, primarily the Value Line Funds. Each mutual fund invests in a variety of positions that may include equity and non-equity positions.

The table below summarizes Value Line’s equity price risks as of July 31, 2008 and April 30, 2008 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.
      Estimated   
      Fair Value after Hypothetical Percentage 
Equity Securities   Hypothetical Hypothetical Increase (Decrease) in 
(in thousands) Fair Value Price Change Change in Prices Shareholders’ Equity 
          
As of July 31, 2008 $50,183  30% increase $65,238  11.16%
      30% decrease $35,128  (11.16)%
              
As of April 30, 2008
 $51,870  30% increase  $67,431  11.48%
      30% decrease $36,309  (11.48)%

2120


Item 4. CONTROLS AND PROCEDURES

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

The Company’s management has evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

(b)The registrant’s principal executive officer and principal financial officer have determined that there have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

2221

Part II - Other Information

Item 1. Legal Proceedings

Refer to Note 9 (Contingencies) of the consolidated condensed financial statements for discussion of legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A –- Risk Factors in the Company’s Annual Report on Form 10-K for the year ended April 30, 2008.

Item 6. Exhibits

31.1 Certificate of Chief Executive Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certificate of Chief Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Joint Chief Executive Officer/Chief Financial Officer Certificate Required Under Section 906 of the Sarbanes-Oxley Act of 2002.

2322

VALUE LINE, INC.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Value Line, Inc.
(Registrant)

Value Line, Inc.
   (Registrant)
Date: December 15, 2008June 8, 2009By:  /s/s/Jean Bernhard Buttner
  
Jean Bernhard Buttner
Chairman & Chief Executive Officer
(Principal Executive Officer)
  Chairman & Chief Executive Officer

Date: December 15, 2008June 8, 2009
By:  /s/s/Mitchell E. Appel
  
Mitchell E. Appel
Chief Financial Officer
(Principal Financial Officer)
  Chief Financial Officer

24