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

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

· maintaining revenue from subscriptions for the Company's products;

· protection of intellectual property rights;

· changes in market and economic conditions;

· fluctuations in the Company's assets under management due to broadly based changes in the values of equity and debt securities, redemptions by investors and other factors;

· dependence on Value Line Funds for investment management and related fees;

· competition in the fields of publishing, licensing and investment management;

· the impact of government regulation on the Company's business and the uncertainties of litigation and regulatory proceedings;

· terrorist attacks; and

· other risks and uncertainties, including but not limited to the risks described in Item 1A, "Risk Factors" of the Company's annual report on Form 10-K for the year ended April 30, 2008, and other risks and uncertainties from time to time.

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

The severe downturn and volatility within the financial markets and the economy continued throughout the Company's third quarter that ended January 31, 2009 and has negatively impacted the Company's assets under management and the assets attributable to third party licensing partners. The severe asset decline has led to lower asset based management and licensing fees collected by the Company for the quarter and into the fourth quarter. This trend can be seen across the asset management industry. According to the Investment Company Institute ("ICI"), the combined assets of the mutual funds in the United States (excluding money market funds) declined by $3.1 trillion or 36% for the nine months ended January 31, 2009. Although we have not suffered a fundamental change in our business model, the collateral damage from the global economic decline significantly reduced our assets under management and related advisory and licensing revenues. In response we have been diligent about our expense control and have taken initiatives to reduce costs. The Company continues to be debt free with substantial liquidity sufficient to endure the current economic crisis and anticipated liquidity needs.

For the nine months ended January 31, 2009 the Company's net income of $19,336,000 or $1.94 per share was $1,437,000 or 7% below net income of $20,773,000 or $2.08 per share for the nine months ended January 31, 2008. Net income for the three months ended January 31, 2009 of $3,732,000 or $0.38 per share was $4,739,000 or 56% below net income of $8,471,000 or $0.85 per share for the third quarter of the prior fiscal year. Operating income of $18,351,000 for the nine months ended January 31, 2009 was $9,367,000 or 34% below operating income of $27,718,000 last fiscal year. Operating income of $4,620,000 for the three months ended January 31, 2009 was $4,717,000 or 50% below operating income of $9,337,000 for the third quarter of the prior fiscal year. The Company's income from securities transactions of $11,643,000 for the nine months ended January 31, 2009 was 105% above last year's income of $5,683,000 due to the sale of the equity portfolio in the second quarter of fiscal year 2009. The Company redeployed the proceeds from the equity portfolio into short term fixed income investments or cash equivalents. For the three months ended January 31, 2009, income from securities transactions of $927,000 was down $3,170,000 or 77% from the same three months of the previous year. The third quarter of previous fiscal year third quarter included capital gains of $3,077,000. Shareholders' equity of $79,862,000 at January 31, 2009 was 7% lower than shareholders' equity of $85,469,000 at January 31, 2008.

Operating revenues, which consist of investment periodicals and related publications revenues, licensing fees, and investment management fees and services all declined for the three and nine months ended January 31, 2009:

                        Three Months Ended January 31,                     Nine Months Ended January 31,
                                                          Percentage                                        Percentage
                                                            Change                                            Change
(in thousands)             2009              2008        FY 09 vs. 08         2009             2008        FY 09 vs. 08
Investment
periodicals and
related publications    $    10,048       $   10,601              -5.2 %   $    30,341       $  32,424              -6.4 %
Licensing fees          $       683       $    2,072             -67.0 %   $     3,603       $   5,517             -34.7 %
Investment management
fees and services       $     5,125       $    8,407             -39.0 %   $    20,452       $  25,050             -18.4 %
   Total Operating
Revenues                $    15,856       $   21,080             -24.8 %   $    54,396       $  62,991             -13.6 %

Investment periodicals and related publications revenues

Investment periodicals and related publications revenues were down $2,083,000 or 6% for the nine months ended January 31, 2009 as compared to the first nine months of the prior fiscal year. While the Company continues to attract new subscribers through various marketing channels, primarily direct mail and the Internet, total product line circulation continues to decline. Factors that have contributed to the decline in the investment periodicals and related publications revenues include competition in the form of free or low cost investment research on the Internet and research provided by brokerage firms at no cost to their clients. The recession and turmoil in the markets have also contributed to the decline in subscriptions as individuals reduced many forms of discretionary spending, or have shifted investments to fixed income, for which the Company does not provide research.

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

                                                                                            Percentage
Nine Months Ended January 31,                                                                 Change
(in thousands)                                                     2009         2008       FY 09 vs. 08
Print publication revenues                                       $ 20,659     $ 23,393             -11.7 %
Electronic publication revenues                                  $  9,682     $  9,031               7.2 %
Total Investment periodicals and related publications revenues   $ 30,341     $ 32,424              -6.4 %

Unearned Revenues (Short and Long Term)                          $ 29,176     $ 32,655             -10.7 %

For the nine months ended January 31, 2009 print publication revenues decreased $2,734,000 or 12% below last fiscal year for the reasons described above. Electronic publications revenues grew by $651,000 or 7% for the nine months ended January 31, 2009. The electronic revenues are broken down into institutional accounts and retail subscribers. For the nine months ended January 31, 2009, institutional revenues increased $1,102,000 or 26%, while revenues from retail subscribers were down $451,000 or 9% as compared to the nine months ended January 31, 2008. The decrease in electronic retail publications revenues is primarily attributable to the decrease in circulation within the Company's software products. Circulation of The Value Line Investment Analyzer decreased 24%, which resulted in a $338,000 decline in revenues from this product. The Company has successfully expanded its institutional sales marketing efforts and the increase in institutional revenues is a direct result of a focused effort to boost sales to colleges, libraries and money managers.

Licensing revenues

Licensing fee revenues have decreased $1,914,000 or 35% for the nine months ended January 31, 2009 as compared to the nine months ended January 31, 2008. As of January 31, 2009, total third party sponsored assets attributable to the licensing business represent $2.1 billion in various products. The broad and deep declines throughout the equity markets have significantly impacted assets of the third party sponsors attributable to the licensing business and resulted in lower asset based fees paid to the Company. While the third party sponsors continue to raise assets the broad market decline has eroded those assets as well as previous appreciation in existing assets. The Company is in discussion with new sponsors to increase products offered, but no new agreements have been signed in fiscal 2009. The Company believes the growth of the business is dependent upon the desire of third party marketers to use the Value Line trademarks and proprietary research for their products, signing new licensing agreements, and the marketplace's acceptance of new products. As stated in the past, Value Line believes it was an early entrant into this new market eight years ago. Today this market has significantly broadened as a result of product diversification and growth of the use of indexes by portfolio managers, and the Company and its third party sponsors face more competition in the marketplace.

Investment management fees and distribution services revenues

The financial markets have experienced unprecedented volatility and declines over the past year some of which have not been seen in decades. Equity indexes such as the DJIA, NASDAQ, and S&P 500 are down 37%, 38%, and 40% respectively for the year ended January 31, 2009. Such market pressures have resulted in a contraction in total assets within the Value Line Funds of 36% as compared to a year ago. The following tables illustrate the total fund assets as of January 31, 2009 as compared to January 31, 2008.

                                                       Percentage
At January 31,                                           Change
(in thousands)           2009            2008         FY 09 vs. 08
Equity funds          $ 1,894,890     $ 3,221,732             -41.2 %
Fixed income funds    $   240,995     $   271,562             -11.3 %
Money market fund     $   196,465     $   167,625              17.2 %

   Total net assets   $ 2,332,350     $ 3,660,919             -36.3 %

As a result of the decline in assets under management, investment management fees and distribution services revenues for the nine months ended January 31, 2009 were $4,598,000 or 18% below the prior fiscal year. Management fees for the first nine months of fiscal year 2009 were down $3,427,000 or 18% as compared to the first nine months of fiscal year 2008. There was a net decrease of $950,000 or 18% in distribution services revenues. During the period, contractual fee waivers exist for certain of the Value Line Funds. For the nine months ended January 31, 2009 and 2008, 12b-1 fee waivers were $2,280,000 and $2,943,000, respectively. For the nine months ended January 31, 2009 and 2008, management fee waivers were $142,000 and $174,000, respectively. The Company and its subsidiaries have no right to recoup the previously waived management fees and 12b-1 fees. Separately managed accounts revenues decreased $222,000 or 24% for the nine months ended January 31, 2009 as compared to the nine months ended January 31, 2008 primarily due to market decline in the portfolios.

Of the 14 funds managed by the Company, shares of Value Line Strategic Asset Management Trust ("SAM") and Value Line Centurion Fund are available to the public only through the purchase of certain variable annuity and variable life insurance contracts issued by The Guardian Insurance & Annuity Company, Inc. ("GIAC"). The table below shows the assets in the equity funds broken down into the two channels the equity funds are available.

                                                                        Percentage
At January 31,                                                            Change
(in thousands)                            2009            2008         FY 09 vs. 08
Equity fund assets sold through GIAC   $   455,140     $   812,361             -44.0 %
All other equity fund assets           $ 1,439,750     $ 2,409,371             -40.2 %
  Total equity fund net assets         $ 1,894,890     $ 3,221,732             -41.2 %

As of January 31, 2009, 67% of the equity funds, excluding SAM and Centurion, had four star ratings by Morningstar, Inc. The largest distribution channel for the Value Line Funds remains the fund supermarket platforms such as Charles Schwab & Co., Inc. The Company believes the platforms will continue to grow as a percentage of assets under management as more shareholders come into the Value Line Funds through intermediaries rather than by opening direct accounts.

The Value Line fixed income fund assets (excluding the Value Line Cash Fund), represent 10% of total fund assets at January 31, 2009 and are down 11% from the previous year. Cash Fund assets represent 8% of the total fund assets at January 31, 2009 and have increased 17% from the previous year. The increase in the Value Line Cash Fund is primarily due to purchases by Value Line, Inc. during the second quarter of fiscal year 2009 when the Company sold its equity investments.

Since the close of the third quarter and as of this filing, the market has continued its decline, further impacting overall assets under management. Overall assets under management declined approximately 8% or $180 million from February 2, 2009 to March 12, 2009, with decreases in the equity funds partially offset by an increase in assets within the fixed income funds. Even though assets declined, the equity funds outperformed the Dow Jones Industrial Average and the S&P 500 for the post-quarter period.

Expenses within the Company are categorized into advertising and promotion, salaries and employee benefits, production and distribution, and office and administration. Operating expenses of $36,045,000 for the nine months ended January 31, 2009 were $772,000 or 2% above operating expenses of $35,273,000 last fiscal year. Operating expenses of $11,236,000 for the three months ended January 31, 2009 were $507,000 or 4% below operating expenses of $11,743,000 for the third quarter of the prior fiscal year.

Advertising and promotion

                            Three Months Ended January 31,                    Nine Months Ended January 31,
                                                             Percentage                                       Percentage
                                                               Change                                           Change
(in thousands)                 2009             2008        FY 09 vs. 08         2009            2008        FY 09 vs. 08
Advertising and promotion   $    2,435       $    3,253             -25.1 %   $    9,004       $  10,327             -12.8 %

Advertising and promotion expenses for the nine months ended January 31, 2009 decreased $1,323,000 as compared to the first nine months ended January 31, 2008. Within the investment management segment, supermarket platform expenses associated with the distribution of the mutual funds decreased $559,000 or 13% below the prior year due to the decline in assets under management. In the last quarter, the Company reduced its print advertising promoting the mutual funds due to the volatility in the marketplace. For the nine months ended January 31, 2009, print advertising increased $126,000 from the nine months ended January 31, 2008. Within the publishing segment, costs associated with direct mail decreased $837,000 or 31% below last fiscal year, due to an ongoing targeted reduction in the overall number of pieces mailed year to year.

Salaries and employee benefits

                                 Three Months Ended January 31,                       Nine Months Ended January 31,
                                                                     Percentage                                          Percentage
                                                                       Change                                              Change
(in thousands)                      2009              2008          FY 09 vs. 08         2009              2008         FY 09 vs. 08
Salaries and employee benefits   $     4,499       $     4,535               -0.8 %   $    14,165       $    13,668               3.6 %

Over the past several years, the Company has increased productivity by combining the roles and responsibilities of various personnel and by selective outsourcing. Some duplication of effort has been eliminated and certain tasks, such as some data entry, have been outsourced to third party vendors that the Company believes can provide better controls and results at a favorable cost. Even so, salaries and employee benefits are higher by $497,000 from the previous year due to cost of living increases to staff and additional targeted hiring.

Production and distribution

                              Three Months Ended January 31,                      Nine Months Ended January 31,
                                                                 Percentage                                           Percentage
                                                                   Change                                               Change
(in thousands)                    2009              2008        FY 09 vs. 08          2009              2008         FY 09 vs. 08
Production and distribution   $     1,445       $     1,424               1.5 %   $     4,434       $     4,698               -5.6 %

Production and distribution expenses for the nine months ended January 31, 2009 were $264,000 below expenses for the nine months ended January 31, 2008. Amortized software costs decreased $300,000 below last fiscal year due to a reduction in prior year expenditures for capitalized costs. In addition, the decline in expenses was due to volume reductions in paper, printing and mailing that resulted primarily from a decrease in circulation of the print products. Partially offsetting the savings during the nine months ended January 31, 2009 was an approximate 8% increase in the cost of paper during fiscal year 2008 and an 8% increase in postage rates. The Company continues to look at purchasing alternatives, delivery methods for the products, and additional ways to reduce the costs of production and distribution costs.

Office and administration

                             Three Months Ended January 31,                       Nine Months Ended January 31,
                                                                 Percentage                                           Percentage
                                                                   Change                                               Change
(in thousands)                   2009              2008         FY 09 vs. 08          2009              2008         FY 09 vs. 08
Office and administration    $     2,857       $     2,531               12.9 %   $     8,442       $     6,580               28.3 %

Office and administration expenses for the nine months ended January 31, 2009 were $1,862,000 above expenses for the nine months ended January 31, 2008. Professional fees significantly increased as compared to fiscal year 2008 primarily as a result of the SEC investigation. Professional fees fluctuate year to year based on the level of operations, litigation or regulatory activity requiring the use of outside professionals.

Segment Operating Profit

                          Investment Periodicals,
                           Publishing & Licensing                        Investment Management
                                Nine Months                                   Nine Months
                             Ended January 31,                             Ended January 31,
                                              Percentage                                   Percentage
                                                Change                                       Change
(in thousands)      2009          2008       FY 09 vs. 08         2009         2008       FY 09 vs. 08

Segment
Revenues from
extrenal
customers         $  33,944     $ 37,941               -11 %    $ 20,452     $ 25,050               -18 %

Segment Profit
from Operations   $  11,890     $ 15,622               -24 %    $  6,473     $ 12,108               -47 %

Segment Profit
margin from
operations               35 %         41 %             -15 %          32 %         48 %             -33 %

The Company operates in two business segments, Investment Periodicals, Publishing & Licensing and Investment Management.

Investment Periodicals, Publishing & Licensing

Segment revenues, operating profit and operating profit margins from the Company's Investment Periodicals, Publishing & Licensing segment declined from the previous fiscal year primarily due to the deterioration in circulation of the total product line. As previously mentioned, competition in the form of free or low cost investment research on the Internet and research provided by brokerage firms at no cost to their clients contributed to the decline in revenue. The recession and turmoil in the markets have also contributed to the decline in subscriptions as individuals reduced many forms of discretionary spending, or have shifted investments to fixed income, for which the Company does not provide research. Investment Periodicals, Publishing & Licensing segment profit margin from operations decreased as a direct result of the decline in revenue.

Investment Management

Segment revenues, operating profit and operating profit margins from the Company's Investment Management business segment declined from the previous fiscal year primarily due to the decline in investment management fees from the Company's family of mutual funds that was a direct result of the deterioration in the underlying assets under management. The decline in assets under management was primarily the result of the impact by the recession and declining equity markets.

Income from securities transactions, net

During the nine months ended January 31, 2009 the Company's income from securities transactions, net, of $11,643,000 was $5,960,000 higher than income from securities transactions, net, of $5,683,000 during the nine months ended January 31, 2008. Income from securities transactions, net, includes dividend and interest income of $2,423,000 at January 31, 2009 that was $181,000 below income of $2,604,000 for the nine months ended January 31, 2008. Capital gains, net of capital losses during the nine months ended January 31, 2009 were $9,243,000, which included a realized capital gain of $9,600,000 from the sale of equity securities within the Company's portfolio. Capital gains, net of capital losses during the first nine months of fiscal 2008 were $3,077,000, of which $2,793,000 represented distributions from the Value Line Mutual Funds.

The Company had working capital of $79,859,000 as of January 31, 2009 and $86,365,000 as of January 31, 2008. Cash and short-term securities were $107,782,000 as of January 31, 2009 and $121,688,000 as of January 31, 2008.

Cash from operating activities

The Company's cash flow from operations of $10,324,000 for the nine months ended January 31, 2009 was 24% below cash flow from operations of $13,604,000 for the nine months ended January 31, 2008. The primary change was the timing of purchases and maturity of fixed income securities within the Company's trading portfolio, a decline in the Company's unearned revenue and the timing of payments to vendors.

Cash from investing activities

The Company's cash inflow from investing activities was $40,400,000 for the nine months ended January 31, 2009 compared to cash outflow from investing activities of $7,192,000 for the nine months ended January 31, 2008. The significant increase in cash inflows is a result of proceeds from the sales in the equity portfolio and the maturity of fixed income securities during the nine months of the fiscal year 2009.

Cash from financing activities

The Company's net cash outflow from financing activities of $10,980,000 represents a quarterly dividend of $.30 per share paid in May 2008 for the dividend declared during the last quarter of fiscal 2008 and $.40 per share dividend paid for the first and second quarters of fiscal 2009. At the July 2008 board meeting, the board approved a quarterly dividend of $.40 per share, an increase of $.10 per share or 33%. Therefore, fiscal 2009 net cash outflow from financing activities representing dividends paid was 22% higher than cash outflow from financing activities of $8,984,000 in the prior fiscal year.

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

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