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

For the six months ended October 31, 2008 the Company's net income of $15,604,000 or $1.56 per share was $3,302,000 or 27% above net income of $12,302,000 or $1.23 per share for the six months ended October 31, 2007. Net income for the second quarter ended October 31, 2008 of $10,542,000 or $1.05 per share was $4,183,000 or 66% above net income of $6,359,000 or $0.64 per share for the second quarter of the prior fiscal year. Operating income of $13,731,000 for the six months ended October 31, 2008 was $4,650,000 or 25% below operating income of $18,381,000 last fiscal year. Operating income of $6,266,000 for the second quarter ended October 31, 2008 was $3,150,000 or 33% below operating income of $9,416,000 for the second quarter of the prior fiscal year. The Company's income from securities transactions of $10,716,000 for the six months ended October 31, 2008 was 576% above last year's income of $1,586,000. Shareholders' equity of $79,763,000 at October 31, 2008 was 7% lower than shareholders' equity of $85,329,000 at October 31, 2007.

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

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

Investment periodicals and related publications revenues

The investment periodicals and related publications revenues were down $1,530,000 or 7% for the six months ended October 31, 2008 as compared to the first six 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 the increasing amount of competition in the form of free or low cost investment research on the Internet and research provided by brokerage firms at no cost to their clients. The unfolding recession and turmoil in the markets have also contributed to the decline in subscriptions as individuals cut back on many forms of discretionary spending.

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

                                                                                  Percentage
Six Months Ended October 31,                                                        Change
(in thousands)                                         2008          2007        FY 09 vs. 08
Print publication revenues                           $  13,917     $  15,788             -11.9 %
Electronic publication revenues                      $   6,376     $   6,035               5.7 %
Total Investment periodicals and related
publications revenue                                 $  20,293     $  21,823              -7.0 %

Unearned Revenues (Short and Long Term)              $  29,159     $  31,930              -8.7 %

For the six months ended October 31, 2008 print publication revenues decreased $1,871,000 or 11.9% below last fiscal year for the reasons described above. Electronic publications revenues grew by $341,000 or 5.7% for the six months ended October 31, 2008. The electronic revenues are broken down into institutional accounts and retail subscribers. For the six months ended October 31, 2008, institutional revenues increased $659,000 or 24%, while revenues from retail subscribers were down $318,000 or 10% as compared to the six months ended October 31, 2007. The decrease in electronic retail publications revenues is primarily attributable to the decrease in circulation within the Company's software products. Circulation of The Value Line Investment Analyzer decreased 14%, which resulted in a $229,000 decline in revenues from this product. The increase in institutional revenues is a result of expanding the sales force on the institutional side of the business.

Licensing revenues

Licensing fee revenues have decreased $525,000 or 15% for the six months ended October 31, 2008 as compared to the six months ended October 31, 2007. As of October 31, 2008, total third party sponsored assets attributable to the licensing business represent $3.6 billion in various products. The broad and deep declines throughout the equity markets have impacted assets 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 seven 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 33%, 40%, and 37% respectively from October 31, 2007 to October 31, 2008. Such market pressures have resulted in a contraction in total assets within the Value Line Funds of 34.4% as compared to a year ago. The following tables illustrate the total fund assets as of October 31, 2008 as compared to October 31, 2007.

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

As a result of the decline in assets under management, investment management fees and distribution services revenues for the six months ended October 31, 2008 were $1,316,000 or 8% below the prior fiscal year. Management fees for the first six months of fiscal year 2009 were down $1,032,000 or 8% as compared to the first six months of fiscal year 2008. There was a net decrease of $175,000 or 5% in distribution services revenues. During the period, voluntary and contractual fee waivers exist for certain of the Value Line Funds. For the six months ended October 31, 2008 and 2007, 12b-1 fee waivers were $1,658,000 and $2,042,000, respectively. For the six months ended October 31, 2008 and 2007, total management fee waivers were $101,000 and $117,000, respectively. The Company's subsidiaries, EULAV Asset Management and Value Line Securities, have no right to recoup the previously waived management fees and 12b-1 fees from the Value Line Funds. Separately managed accounts revenues decreased $109,000 or 18% for the six months ended October 31, 2008 as compared to the six months ended October 31, 2007 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.

October 31,                                                                           Percentage Change
(in thousands)                                          2008            2007            FY 09 vs. 08
Equity fund assets sold through GIAC                 $   521,810     $   948,673                   -45.0 %
All other equity fund assets                         $ 1,690,201     $ 2,707,768                   -37.6 %
  Total Equity fund net assets                       $ 2,212,011     $ 3,656,441                   -39.5 %

As of October 31, 2008, 80% of the equity funds, excluding SAM and Centurion, had four or five 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 9% of total fund assets at October 31, 2008 and are down 16.9% from the previous year. Cash Fund assets represent 9% of the total fund assets at October 31, 2008 and have increased 51% from the previous year. The increase in the Value Line Cash Fund is due to purchases by Arnold Bernhard & Co., Inc. ("Parent") in the fourth quarter of last fiscal year and purchases by the Company in the second quarter ended October 31, 2008. The Parent has made no representations to the Company as to how long the cash will remain in the Value Line Cash Fund. The increase in the Cash Fund assets by the Company is due to the sale in the second quarter of equity investments and will remain in the Cash Fund until redeployed by the Company.

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

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

Advertising and promotion expenses for the six months ended October 31, 2008 decreased $505,000 as compared to the first six months ended October 31, 2007. Costs associated with direct mail decreased $568,000 or 31% below last fiscal year, due to an ongoing targeted reduction in the overall number of pieces mailed year to year. Print advertising promoting the Value Line Funds in select markets increased by $239,000 for the six months ended October 31, 2008. While supermarket platform expenses were level with the prior year, the platform expenses are expected to be lower in the upcoming months due to the decline in fund assets under management.

Salaries and employee benefits

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

Over the past several years, the Company has increased productivity by combining the roles and responsibilities and by selective outsourcing. Some duplication of effort has been eliminated and certain tasks, such as some data entry, have been outsourced to third party vendors that the Company believes can provide better controls and results at a favorable cost. As of October 31, 2008, the Company employed 205 employees comparable to 203 employees last fiscal year. Salaries and employee benefits are higher by $533,000 from the previous year due to cost of living increases to staff and additional hiring of new salesmen in Institutional Sales to expand the department.

Production and distribution

                                 Three Months Ended October 31,                       Six Months Ended October 31,
                                                            Percentage                                         Percentage
                           2008              2007             Change            2008             2007            Change
(in thousands)                                             FY 09 vs. 08                                       FY 09 vs. 08
Production and
distribution            $     1,459       $     1,611               -9.4 %   $    2,989       $    3,274               -8.7 %

Production and distribution expenses for the six months ended October 31, 2008 were $285,000 below expenses for the six months ended October 31, 2007. Amortized software costs decreased $187,000 below last fiscal year due to a decrease in expenditures for capitalized projects. In addition, the decline in expenses was due to volume reductions in paper, printing and mailing that resulted primarily from a decrease in circulation of the print products. Partially offsetting the savings during the six months ended October 31, 2008 was an approximate 8% increase in the cost of paper mid fiscal year 2008 and an increase in postage rates. The Company anticipates paper prices will increase again in the fiscal year as raw material prices increase. The Company continues to look at purchasing and delivery options in an effort to reduce costs of the print products to offset raw material price increases.

Office and administration
                                     Three Months Ended October 31,                       Six Months Ended October 31,
                                                                Percentage                                         Percentage
                                2008              2007            Change            2008             2007            Change
(in thousands)                                                 FY 09 vs. 08                                       FY 09 vs. 08
Office and administration   $     2,465       $     2,081               18.5 %   $    5,585       $    4,049               37.9 %

Office and administration expenses for the six months ended October 31, 2008 were $1,536,000 above expenses for the six months ended October 31, 2007. Professional fees significantly increased as compared to fiscal year 2008 primarily as a result of the SEC proceeding. Professional fees fluctuate year to year based on the level of operations, litigation or regulatory activity requiring the use of outside professionals.

Income from securities transactions, net

During the six months ended October 31, 2008 the Company's income from securities transactions, net, of $10,716,000 was $9,130,000 higher than income from securities transactions, net, of $1,586,000 during the six months ended October 31, 2007. Income from securities transactions, net, includes dividend and interest income of $1,544,000 at October 31, 2008 that was $70,000 or 4% lower than income of $1,614,000 for the six months ended October 31, 2007 due to a decline in interest rates. Capital gains, net of capital losses during the six months ended October 31, 2008 were $9,192,000, which include a realized capital gain of $9,600,000 from the sale of equity securities within the Company's portfolio. This compares to capital losses, net of capital gains of $34,000 during the six months ended October 31, 2007.

The Company had working capital of $80,314,000 as of October 31, 2008 and $85,872,000 as of October 31, 2007. Cash and short-term securities totaled $106,762,000 as of October 31, 2008 and $121,179,000 as of October 31, 2007.

Cash from operating activities

The Company's cash flow from operations of $5,625,000 for the six months ended October 31, 2008 was 15% above cash flow from operations of $4,894,000 for the six months ended October 31, 2007. The primary change was the timing of purchases and maturity of fixed income government debt securities within the company's trading portfolio and a lower effective tax rate on the Company's investment income.

Cash from investing activities

The Company's cash inflow from investing activities is $31,490,000 for the six months ended October 31, 2008 compared to cash outflow from investing activities of $4,349,000 for the six months ended October 31, 2007. The significant increase in cash inflows is a result of sales in the equity portfolio and the maturity of fixed income securities during the six months of the fiscal year 2009.

Cash from financing activities

The Company's net cash outflow from financing activities was $6,988,000 that represents a quarterly dividend of $.30 per share paid in May 2008 for the last quarter of fiscal 2008 and $.40 per share paid for the first quarter 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, paid in August 2008. Therefore, fiscal 2009 net cash outflow from financing activities was 17% higher than cash outflow from financing activities of $5,989,000 in the prior fiscal year.

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

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.