Edgar Filing: VALUE LINE INC

SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

VALUE LINE, INC.
(Name of Registrant as Specified In Its Charter)

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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

Common Stock
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VALUE LINE, INC.

220 EAST 42ND STREET
NEW YORK, NEW YORK 10017

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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TO THE SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of the Shareholders of
Value Line, Inc. (the "Company") will be held on October 14, 2004, at 9:30 a.m.
at the New York Helmsley Hotel, Turtle Bay Room, 212 East 42nd Street, 3rd
Floor, New York, NY 10017 for the following purposes:

1. To elect nine directors of Value Line, Inc.; and

2. To transact such other business as may properly come before the
meeting.

Shareholders of record at the close of business on September 17, 2004 will
be entitled to notice of and to vote at the meeting and any adjournments
thereof.

We urge you to vote on the business to come before the meeting by promptly
executing and returning the enclosed proxy in the envelope provided or by
casting your vote in person at the meeting.

By order of the Board of Directors

HOWARD A. BRECHER,
Vice President and Secretary

New York, New York
September 23, 2004

VALUE LINE, INC.

220 EAST 42ND STREET
NEW YORK, NEW YORK 10017

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ANNUAL MEETING OF SHAREHOLDERS -- OCTOBER 14, 2004

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PROXY STATEMENT

The following information is furnished to each shareholder in connection
with the foregoing Notice of Annual Meeting of Shareholders of Value Line, Inc.
(the "Company") to be held on October 14, 2004. The enclosed proxy is for use
at the meeting and any adjournments thereof. This Proxy Statement and the form
of proxy are being mailed to shareholders on or about September 23, 2004.

The enclosed proxy is being solicited by and on behalf of the Board of
Directors of the Company. A proxy executed on the enclosed form may be revoked
by the shareholder at any time before the shares are voted by delivering
written notice of revocation to the Secretary of the Company, by executing a
later dated proxy or by attending the meeting and voting in person. The shares
represented by all proxies which are received by the Company in proper form
will be voted as specified. If no specification is made in a proxy, the shares
represented thereby will be voted for the election of the Board's nominees as
Directors.

The expense in connection with the solicitation of proxies will be borne
by the Company.

Only holders of Common Stock of record at the close of business on
September 17, 2004 will be entitled to vote at the meeting. On that date, there
were 9,981,600 shares of Common Stock issued and outstanding, the holders of
which are entitled to one vote per share.

Under the New York Business Corporation Law (the "BCL") and the Company's
By-Laws, the presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote on a particular matter
is necessary to constitute a quorum of shareholders to take action at the
Annual Meeting with respect to such matter. For these purposes, shares which
are present, or represented by a proxy, at the Annual Meeting will be counted
for quorum purposes regardless of whether the holder of the shares or proxy
fails to vote on any particular matter or whether a broker with discretionary
authority fails to exercise its discretionary voting authority with respect to
any particular matter. Once a quorum of the shareholders is established, under
the BCL and the Company's By-Laws, the nominees standing for election as
directors will be elected by a plurality of the votes cast and each other
matter will be decided by a majority of the votes cast on the matter, except as
otherwise provided by law or the Company's Certificate of Incorporation or
By-Laws. For voting purposes (as opposed to for purposes of establishing a
quorum) abstentions and broker non-votes will not be counted in determining
whether the nominees standing for election as directors have been elected and
whether each other matter has been approved.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of September 17, 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.

NAME OF NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
-------------------------------- -------------------- ----------------------
Arnold Bernhard & Co., Inc.(1) 8,630,732 86.47%
220 East 42nd Street
New York, NY 10017

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(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 August 31, 2004 with
respect to shares of the Company's Common Stock owned by each nominee for
director of the Company, by each executive officer listed in the Summary
Compensation Table and by all executive officers and directors as a group.

NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
------------------- ------------------ ---------------------
Jean Bernhard Buttner .............. 100(1) *
Marianne Asher ..................... -0- *
Edgar A. Buttner ................... 100 *
Harold Bernard, Jr. ................ 452 *
Herbert Pardes ..................... 100 *
Edward J. Shanahan ................. -0- *
Samuel Eisenstadt .................. 100 *
David T. Henigson .................. 150 *
Howard A. Brecher .................. 200 *
Stephen R. Anastasio ............... 100 *
All directors and executive officers
as a group (10 persons) ........... 1,302(1) *

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* Less than one percent

(1) Excludes 8,630,732 shares (86.47% of the outstanding shares) owned by
Arnold Bernhard & Co., Inc.

ELECTION OF DIRECTORS

At the meeting, nine directors are to be elected. If no contrary
indication is made, the persons named in the enclosed proxy will vote for the
election of the nominees listed below. If any nominee shall become unavailable
for reasons presently unknown, the proxy will be voted for the election of the
other nominees named herein and may be voted for the election of a substitute
nominee.

During the fiscal year ended April 30, 2004, there were four meetings of
the Board of Directors. Each director attended at least 75% of the meetings
held during the year of the Board of Directors and of each committee on which
he or she served. The Company does not have a policy on attendance by directors
at the Company's Annual Meeting. All of the current directors attended the
Company's 2003 Annual Meeting.

The Board of Directors has established an Audit Committee which consists
of Harold Bernard, Jr., Herbert Pardes, M.D. and Marion N. Ruth. All members of
the Audit Committee are independent, as independence for audit committee
members is defined in the NASDAQ Stock Market's listing standards. The
Committee held two meetings during the year ended April 30, 2004 to discuss
audit and financial reporting matters with both management and the Company's
independent public accountants.

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 each 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. The Board of Directors has adopted a written charter for the
Audit Committee, a copy of which is attached to this proxy statement as
Appendix A.

The Board of Directors has also established a Compensation Committee
consisting of Marion N. Ruth, Howard A. Brecher and David T. Henigson. The
Committee held its annual meeting following the close of the 2003 fiscal year
to consider the compensation of the Chief Executive Officer.

The Company does not have a standing nominating committee. Nominations are
made by the Board of Directors. The Board feels it is appropriate for the full
Board to serve this function because the Company has a relatively small Board,
making action by committee members unnecessary for purposes of managing
nominations. The Board does not have a charter governing its nominating
function.

The Board's process for identifying and evaluating potential nominees
includes soliciting recommendations from directors and officers of the Company.
Additionally, the Board will consider persons recommended by stockholders of
the Company in selecting the Board's nominees for election. There is no
difference in the manner in which the Board evaluates persons recommended by
directors or officers and persons recommended by stockholders in selecting
Board nominees. Mr. Shanahan's nomination was recommended by the Company's
Chief Executive Officer.

To be considered in the Board's selection of Board nominees,
recommendations from stockholders must be received by the Company in writing by
at least 120 days prior to the anniversary of the date the proxy statement for
the previous year's annual meeting was first distributed to stockholders.
Recommendations should identify the submitting stockholder, the person
recommended for consideration and the reasons the submitting stockholder
believes such person should be considered. Persons recom-

mended for consideration by the Board as Board nominees should be persons of
good character and integrity and must also have been nominated by persons of
good character and integrity. The Board also believes potential directors
should possess knowledge and experience suitable to the business activities in
which the Company and its subsidiaries engage.

Any shareholder or other interested party who desires to communicate with
any director may do so by writing the director, c/o Value Line, Inc., 220 East
42nd Street, New York, NY 10017.

A director who is also an employee of the Company receives no compensation
for his service on the Board in addition to that compensation which he receives
as an employee. For fiscal 2004, a director who was not an employee of the
Company was paid a director's fee of $3,000 per year plus $1,750 for each Board
meeting attended and $2,500 for each Audit Committee meeting attended.

Although the Nasdaq National Market System listing requirements require
that a majority of the board of directors be comprised of independent
directors, there is an exemption for "controlled companies", which are
companies of which more than 50% of the voting power is held by an individual,
a group or another company. Because Arnold Bernhard & Co., Inc. owns 86.47% of
the outstanding stock of the Company, the Company is a "controlled company" and
is not subject to this requirement.

Information concerning the nominees for directors appears in the following
table. Except as otherwise indicated, each of the following has held an
executive position with the companies indicated for at least five years.

DIRECTOR
NOMINEE, AGE AS OF SEPTEMBER 23, 2004 AND PRINCIPAL OCCUPATION SINCE
-------------------------------------------------------------- -----

Jean Bernhard Buttner* (69). Chairman of the Board, President, and Chief Executive and 1982
Operating Officer of the Company and Arnold Bernhard & Co., Inc.; Chairman of the Board
and President and Director or Trustee of each of the 14 Value Line Funds.

Marianne B. Asher (38). Private investor. Director of Arnold Bernhard & Co., Inc. since 2004
2004. Mrs. Asher is a daughter of Jean Bernhard Buttner.

Harold Bernard, Jr. (73). Attorney-at-law. Retired Administrative Law Judge, National 1982
Labor Relations Board. Director of Arnold Bernhard & Co., Inc. Judge Bernard is a
cousin of Jean Bernhard Buttner.

Dr. Edgar A. Buttner (42). Postdoctoral Fellow, Harvard University since 2003; Research 2003
Associate, McLean Hospital, 2002-2003; Postdoctoral Fellow, Massachusetts Institute of
Technology, 1997-2001. Director of Arnold Bernhard & Co., Inc. since 2003. Dr. Buttner is
the son of Jean Bernhard Buttner.

Samuel Eisenstadt (82). Senior Vice President and Research Chairman of the Company. 1982

Howard A. Brecher* (50). Vice President of the Company since 1996 and Secretary since 1992
1992; Secretary, Treasurer and General Counsel of Arnold Bernhard & Co., Inc. since 1991,
Director since 1992 and Vice President since 1994.

David T. Henigson* (47). Vice President of the Company since 1992 and Treasurer since 1992
1994; Director of Compliance and Internal Audit of the Company since 1988; Vice President
of each of the 14 Value Line Funds since 1992 and Secretary and Treasurer since 1994; Vice
President and Director of Arnold Bernhard & Co., Inc. since 1992.

Dr. Herbert Pardes (70). President and CEO of New York-Presbyterian Hospital since 2000; 2000
Vice President for Health Sciences and Dean of the Faculty of Medicine at the College of
Physicians & Surgeons of Columbia University (1989-2000).

Edward J. Shanahan (61). President and Headmaster, Choate Rosemary Hall (boarding
school); Director, Foundation for Greater Opportunity (not-for-profit charter school).

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* Member of the Executive Committee.

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.

ANNUAL COMPENSATION
NAME AND FISCAL ----------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS (A)($) COMPENSATION (B) ($)
---------------------------------- -------- ------------ -------------- ---------------------

Jean B. Buttner .................. 2004 917,286 -- 16,814
Chairman of the Board and 2003 898,419 -- 16,017
Chief Executive Officer 2002 881,667 -- 17,976

Samuel Eisenstadt ................ 2004 138,900 125,000 13,890
Senior Vice President and 2003 138,900 122,917 13,547
Research Chairman 2002 136,250 120,000 13,469

David T. Henigson ................ 2004 100,000 415,000 10,000
Vice President 2003 100,000 415,000 9,800
2002 100,000 395,000 10,000

Howard A. Brecher ................ 2004 50,000 400,000 5,000
Vice President 2003 50,000 375,000 4,900
2002 50,000 325,000 5,000

Stephen R. Anastasio (c) ......... 2004 100,000 120,000 10,000
Chief Financial Officer 2003 100,000 120,000 9,800
2002 100,000 101,062 10,000

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

(b) Employees of the Company are members of the Profit Sharing and Savings Plan
(the "Plan"). The Plan provides for a discretionary annual contribution out
of net operating income which is (subject to legal limitations)
proportionate to the salaries of eligible employees. 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 available
under the Plan 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 request at the time
of the employee's retirement, death, total disability, or termination of
employment.

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 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.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is comprised of the three
independent directors named below. The Committee has adopted a written charter
which has been approved by the Board of Directors of the Company. The Committee
has reviewed and discussed Value Line's audited 2004 financial statements with
management. The Committee has discussed with Horowitz & Ullmann, P.C., the
Company's independent auditors, the matters required to be discussed by SAS 61
(Communication with Audit Committee). The Committee has received from Horowitz
& Ullmann, P.C. the written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees). The Committee has discussed with Horowitz & Ullmann, P.C. its
independence and has considered whether the provision by Horowitz & Ullmann,
P.C. of non-audit services is compatible with maintaining its independence.

Based on the review and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements
certified by Horowitz & Ullmann, P.C. be included in the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2004 for filing with
the Securities and Exchange Commission.

Harold Bernard, Jr.
Herbert Pardes, M.D.
Marion N. Ruth

AUDIT AND NON-AUDIT FEES

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

2003 2004
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Audit fees .................. $93,290 $95,715
Audit-related fees .......... 26,010 29,910
Tax fees .................... 84,105 81,200
All other fees .............. 51,660 44,000

The Company's Audit Committee reviews all fees charged by the Company's
independent auditors and monitors the relationship between audit and non-audit
services provided. The Audit Committee must pre-approve all audit and non-audit
services provided by the independent auditors and fees charged.

COMPENSATION COMMITTEE REPORT

The Company's executive compensation program is intended to support the
Company's attraction and retention of capable and experienced executives, to
promote successful divisional and corporate performance and to compensate
appropriately executives who contribute to the operations and long-term
profitability of the Company. The following guidelines have been established to
carry out this policy:

(a) Base salaries and bonuses should be maintained at levels consistent
with competitive market compensation; and

(b) A portion of the executive compensation should reflect the performance
of the Company and the individual.

The Company's compensation program is comprised of two main components:
Base Salary and Incentive Compensation (Bonus).

BASE SALARY

Base salaries for the Company's executives take into account the
compensation policies of companies of comparable size engaged in the business
of publishing or investment management, as applicable. The Committee believes
that the base salary levels as established are reasonable and competitive and
necessary to attract and retain key employees.

ANNUAL INCENTIVE COMPENSATION PLAN

Bonus payments are awarded to executives based upon competitive
conditions, individual performance and the success of the Company. The
performance of the Company and its departments and attainment of individual
goals and objectives are given approximately equal weighting in determining
bonuses paid to executive officers. The Company's compensation approach takes
into account a full range of criteria important to the Company's long-term
strategies, rather than relying on inflexible numerical performance targets.

CHIEF EXECUTIVE OFFICER COMPENSATION FOR FISCAL 2004

Jean B. Buttner's base salary in fiscal 2004 was increased from that paid
in fiscal 2003 on the basis of the general cost-of-living percentage increase
awarded to Company personnel. In reviewing the Chief Executive Officer's
performance during the past year, the Compensation Committee took note of the
Company's success in several financial and other measures. Net income and
earnings per share increased over the 2003 results, as did revenue. Total
shareholder return in fiscal 2004 (including increase in stock price, regular
and special dividends) was 33.3%; three-year shareholder return through the end
of fiscal 2004 was 19.5% per annum. Licensing revenues are growing, with the
offering of additional closed-end funds.

During the fiscal year, the Company declared dividends totaling $18.50 per
share. Dividends contributed to a total return to shareholders in excess of
33%, outpacing the peer group.

The Company's consultants, Pearl Meyer & Partners, did a statistical
analysis of both Mrs. Buttner's salary and the financial performance of the
Company in comparison with performance and compensation at a peer group of
other corporations in the publishing and investment management industries
developed

by the consultants and listed on page 10. The Pearl Meyer firm observed that
although Value Line was not among the larger companies in the peer group, its
return on sales and total shareholder return ranked high in the peer group.

The Committee noted Mrs. Buttner's personal leadership contributions in
guiding the Company to growth during a period of prolonged challenge for the
financial industry. The Pearl Meyer firm concluded that a discretionary bonus
of about $200,000 would be appropriate.

The Pearl Meyer firm commented that the CEO's compensation ranked at the
top 14th percentile of cash compensation. When stock option compensation
awarded to many of the CEO's of the peer group companies -- but not awarded by
Value Line to its CEO, because of her already substantial ownership interest in
the Company's parent corporation -- is taken into account, Mrs. Buttner's
compensation this year ranks below the bottom 10th percentile among the peer
group.

Despite her outstanding achievements and leadership as Chief Executive,
Mrs. Buttner requested that no bonus be paid to her this year in view of the
challenges faced by the Company in the continuing volatile market environment.
The Committee thought it inappropriate to further pursue consideration of a
bonus in light of this request.

COMPENSATION COMMITTEE

Marion N. Ruth
Howard A. Brecher
David T. Henigson

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The names of the members of the Compensation Committee during the fiscal
year ended April 30, 2004 are set forth above. During such fiscal year, each of
Howard A. Brecher and David T. Henigson served as an officer and director of
the Company and each of its subsidiaries. Each of such individuals also served
as an officer and director of Arnold Bernhard & Co., Inc. Marion N. Ruth served
as a director of the Company and as a director or trustee of each of the 14
Value Line Mutual Funds. Certain relationships between the Company and Arnold
Bernhard & Co., Inc. are described above under "Certain Relationships and
Related Transactions."

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Value Line, Inc., Russell 2000 Index And Peer Group
(Performance Results Through 4/30/04)

[GRAPHIC OMITTED]

$400

$350

$300

$250

$200

$150

$100

$50

1999 2000 2001 2002 2003 2004

Value Line, Inc. $ 100.00 $ 96.84 $ 113.72 $ 138.08 $ 144.76 $ 194.04
Russell 2000 Index $ 100.00 $ 116.97 $ 110.68 $ 116.46 $ 90.92 $ 127.66
Peer Group $ 100.00 $ 136.78 $ 185.70 $ 219.49 $ 185.99 $ 227.02

Assumes $100 invested at the close of trading 4/30/99 in Value Line, Inc.
common stock, Russell 2000 Index, and Peer Group.

* Cumulative total return assumes reinvestment of dividends.

The Peer Group is comprised of the following companies:

BKF Capital Group, Inc. Information Holdings Inc. Lee Enterprises, Inc.
Courier Corp. The John Nuveen Company Inc. Thomas Nelson Inc.
Eaton Vance Corp. John Wiley & Sons, Inc. Waddell & Reed Financial Inc.
Federated Investors Inc.

The Peer Group that was used in the Comparison of Five-Year Cumulative Total
Return table in the Proxy Statement for the Company's 2003 Annual Meeting of
Shareholders included Sound View Technology Group, Inc. and did not include
BKF Capital Group, Inc. or Information Holdings Inc. The common stock of
Sound View Technology Group, Inc. ceased to be publicly traded. BKF Capital
Group, Inc. and Information Holdings Inc. were substituted at the
recommendation of the Company's compensation consultant, Pearl Meyer &
Partners, and the Peer Group performance for the entire five-year period was
recomputed to include BKF Capital Group, Inc. and Information Holdings Inc.
for the entire period.

The Compensation Committee Report, the Report of the Audit Committee and
the Comparative Five-Year Total Return graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A or 14C of the Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or to the liabilities of Section 18 of the
Exchange Act.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The independent certified public accountants selected by the Board of
Directors to audit the Company's books and records for the 2005 fiscal year are
the firm of Horowitz & Ullmann, P.C., which firm also audited the Company's
books and records for the fiscal year ended April 30, 2004. It is expected that
a representative of Horowitz & Ullmann, P.C. will be present at the Annual
Meeting. The representative of Horowitz & Ullmann, P.C. will have an
opportunity to make a statement if he desires to do so and will be available to
respond to appropriate shareholder questions.

SHAREHOLDER PROPOSALS FOR THE 2005 ANNUAL MEETING

Shareholder proposals intended for presentation at the next Annual Meeting
of Shareholders must be received by the Company for inclusion in its proxy
statement and form of proxy relating to that meeting no later than May 22,
2005. The Company's By-Laws contain other procedures for proposals to be
properly brought before an annual meeting of shareholders. To be timely, a
shareholder must have given written notice of a proposal to the Chairman of the
Board of Directors with a copy to the Secretary and such notice must be
received at the principal executive offices of the Company not less than thirty
nor more than sixty days prior to the scheduled annual meeting; provided,
however, that if less than forty days' notice or prior public disclosure of the
date of the scheduled annual meeting is given or made, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth day following the earlier of the day on which such notice
of the date of the scheduled annual meeting was mailed or the day on which such
public disclosure was made. Such shareholder's notice shall set forth as to
each matter the shareholder proposes to bring before the annual meeting (i) a
brief description of the proposal desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the Company's books, of the
shareholder proposing such business, (iii) the class and number of shares which
are beneficially owned by the shareholder on the date of such shareholder
notice and (iv) any material interest of the shareholder in such proposal.

FORM 10-K ANNUAL REPORT

ANY SHAREHOLDER WHO DESIRES A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED APRIL 30, 2004 FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION MAY OBTAIN A COPY (EXCLUDING EXHIBITS) WITHOUT CHARGE BY
ADDRESSING A REQUEST TO THE SECRETARY OF THE COMPANY AT 220 EAST 42ND STREET,
NEW YORK, NEW YORK 10017. EXHIBITS MAY ALSO BE REQUESTED, AT A CHARGE EQUAL TO
THE REPRODUCTION AND MAILING COSTS.

GENERAL

The Board of Directors is not aware of any business to come before the
meeting other than that set forth in the Notice of Annual Meeting of
Shareholders. However, if any other business is properly brought before the
meeting, it is the intention of the persons directed to vote the shareholders'
stock to vote such stock in accordance with their best judgment.

The Company is mailing its Annual Report for the fiscal year ended April
30, 2004 to shareholders together with this Proxy Statement.

APPENDIX A

VALUE LINE, INC.

AUDIT COMMITTEE CHARTER

The Board of Directors (the "Board") of Value Line, Inc. (the "Company")
shall appoint the Audit Committee (the "Audit Committee") which should be
constituted and have the responsibility and authority as described herein.

PURPOSE

The Audit Committee's primary purpose shall be to oversee the accounting
and financial reporting processes of the Company and the audits of the
financial statements of the Company.

ACTIVITIES

In carrying out its responsibility, the Audit Committee shall undertake
the following activities:

1. The Audit Committee shall be directly responsible for the appointment,
compensation, retention and oversight of the work of any independent
auditor engaged (including resolution of disagreements between
management and the auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the Company, and the independent
auditor shall report directly to the Audit Committee.

2. Procedures for the receipt, retention, and treatment of complaints
regarding accounting, internal accounting controls, or auditing matters
have been established as follows:

a. 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.

3. The Audit Committee shall have the authority to engage independent
counsel and other advisers, as it determines necessary to carry out its
duties.

4. The Company shall provide for appropriate funding, as determined by the
Audit Committee, in its capacity as a committee of the board of
directors, for payment of:

a. Compensation to any independent auditor engaged for the purpose of
preparing or issuing an audit report or performing other audit,
review or attest services for the Company;

b. Compensation to any advisers employed by the Audit Committee under
paragraph (3); and

c. Ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties.

5. The Audit Committee shall pre-approve all audit and permitted non-audit
services to be provided by the independent auditor. The Audit Committee
may delegate authority to pre-approve all auditing and permitted
non-audit services in accordance with pre-approval policies and
procedures established by the Audit Committee, provided that the Audit
Committee is informed of each service so approved at the next meeting of
the Audit Committee. These pre-approval requirements are subject to the
exception for the de minimus provision of services set forth in
Securities and Exchange Commission Regulation S-X, Section 2.01(c)(7)
(i)(C).

6. The Audit Committee shall meet with the independent auditor prior to
the audit to review the planning and staffing of the audit and approve
the proposed fee for the audit.

7. The Audit Committee shall receive written periodic reports from the
independent auditor delineating all relationships between the
independent auditor and the Company. This report shall be consistent
with Independence Standards Board Standard No. 1 regarding the auditor's
independence. The Audit Committee shall actively engage in dialogue with
the independent auditor with respect to any disclosed relationships or
services that may impact the objectivity and independence of the
auditor, and if determined by the Audit Committee, recommend that the
Board take appropriate action to insure the independence of the auditor.

8. The Audit Committee shall receive the report of the independent
auditor, prior to the filing of the independent auditor's audit report
with the Securities and Exchange Commission, with respect to:

a. All critical accounting policies and practices to be used;

b. All alternative treatments within generally accepted accounting
principles for policies and practices related to material items that
have been discussed with management of the Company, including:

i. Ramifications of the use of such alternative disclosures and
treatments; and

ii. The treatment preferred by the independent auditor; and

c. Other material written communications between the independent auditor
and the management of the Company, such as any management letter or
schedule of unadjusted differences.

9. The Audit Committee shall receive any report by the Company's chief
financial officer and/or chief executive officer concerning:

a. any significant deficiencies or material weaknesses in the design or
operation of internal control over financial reporting of the Company
which are reasonably likely to adversely affect the Company's ability
to record, process, summarize and report financial data; and

b. any fraud regarding company business, whether or not material, that
involves management or other employees who have a significant role in
the Company's internal control over financial reporting.

10. The Audit Committee shall discuss with the independent auditor the
matters required to be discussed by Statement on Auditing Standards No.
61 relating to the conduct of the audit, including:

a. Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information;

b. Significant financial reporting issues and judgments; and

c. Any major changes to the Company's auditing and accounting principles
and practices.

11. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.

12. Review the Company's annual audited financial statements and the report
thereon with the independent auditor and management prior to the
publication of such statements.

13. Adopt the report (to be prepared by the Company's legal counsel)
required by the rules of the Securities and Exchange Commission to be
included in the Company's annual proxy statement, which shall include a
statement of whether the Audit Committee recommends to the Board of
Directors that the audited financial statements be included in the
Company's annual report on Form 10-K.

14. Review and reassess the adequacy of this Charter annually and submit it
to the Board for approval.

The Audit Committee shall meet at least two times a year and make an oral
report to the Board following each meeting.

While the Audit Committee has the responsibility and authority set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor.

THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE Please
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, Mark Here
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF for Address [ ]
NOMINEES AS DIRECTORS. Change or
Comments
SEE REVERSE SIDE

1. ELECTION OF NOMINEES AS DIRECTORS:

FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all
to the contrary) nominees listed to the right

[ ] [ ]

01 M. Asher, 02 H. Bernard, Jr., 03 H.A. Brecher, 04 E. Buttner, 05 J. Buttner,
06 S. Eisenstadt, 07 D.T. Henigson, 08 H.Pardes and 09 E. Shanahan

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below)

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Please sign exactly as your name appears to the left. When signing as Trustee,
Executor, Administrator, or Officer of a corporation, give title as such.

Dated:____________________________________________________________________, 2004

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Signature

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Signature if owned jointly

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE

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FOLD AND DETACH HERE

P R O X Y

VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NY 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby authorizes and directs Howard A. Brecher and David
T. Henigson and each of them, with full power of substitution, to vote the stock
of the undersigned at the Annual Meeting of Stockholders of VALUE LINE, INC. on
Thursday, October 14, 2004, or at any adjournments thereof as hereinafter
specified and, in their discretion, to vote according to their best judgment
upon such other matters as may properly come before the meeting or any
adjournments thereof.

(CONTINUED ON REVERSE SIDE)

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Address Change/Comments (Mark the corresponding box on the reverse side)

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FOLD AND DETACH HERE