VALUE LINE INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended April 30, 2004

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 Identification
incorporation 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 / /

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. / /

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

The aggregate market value of the registrant's voting and non-voting
common stock held by non-affiliates at June 16, 2004, was $52,340,000. There
were 9,981,600 shares of the registrant's Common Stock outstanding at June 16,
2004.

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 16, 2004, AB & Co. owned
approximately 86% 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(TM), 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, Value Line
Insight, 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, Value Line Investment Survey FOR WINDOWS(R),
Mutual Fund Survey FOR WINDOWS(R), Value Line Daily Options Survey and Value
Line Electronic Convertibles. These electronic products are available on CD-Rom
and offered directly on the Company's internet site, www.valueline.com. The
Company's print and electronic services are marketed 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, 2004, included 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

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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 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 primarily 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 104 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 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 semiannually, 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 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 12
months.

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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.
Nor does the Small & Mid-Cap Edition include 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 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. Each issue features strategies for maximizing total return, with
special attention given to tax considerations. Also featured are in-depth
interviews with noted portfolio managers, model portfolios for a range of
investor profiles, and information about retirement planning, industry news, and
listings (with descriptions) of new funds worthy of further consideration. A
full statistical review, including latest performance, rankings and sector
weightings, is updated each month on 600 leading no-load and low-load funds.

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

The 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). 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. A new enhanced version was introduced in May of 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. The same 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 more than 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

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very 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.

2. Electronic Products:

Value Line Investment Analyzer 3.9 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
latest version has major enhancements to the user interface and the ability for
users to update data from the Company's Internet site (www.valueline.com). New
features are added continuously.

Value Line Investment Analyzer 3.9 provides over 300 search fields and
more than 100 charting and graphing variables for comparative research. In
addition to containing digital replicas of the entire Value Line Investment
Survey, the Windows version 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 ten years of historical financial data for scrutinizing
performance, risk and yield.

Value Line Mutual Fund Survey FOR WINDOWS(R), 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, filtering and portfolio
analysis. Version 2 was introduced in 1998, with added features such as style
attribution analysis, portfolio stress tester, portfolio rebalancing,
correlation of fund returns and hypothetical assets to differentiate it from the
competition.

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 8,000 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 over 15,000 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.

5

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 commentary and fast-breaking
developments on companies in the news. In addition, the Company has added a host
of new tools to chart and filter stocks and mutual funds along with tools to
build a portfolio, customize a report and receive Value Line reports.

A new internet-only service, the Value Line Research Center, includes
on-line access to the Company's leading publications covering stocks, mutual
funds, 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, Value Line ETF Survey, The
Value Line No Load Fund Advisor, Value Line 600 and Value Line Select.

B. Investment Management.

As of April 30, 2004, 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.
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, 2004, were:

6

The investment advisory contracts between each of the Value Line Funds
and the Company provide that the Company will render investment advisory and
other services to the Funds. These contracts must be approved annually in
accordance with statutory procedures. The Company furnishes each fund with its
investment program, subject to such fund's fundamental investment policies and
to control and review by such fund's Board of Directors or Trustees. Each
contract also provides that the Company will furnish, at its expense, various
administrative services, office space, equipment and administrative personnel
necessary for managing the affairs of the funds. Advisory fee rates vary among
the funds and may be subject to certain limitations. 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 by utilizing the
techniques developed for The Value Line Investment Survey. VLAM has varied
investment advisory agreements with its clients which call for payments to the
Company calculated on the basis of the market value of the assets under
management.

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 relation's services for Company publications.
Additionally, Compupower also provides microfiche and imaging services to the
Company, its affiliates and third-party customers.

3. Value Line Securities, Inc.:

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

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.

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D. Other Businesses.

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

THE VALUE LINE STRATEGY TRUST SERIES I: The Company has licensed for a fee
certain trademarks and proprietary information for a series of unit investment
trusts, THE VALUE LINE STRATEGY TRUST SERIES I. The fundamental strategy for
this Trust and future Trusts in this series is to invest in the 100 Rank #1
stocks and maintain a static portfolio position in these 100 stocks for a
fourteen-month period. At the end of the fourteen months the portfolio will be
liquidated and the investors will be invited to reinvest their distribution in
the next available VALUE LINE STRATEGY TRUST SERIES . These unit investment
trusts are sold by an extensive network of brokerage firms and provide publicity
for the ranking system within the brokerage industry. As of April 30, 2004,
total assets of approximately $25,000,000 had been invested in these Trusts.
VALUE LINE TARGET 25 PORTFOLIO: The fundamental strategy for this Trust and
future Trusts in this series is to invest in a selected 25 stocks of the 100
Rank #1 stocks and maintain a static portfolio position in these 25 stocks for a
thirteen-month period. At the end of the thirteen months the portfolio is
liquidated and the investors are invited to reinvest their distribution in the
next available VALUE LINE TARGET 25 PORTFOLIO. First Trust Portfolios, the
underwriter of this UIT, has indicated that it intends to introduce a new UIT
series every month. These unit investment trusts are sold by an extensive
network of brokerage firms and provide a unique exposure for the ranking system
within the brokerage industry. As of April 30, 2004, aggregate assets of over
$321,000,000 had been invested in these Trusts.

THE TARGET VIP PORTFOLIOS: These are UIT products sponsored by First Trust
Portfolios which use as a component of their portfolio strategy the Value Line
Target 25 strategy. As of April 30, 2004, $142,000,000 was invested in these
trusts.

CLOSED-END FUND PRODUCT OFFERINGS

THREE ESTABLISHED PRODUCTS

I. FIRST TRUST VALUE LINE 100 CLOSED-END TRUST - PORTFOLIO BASED ON VALUE LINE
TIMELINESS 100 RANK #1 STRATEGY

This closed-end fund, sponsored by First Trust Portfolios-(formerly known as
Nike Securities) -, was completed on June 12, 2003. The Fund's objective is to
provide capital appreciation. It seeks to outperform the S&P 500 Index by
adhering to a disciplined strategy of investing in a diversified portfolio of
the 100 common stocks Ranked #1 in Value Line's Timeliness Ranking System. The
Fund is listed on the American Stock Exchange, a dominant trading arena for
closed-end funds, and is trading with the symbol FVL.

TOTAL ASSETS CURRENTLY ATTRIBUTABLE TO THIS CLOSED-END FUND PRODUCT ARE
APPROXIMATELY $305 MILLION AS OF APRIL 30, 2004.

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II. FIRST TRUST VALUE LINE DIVIDEND CLOSED-END TRUST - PORTFOLIO BASED ON
LARGE-CAP STOCKS SELECTED AS RANK #1 AND #2 BY VALUE LINE'S SAFETY RANK STRATEGY

This closed-end fund, sponsored by First Trust Portfolios was completed on
August 26, 2003 and raised total assets of $465 million. The Fund's investment
objective is to provide total return through a combination of current income and
capital appreciation. The Fund seeks to accomplish its investment objective by
investing in common stocks with minimum market cap of $1 billion that pay above
average dividends and have the potential for capital appreciation. The Fund is
listed on the American Stock Exchange, a dominant trading arena for closed-end
funds, and is trading with the symbol FVD.

TOTAL ASSETS CURRENTLY ATTRIBUTABLE TO THIS CLOSED-END FUND PRODUCT ARE
APPROXIMATELY $422 MILLION AS OF APRIL 30, 2004.

III. FIRST TRUST VALUE LINE & IBBOTSON EQUITY ALLOCATION FUND

This closed-end fund, sponsored by First Trust Portfolios, was completed during
the month of April 2004, as a closed-end management investment company. The
Allocation Fund will own a subset of the #1 and #2 ranked stocks per the Value
Line Timeliness(TM), Safety(TM), and Technical(TM) Ranking Systems. The Trust
closed April 27, 2004 and raised $120 million. The Fund is listed on the
American Stock Exchange, and is trading with the symbol FVD.

TOTAL ASSETS CURRENTLY ATTRIBUTABLE TO THIS CLOSED-END FUND PRODUCT ARE
APPROXIMATELY $124 MILLION AS OF APRIL 30, 2004.

TOTAL ASSETS CURRENTLY ATTRIBUTABLE TO ALL THREE CLOSED-END FUND PRODUCTS ARE
APPROXIMATELY $851 MILLION.

E. Investments.

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

F. Employees.

At April 30, 2004, the Company and its subsidiaries employed 249 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. Assets.

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

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(1) Corporate Assets have increased by $177,173,000 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.

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 periodicals service 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 16, 2004), 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.

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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.

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 42nd 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.

There are no material pending legal proceedings.

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

No matters were submitted to a vote of the stockholders during the fourth
quarter of the fiscal year ended April 30, 2004.

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.
The approximate number of record holders of the Registrant's Common Stock at
April 30, 2004 was 63. 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:

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July 31, 2003 $ 54.7900 $ 55.7700 $ 45.6600 $ 46.0000 $ .25
October 31, 2003 50.1600 51.5000 47.6900 48.1000 .25
January 31, 2004 50.8100 50.9900 48.1000 49.0000 .25
April 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

All purchases were made by Arnold Bernhard & Co., Inc., an affiliate of
the issuer, pursuant to public announcements issued on December 24, 1997,
November 24, 1999 and periodically thereafter.

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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.

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

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 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 for the same period of fiscal 2003. Revenues of
$84,703,000 for the twelve months ended April 30, 2004 were 3% higher than
revenues of $82,069,000 in the prior fiscal year. Revenues of $21,876,000 for
the fourth quarter of fiscal 2004 were 9% above revenues of $20,025,000 for
the three months ended April 30, 2003.

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,
2003. 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 $32,206,000 for the twelve months ended April 30,
2004 were 9% above the prior fiscal year's revenues of $29,600,000.
Investment management fees and services revenues of $8,148,000 for the three
months ended April 30, 2004 were 14% above the revenues of $7,151,000
recorded in the fourth quarter of fiscal 2003.

Operating expenses for the twelve months ended April 30, 2004 of
$59,964,000 were 3% above last year's expenses of $57,974,000. 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

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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 costs for the twelve
months ended April 30, 2004 of $8,733,000 were 7% below expenses of $9,400,000
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 VLIS
SMALL AND MID-CAP STOCK EDITION. Office and administrative expenses of
$8,646,000 were 5% above 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 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 liquid resources, which were used in its business, of
$73,790,000 at April 30, 2004. In addition to $27,433,000 of working capital,
which has been reduced by the declaration of a $17.50 special dividend to all
shareholders of record on May 7, 2004, the Company has long-term securities with
a market value of $46,357,000, that, although classified as non-current assets,
are also readily marketable should the need arise.

The Company's cash flow from operations of $21,628,000 for the twelve
months ended April 30, 2004 was 29% higher than fiscal 2003's cash flow of
$16,816,000. The rise in cash flow from operations was primarily due to 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 $156,245,000 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. The cash inflows from investing activities
were partially offset by additional investments in the Company's short-term
equity trading portfolio. Net cash outflows of $114,066,000 for investing
activities for the twelve months of fiscal 2003 were due largely to the
Company's decision during the last fiscal year to re-deploy its cash and
equity holdings into Government debt obligations with higher effective yields.

15

From time to time, the Company's Parent has purchased additional shares
of Value Line, Inc. 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.

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.

FISCAL 2003

OPERATING RESULTS

Net income for the twelve months ended April 30, 2003 of $19,987,000 or
$2.00 per share compared to net income of $20,323,000 or $2.04 per share in
fiscal 2002. Net income of $6,792,000 or $.68 per share for the last quarter of
fiscal 2003 exceeded net income of $4,591,000 or $0.47 per share for the fourth
quarter of the prior fiscal year by 48% due primarily to a lower income tax rate
and an increase in income from securities transactions. The lower income tax
rate was the result of a favorable tax determination from a local tax
jurisdiction regarding the Company's income allocation method. Operating income
of $24,095,000 for the twelve months ended April 30, 2003 was below operating
income of $29,186,000 for the same period of last fiscal year. Revenues of
$82,069,000 for the twelve months ended April 30, 2003 were the seventh highest
in the Company's history and compared to revenues of $87,443,000 in the prior
year. The decline in revenues and net income during the twelve months ended
April 30, 2003 was largely the result of a 14% decline in investment management
fees and services revenues that resulted primarily from a decrease in average
net asset values in the Value Line mutual funds. The change in net asset values
in Value Line's mutual funds was largely attributable to the overall decline in
the financial markets with the NASDAQ index falling 13% during the twelve months
ended April 30, 2003, representing a 71% decline from its all time high.

During fiscal 2003, the Company's stock outperformed the major market
indices. Value Line, Inc's. stock was up 2.4% for the twelve months ended April
30, 2003, while during this same period, the NASDAQ index fell 13%.

Subscription revenues of $52,469,000 were 1% below revenues for the same
period of the prior fiscal year. The decrease in subscription revenues compared
to the prior year's was primarily a result of the 2% decline in revenues from
THE VALUE LINE INVESTMENT SURVEY and related products, which included VALUE LINE
INVESTMENT SURVEY FOR WINDOWS, THE VALUE LINE RESEARCH CENTER, THE VALUE LINE
600, THE VLIS SMALL AND MID-CAP STOCK EDITION, AND VALUE LINE SELECT. Investment
management fees and services revenues of $29,600,000 for the twelve months ended
April 30, 2003 were 14% below the prior fiscal year's revenues of $34,329,000.
The change in total revenues was primarily attributable to the continued
difficult financial market conditions impacting severely on investment
management fees and services revenues, with stable subscription revenue
moderating the overall effect.

Operating expenses for the twelve months ended April 30, 2003 of
$57,974,000 were comparable to last year's expenses of $58,257,000. Total
advertising and promotional expenses of $20,418,000 were 2% above the prior
year's expenses of $19,928,000. The increase in advertising expenses resulted
primarily from a 9% increase in postage rates associated with the

16

Company's direct mail advertising for the Company's publications and the Value
Line's mutual funds and an increase in discount brokerage commissions incurred
for sales of Value Line's mutual funds' shares. Salaries and employee benefit
expenses of $19,938,000 were 9% below expenses of $21,801,000 recorded in the
prior fiscal year. Production and distribution costs for the twelve months ended
April 30, 2003 of $9,400,000 were 6% above expenses of $8,831,000 for the twelve
months ended April 30, 2002. The increase in production and distribution
expenses resulted from an increase in the average subscription circulation and
the aforemen-tioned increase in U.S. postal rates. Additionally, expenses
associated with outsourcing a portion of the Company's stock and mutual fund
data collection services and amortization of previously deferred costs for the
development of computer software for internal use contributed to the higher
production expenses. Office and administrative expenses of $8,218,000 were 7%
above last year's expenses of $7,697,000. The net increase in administrative
expenses compared to last year's resulted primarily from higher insurance
premiums and increases in professional fees.

The Company's securities portfolios produced a gain of $6,626,000 for the
twelve months ended April 30, 2003, which was 14% above the gain of $5,828,000
for the same period of last fiscal year. The Company's trading portfolio
produced losses of $940,000 during the twelve months ended April 30, 2003 versus
losses of $5,625,000 during the same period of last fiscal year. The value of
the Company's securities portfolios has been negatively impacted by the
declining financial market with the NASDAQ down 13% during the twelve months
ended April 30, 2003. Income from securities transactions for the twelve months
ended April 30, 2003 also included 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. This compares to dividend and interest income of $2,829,000
and capital gains of $8,633,000 from sales of securities from the Company's
long-term portfolio for the same period of last fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

The Company had liquid resources, which were used in its business, of
$228,471,000 at April 30, 2003. In addition to $12,408,000 of working capital,
the Company had long-term securities with a market value of $216,063,000, that,
although classified as non-current assets, are also readily marketable should
the need arise.

The Company's cash flow from operations of $16,816,000 for the twelve
months ended April 30, 2003 was 17% lower than fiscal 2002's cash flow of
$20,145,000. The decrease in cash flow from operations was primarily a result of
lower pretax earnings and a decrease in unserved paid subscription orders. Net
cash outflows of $114,066,000 from investing activities during the twelve months
of fiscal 2003 were $134,841,000 higher than net cash inflows for the twelve
months of fiscal 2002 due largely to the Company's decision to re-deploy its
cash holdings into Government debt obligations with higher effective yields.

From time to time, the Company's Parent has purchased additional shares
of Value Line, Inc. in the market when, and as the Parent has determined it to
be appropriate. The Company understands that the Parent 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 2004.

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, government
debt securities with extremely low credit risk. Although the principal is
secure, the price of these debt instruments is interest rate sensitive. 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 in relatively 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.

18

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 investee, 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.

The table below summarizes Value Line's equity price risks as of April
30, 2004 and 2003 and shows the effects of a hypothetical 30% increase and a 30%
decrease in market prices as of those dates. The selected hypothetical change
does not reflect what could be considered the best or worst case scenarios.
Dollars are in thousands.

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:

19

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

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 controls and procedures.

The Company's Chief Executive Officer and Chief Financial Officer have
reviewed and evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in the Exchange Act) within the past ninety days.
Based on that evaluation, the Chief Executive Officer and the Chief Financial
Officer have concluded that the Company's current disclosure controls and
procedures are effective in providing them on a timely basis with material
information relating to the Company required to be disclosed in the reports the
Company files or submits under the Exchange Act.

20

(b) Changes in internal controls.

There have not been any significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation. There were no significant
deficiencies or material weaknesses and, therefore, no corrective actions were
taken.

Part III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

* Member of the Executive Committee

21

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

Audit Committee

The Company has a standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, the members of which
are: Harold Bernard, Jr., Dr. Herbert Pardes and Marion N. Ruth.

Audit Committee Financial Expert

The Board of Directors has determined that no member of the Audit
Committee is an "audit committee financial expert" (as defined in the rules and
regulations of the Securities and Exchange Commission). The current members of
the Audit Committee have served on the Audit Committee for a minimum of four
years and 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.

Item 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation
for services in all capacities to the Company for the fiscal years ended April
30, 2004, 2003 and 2002 of the chief executive officer of the Company and each
of the other executive officers of the Company who were serving at April 30,
2004.

22

(a) A portion of the bonuses are contingent upon future employment.

(b) Employees of the Company are members of the Value Line Profit Sharing and
Savings Plan (the "Plan"). The Plan provides for a defined annual
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. The Company's contribution expense was $1,217,000 for
the year ended April 30, 2004. Each employee's interest in the Plan is
invested in such proportions as the employee may elect in shares of one or
more of the mutual funds for which the Company acts as investment adviser.
Distributions under the Plan vest in accordance with a schedule based upon
the employee's length of service and are payable upon the employee's
retirement, death, total and permanent disability or termination of
employment.

(c) Mr. Anastasio became Chief Financial Officer in April 2003.

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

The following table sets forth information as of June 16, 2004 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.

23

- ----------
(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 16, 2004, 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.

- ----------
*Less than one percent

(1) Excludes 8,609,632 shares (86.26% 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.

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 year ended April 30, 2004, the Company was
reimbursed $489,000 for such expenses. 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.

24

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit and Non-Audit Fees

For the fiscal year ended April 30, 2004 and 2003, fees for
services provided by Horowitz & Ullmann, P.C. were as follows:

Part IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) 1. Financial Statements
See Item 8.

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

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

3. Exhibits

3.1 Articles of Incorporation of the Company, as amended through
April 17, 1983, are incorporated by reference to the
Registration Statement - Form S-1 of Value Line, Inc. Part II,
Item 16.(a) 3.1 filed with the Securities and Exchange
Commission on April 7, 1983.
3.2 Certificate of Amendment of Certificate of Incorporation dated
October 24, 1989.
10.8 Form of tax allocation arrangement between the Company and
AB&Co. incorporated by reference to the Registration Statement
- Form S-1 of Value Line, Inc. Part II, Item 16.(a) 10.8 filed
with the Securities and Exchange Commission on April 7, 1983.
10.9 Form of Servicing and Reimbursement Agreement between the
Company and AB&Co., dated as of November 1, 1982 incorporated
by reference to the Registration Statement - Form S-1 of Value
Line, Inc. Part II, Item 16.(a) 10.9 filed with the Securities
and Exchange Commission on April 7, 1983.
10.10 Value Line, Inc. Profit Sharing and Savings Plan as amended
and restated effective May 1, 1989, including amendments
through April 30, 1995, incorporated by reference to the
Annual Report on Form 10-K for the year ended April 30, 1996.

25

10.13 Lease for the Company's premises at 220 East 42nd Street, New
York, N.Y. incorporated by reference to the Annual Report on
Form 10-K for the year ended April 30, 1994.
21 Subsidiaries of the Registrant.

(b) Reports on Form 8-K.

On April 23, 2004, the Company filed a report on Form 8-K that
stated the Board of Directors of the Company declared a special
dividend of $17.50 per common share to shareholders of record on May 7,
2004 payable on May 19, 2004.

(c) Code of Business Conduct and Ethics.

26

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, 2004, to be signed on its behalf by the undersigned,
thereunto duly authorized.

VALUE LINE, INC.
(Registrant)

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

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

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

By: s/Stephen R. Anastasio
Stephen R. Anastasio
Chief Financial Officer

By: s/David T. Henigson
David T. Henigson
Vice President and Treasurer

Dated: July 15, 2004

27

CERTIFICATION PURSUANT TO 18 U.S. C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jean Bernhard Buttner, certify that:

1. I have reviewed this annual report on Form 10-K of Value Line, Inc;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: July 15, 2004 By: s/ Jean Bernhard Buttner
------------------------
Jean Bernhard Buttner
Chairman & Chief Executive Officer

28

CERTIFICATION PURSUANT TO 18 U.S. C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David T. Henigson, certify that:

1. I have reviewed this annual report on Form 10-K of Value Line, Inc;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: July 15, 2004 By: s/David T. Henigson
------------------------
David T. Henigson
Vice President & Treasurer

29

CERTIFICATION PURSUANT TO 18 U.S. C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen R. Anastasio, certify that:

1. I have reviewed this annual report on Form 10-K of Value Line, Inc;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: July 15, 2004 By: s/Stephen R. Anastasio
------------------------
Stephen R. Anastasio
Chief Financial Officer

30

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Value Line, Inc. (the
"Company"), for the period ended April 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Jean Bernhard Buttner,
Chairman & Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

1) the Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.

Date: July 15, 2004 By: s/ Jean Bernhard Buttner
------------------------------
Jean Bernhard Buttner
Chairman & Chief Executive Officer

31

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Value Line, Inc. (the
"Company"), for the period ended April 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, David T. Henigson,
Vice President & Treasurer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

1) the Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.

Date: July 15, 2004 By: s/ David T. Henigson
-----------------------------
David T. Henigson
Vice President & Treasurer

32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Value Line, Inc. (the
"Company"), for the period ended April 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Stephen R. Anastasio,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

1) the Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.

Date: July 15, 2004 By: s/ Stephen R. Anastasio
-----------------------------
Stephen R. Anastasio
Chief Financial Officer

33

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, 2004, to be signed on its behalf by the undersigned
as Directors of the Registrant.

s/Jean Bernhard Buttner s/Howard A. Brecher
Jean Bernhard Buttner Howard A. Brecher

s/Harold Bernard, Jr. s/Samuel Eisenstadt
Harold Bernard, Jr. Samuel Eisenstadt

s/Marion N. Ruth s/David T. Henigson
Marion N. Ruth David T. Henigson

s/Dr. Herbert Pardes s/Edgar A. Buttner
Dr. Herbert Pardes Edgar A. Buttner

s/Marianne Asher
Marianne Asher

Dated: July 15, 2004

34

HOROWITZ & ULLMANN, P.C.
Certified Public Accountants

275 Madison Avenue
A member of the New York, NY 10016
AICPA SEC Practice Section Telephone: (212) 532-3736
New York State Society of CPAs Facsimile: (212) 545-8997
E-mail: cpar@horowitz-ullmann.com

REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and retained earnings, changes in
stockholders' equity, and cash flows present fairly, in all material respects,
the financial position of Value Line, Inc. and subsidiaries at April 30, 2004
and 2003, 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,
2004, in conformity with accounting principles generally accepted in the United
States of America. 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 auditing
standards generally accepted in the United States of America which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

Our audits of the consolidated financial statements referred to above also
included an audit of the Financial Statement Schedules listed in Item 14 (a) of
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.
July 12, 2004
New York, NY

35

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

SEE INDEPENDENT AUDITOR'S REPORT AND ACCOMPANYING NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS.

36

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

SEE INDEPENDENT AUDITOR'S REPORT AND ACCOMPANYING NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS.

37

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

SEE INDEPENDENT AUDITOR'S REPORT AND ACCOMPANYING NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS.

38

VALUE LINE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE YEARS ENDED APRIL 30, 2004, 2003 AND 2002

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

SEE INDEPENDENT AUDITOR'S REPORT AND ACCOMPANYING NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS.

39

VALUE LINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Value Line, Inc. (the "Company") is incorporated in 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. The unearned revenue shown on the balance sheet is a
noncurrent deferred credit. This classification recognizes that the fulfillment
of this commitment will require the use of significantly fewer current assets
than the amount of the unearned revenues and, accordingly, combining it with
current liabilities would significantly understate the liquidity position of the
Company.

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

Valuation of Securities: The Company's long-term securities portfolio, which
consists of shares of the Value Line Mutual Funds and government debt
securities, is 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
long term securities are recorded in earnings on trade date and are determined
on the identified cost method.

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

Advertising expenses: The Company expenses advertising costs as incurred.

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.

40

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, 2004 and 2003, cash equivalents included
$122,319,000 and $4,979,000, 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 $12,755,000, $11,480,000, and $14,034,000
in fiscal 2004, 2003, and 2002, respectively. Interest payments of $18,000,
$49,000, and $6,000, were made in fiscal 2004, 2003, and 2002, 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 earns brokerage commission income,
net of clearing fees, on securities transactions executed by Value Line
Securities, Inc. on behalf of the funds that are cleared on a fully disclosed
basis through non-affiliated brokers. For the years ended April 30, 2004, 2003,
and 2002, investment management fees, service and distribution fees and
brokerage commission income, net of clearing fees, amounted to $30,851,000,
$28,022,000, and $32,296,000, respectively. These amounts include service and
distribution fees of $9,638,000, $7,968,000, and $6,269,000, respectively. The
related receivables from the funds for management advisory fees and service and
distribution fees included in Receivable from affiliates were $2,448,000, and
$2,249,000, at April 30, 2004 and 2003, respectively.

For the years ended April 30, 2004, 2003, and 2002, the Company was reimbursed
$489,000, $527,000 and $539,000, respectively, for payments it made on behalf of
and services it provided to the Parent. At April 30, 2004 and 2003, receivable
from affiliates included a receivable from the Parent of $70,000 and $45,000,
respectively. For the years ended April 30, 2004, 2003, and 2002, the Company
made federal income tax payments to the Parent amounting to $10,650,000,
$9,500,000 and $11,498,000, respectively. At April 30, 2004 and 2003, accrued
taxes payable included a federal tax liability owed to the Parent in the amount
of $390,000 and $425,000, respectively. These data are in accordance with the
tax sharing arrangement described in Note 6.

41

NOTE 4-INVESTMENTS:

TRADING SECURITIES:

Securities held by the Company had an aggregate cost of $18,854,000 and a
market value of $19,981,000 at April 30, 2004, and an aggregate cost of
$2,908,000 and a market value of $3,093,000 at April 30, 2003. 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 the year ended April 30,
2003. Net realized trading losses amounted to $5,355,000 during fiscal 2002.
The net changes in unrealized gains for the periods ended April 30, 2004, 2003
and 2002 of $942,000, $75,000 and $258,000, respectively, are included in the
Consolidated Statement of Income.

LONG-TERM SECURITIES AVAILABLE FOR SALE:

The aggregate cost of the long-term securities, which are primarily invested
in the Value Line mutual funds, was $24,502,000 and the market value was
$46,353,000 at April 30, 2004. The aggregate cost of the long-term securities
at April 30, 2003 was $31,366,000 and the market value was $45,150,000.
The increase in gross unrealized gains on these securities of $8,066,000 and the
decrease of $17,987,000, net of deferred taxes of $2,823,000 and $6,295,000 were
included in shareholders' equity at April 30, 2004 and 2003.

Realized capital gains from the sales of these securities were $1,441,000,
$2,609,000, and $8,633,000, during fiscal years 2004, 2003 and 2002,
respectively. The proceeds received from the sales of these securities during
the fiscal years ended April 30, 2004, 2003, and 2002 were $9,751,000,
$39,598,000 and $56,102,000, respectively.

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, 2004 for U.S.
government debt securities classified as available for sale were as follows:

The aggregate cost and fair value at April 30, 2003 for U.S. government debt
securities classified as available for sale were as follows:

The average yield on the U.S. Government debt securities held to maturity at
April 30, 2004 and April 30, 2003 was 2.59% and 3.36%, respectively.

Proceeds from sales of long-term fixed income securities during fiscal 2004 were
$230,210,000 and the related loss on sales was $354,000. Proceeds from sales of
long-term fixed income securities during fiscal 2003 were $57,471,000 and the
related gain on sales was $602,000. There were no sales of long-term fixed
income securities during fiscal 2002.

42

During the year ended April 30, 2003, the Company transferred investments in
debt securities from held-to-maturity classification to available for sale
classification. The amortized cost of the securities transferred was
$112,154,000 and the unrealized gain on the securities was $1,555,000. The
circumstances leading to the decision to transfer the securities were primarily
the result of the changing market conditions increasing the possibility that the
Company may sell the securities prior to their maturity.

For the years ended April 30, 2004, 2003, and 2002, income from securities
transactions also included $247,000, $832,000,and $2,487,000, of dividend
income; $4,012,000, $3,529,000, and $343,000, of interest income; and $18,000,
$49,000 and $6,000, of related interest expense, respectively.

NOTE 5-PROPERTY AND EQUIPMENT:

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

Property and equipment consist of the following:

NOTE 6-FEDERAL, STATE AND LOCAL INCOME TAXES:

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

The provision for income taxes includes the following:

43

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:

Included in deferred income taxes in total current assets are deferred state and
local income taxes of $104,000 and $48,000 at April 30, 2004 and 2003,
respectively. Accrued taxes payable at April 30, 2003, included a deferred
federal tax liability of $99,000.

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:

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.

44

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, 2004, 2003, and 2002 was $1,217,000, $862,000, and $1,171,000,
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 1983 Incentive Stock Option Plan for the three years ended April 30, 2004,
is as follows:

At April 30, 2004, 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.

45

NOTE 9-TREASURY STOCK:

Treasury stock, at cost, for the three years ended April 30, 2004, consists of
the following:

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:

Rental expense for the years ended April 30, 2004, 2003 and 2002 under operating
leases covering office space was $1,544,000, $1,350,000, and $1,373,000,
respectively.

46

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 related to corporate assets, between the
two reportable segments.

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

47

Reconciliation of Reportable Segment Revenues,
Operating Profit and Assets
(in thousands)

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, 2004, the net capital, as defined of Value Line Securities, Inc.
of $16,464,000 exceeded required net capital by $16,364,000 and the ratio of
aggregate indebtedness to net capital was .06 to 1.

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, 2004 and 2003, 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.

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

No single customer accounted for a significant portion of the Company's sales
in 2004, 2003 or 2002, nor accounts receivable for 2004 or 2003.

48

NOTE 14-COMPREHENSIVE INCOME:

During the fiscal year 1999, the Company adopted FASB statement 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, 2004, 2003, and 2002, the Company held long term securities
classified as available for sale. The change in valuation of these securities,
net of deferred taxes has been recorded in the Company's Consolidated Balance
Sheets. The increase in gross unrealized gains was $6,507,000 and and the change
in the related deferred taxes was $2,277,000 during the year ended April 30,
2004. The decreases in gross unrealized gains were $16,431,000 and $22,431,000
and the changes in the related deferred taxes were $5,751,000 and $7,851,000
during the years ended April 30, 2003 and 2002.

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, (SOP 98-1), "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, 2004 and 2003 the Company capitalized $1,123,000 and $868,000 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, 2004,
2003 and 2002 was $889,000, $1,062,000, and $917,000, respectively.

NOTE 16-CONTINGENCIES

THE COMPANY COMMENCED AN ACTION IN NEW YORK SUPREME COURT AGAINST A SMALL MUTUAL
FUND COMPANY PERTAINING to a contemplated transaction. The Company is seeking
damages in an unspecified amount. The Company was countersued for alleged
damages in excess of $5,000,000. 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. 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.

49

VALUE LINE, INC.
SCHEDULE 1-MARKETABLE SECURITIES
AS OF APRIL 30, 2004

51

VALUE LINE, INC.
SCHEDULE XIII-OTHER INVESTMENTS:4/30/2004

52

Exhibit 15(a) 21

SUBSIDIARIES OF THE REGISTRANT

53

Exhibit 15(b)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

APRIL 23, 2004 (APRIL 23, 2004)
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

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

New York 0-11306 13-3139843
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

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

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

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

Registrant's press release dated April 23, 2004, reporting the declaration of a
special dividend on the Registrant's common stock, is filed herewith as Exhibit
99 and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

99. Press release of Registrant dated April 23, 2004.

(C) 2004. EDGAR ONLINE, INC.

54

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.

VALUE LINE INC.
---------------
(REGISTRANT)

BY /s/ JEAN BERNHARD BUTTNER
-----------------------------
JEAN BERNHARD BUTTNER
CHAIRMAN & CHIEF EXECUTIVE
OFFICER

DATE: APRIL 23, 2004

55

EXHIBIT 99

VALUE LINE, INC.

For Immediate Release Company Contact: Jean B. Buttner, CEO April 23, 2004
(212) 907-1500

Value Line, Inc. (VALU) Announces Special Dividend of $17.50 per Share Payable
to Shareholders of Record May 7 Business Wire-April 23, 2004

New York, NASDAQ - Value Line, Inc. (VALU) announced its Board had declared
today a special dividend in the amount of $17.50 per share on its common stock.
The dividend is to be paid on May 19, 2004, to shareholders of record May 7,
2004.

Jean Bernhard Buttner, Value Line's Chairman and Chief Executive Officer
said, "We are pleased to declare a special dividend in the amount of $17.50
per share to all shareholders of record May 7, 2004. The dividend in the
total sum of $174,678,000 is payable on May 19. The Company is making this
special distribution from its Retained Earnings. Value Line is exceptionally
strong financially, with $208,464,000 of Shareholders' Equity as of our last
reporting date, January 31, 2004.

"The purpose of the dividend is to return to all shareholders, in the form of
cash, a significant portion of the earnings of the Company from our successful
operations over the past number of years, at a time when shareholders can enjoy
the present favorable tax rates on dividends. Value Line believes many companies
should consider similar pro-active steps to help maximize shareholder returns."

Value Line is a leading New York based investment publishing and investment
management company. The Value Line Investment Survey is the nation's largest
independent investment service. The Company also produces and publishes other
investment advice in both print and electronic formats. Value Line provides
investment management services to the Value Line family of fourteen no-load
mutual funds and to institutional and individual portfolios through its asset
management division.

56

Exhibit 15(c)

4/03

CODE OF BUSINESS CONDUCT AND ETHICS

As mandated by the Securities and Exchange Commission, this Code of
Business Conduct and Ethics (this "Code") sets forth legal and ethical standards
of conduct for the directors, officers and employees of Value Line, Inc. (the
"Company") and the Value Line Mutual Funds. This Code is intended to deter
wrongdoing and to promote the conduct of all Company business in accordance with
high standards of integrity and in compliance with all applicable laws and
regulations. This Code applies to the Company, its subsidiaries and each of the
Value Line Mutual Funds and applies to each director and employee including the
principal executive officer, principal financial officer, principal accounting
officer or controller of each entity and persons performing similar functions.

If you have any questions regarding this Code or its application to you in
any situation, you should contact Mrs. Buttner.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company requires that all employees, officers and directors comply with
all laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in seeking to
comply with all applicable laws, rules and regulations and to ask for advice
when you are uncertain about them.

If you become aware of the violation of any law, rule or regulation by the
Company, whether by its officers, employees, directors, or any third party doing
business on behalf of the Company, it is your responsibility to promptly report
the matter to Mrs. Buttner. While it is the Company's desire to address matters
internally, nothing in this Code should discourage you from reporting any
illegal activity, including any violation of the securities laws, antitrust
laws, environmental laws or any other federal, state or foreign law, rule or
regulation, to the appropriate regulatory authority. Employees, officers and
directors shall not discharge, demote, suspend, threaten, harass or in any other
manner discriminate or retaliate against an employee because he or she reports
any such violation, unless it is determined that the report was made with
knowledge that it was false. This Code should not be construed to prohibit you
from testifying, participating or otherwise assisting in any state or federal
administrative, judicial or legislative proceeding or investigation.

All of us must always act in the best interests of the Company. You must
refrain from engaging in any activity or having a personal interest that
presents a "conflict of interest." A conflict of interest occurs when your
personal interest interferes with the interests of the Company. A conflict of
interest can arise whenever you, as an officer, director or employee, take
action or have an interest that prevents you from performing your Company duties
and responsibilities honestly, objectively and effectively.

57

CONFIDENTIALITY

Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company, except when
disclosure is authorized by the CEO or legally mandated. Confidential
information includes lists of clients, personal information about employees or
subscribers and the like. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information, is
not communicated within the Company except to employees who have a need to know
such information to perform their responsibilities for the Company.

Third parties may ask you for information concerning the Company.
Employees, officers and directors (other than the Company's authorized
spokespersons) must not discuss internal Company matters with, or disseminate
internal Company information to, anyone outside the Company, except as directed
by the CEO. All responses to inquiries on behalf of the Company must be made
only by the Company's authorized spokespersons who are Jean B. Buttner, Howard
A. Brecher or David T. Henigson. If you receive any inquiries of this nature,
you must decline to comment and refer the inquirer to the Company's authorized
spokespersons.

HONEST AND ETHICAL CONDUCT AND FAIR DEALING

Employees, officers and directors should endeavor to deal honestly,
ethically and fairly with the Company's suppliers, customers, competitors and
employees. Statements regarding the Company's products and services must not be
untrue, misleading, deceptive or fraudulent.

PROTECTION AND PROPER USE OF CORPORATE ASSETS

Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. All of us must use the Company's assets and services
solely for legitimate business purposes of the Company and not for any personal
benefit or the personal benefit of anyone else.

All of us are bound to advance the Company's business interests when the
opportunity to do so arises. You must not take for yourself personal
opportunities that are discovered through your position with the Company or the
use of property or information of the Company.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS

Employees, officers and directors must honestly and accurately report all
Company business transactions. You are responsible for the accuracy of your
records and reports. Accurate information is essential to the Company's ability
to meet legal and regulatory obligations.

All Company books, records and accounts shall be maintained in accordance
with all applicable regulations and standards and accurately reflect the true
nature of the transactions they record. The financial statements of the Company
shall conform to generally accepted accounting rules and the Company's
accounting policies. No undisclosed or unrecorded account or fund shall

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be established for any purpose. No false or misleading entries shall be made in
the Company's books or records for any reason, and no disbursement of corporate
funds or other corporate property shall be made without adequate supporting
documentation.

It is the policy of the Company to provide full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted to,
the Securities and Exchange Commission and in other public communications.

CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS

Anyone with concerns regarding questionable accounting or auditing matters
or complaints regarding accounting, internal accounting controls or auditing
matters may confidentially, and anonymously if they wish, submit such concerns
or complaints to any of the Company's officers. All such concerns and complaints
will be forwarded to the CEO. A record of all complaints and concerns received
will be provided to the Audit Committee each fiscal quarter by the Company's
Legal Counsel or any of its officers.

The Audit Committee will evaluate the merits of any concerns or complaints
received by it and authorize such follow-up actions, if any, as it deems
necessary or appropriate to address the substance of the concern or complaint.

The Company will not discipline, discriminate against or retaliate against
any employee who reports a complaint or concern, unless it is determined that
the report was made with knowledge that it was false.

DISSEMINATION AND AMENDMENT

This Code shall be distributed to each new employee, officer and director
of the Company upon commencement of his or her employment or other relationship
with the Company and shall also be distributed annually to each employee,
officer and director of the Company, and each employee, officer and director
shall certify that he or she has received, read and understood the Code and has
complied with its terms.

The Company reserves the right to amend, alter or terminate this Code at
any time for any reason.

This document is not an employment contract between the Company and any of
its employees, officers or directors and does not alter the Company's at-will
employment policy.

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CERTIFICATION

I,_________________________________ do hereby certify that:
(Print Name Above)

1. I have received and carefully read the Code of Business Conduct and
Ethics of Value Line, Inc. and the Value Line Mutual Funds.

2. I understand the Code of Business Conduct and Ethics.

3. I have complied and will continue to comply with the terms of the Code
of Business Conduct and Ethics.

Date:
----------------- ----------------------------
(Signature)

EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS
CERTIFICATION TO THE HUMAN RESOURCE DEPARTMENT WITHIN 30 DAYS OF ISSUANCE.
FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.

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