The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help a reader understand Value Line, its operations and business factors. The MD&A should be read in conjunction with Item 1, "Business", Item 1A, "Risk Factors", and in conjunction with the consolidated financial statements and the accompanying notes contained in Item 8 of this report.

The MD&A includes the following subsections:

Executive Summary of the Business

The Company's primary business is producing investment periodicals and related publications and making available copyright data, including certain Proprietary Ranking System and other proprietary information, to third parties under written agreements for use in third-party managed and marketed investment products. Value Line markets under well-known brands including Value Line, the Value Line Logo, The Value Line Investment Survey, and The Most Trusted Name in Investment Research. The name "Value Line" as used to describe the Company, its products, and its subsidiaries, and is a registered trademark of the Company. Prior to December 23, 2010, the date of the completion of the Restructuring Transaction (see "Restructuring of Asset Management and Mutual Fund Distribution Businesses" below), the Company provided investment management services to the Value LineŽ Mutual Funds ("Value Line Funds"), institutions and individual accounts and provided distribution, marketing, and administrative services to the Value Line Funds.

The Company's target audiences within the investment periodicals and related publications field are individual investors, colleges, libraries, and investment management professionals. Individuals come to Value Line for complete research in one package. Institutional subscribers consist of corporations, financial professionals, colleges, and municipal libraries. Libraries and universities, offer the Company's detailed research to their patrons and students. Investment management professionals use the research and historical information in their day-to-day businesses. The Company has a dedicated department that solicits institutional subscriptions. Fees for institutional subscriptions vary by the university or college enrollment, number of users, and the number of products purchased.

Payments received for new and renewal subscriptions and the value of receivables for amounts billed to retail and institutional customers are recorded as unearned revenue until the order is fulfilled. As the subscriptions are fulfilled, the Company recognizes revenue in equal installments over the life of the particular subscription. Accordingly, the subscription fees to be earned by fulfilling subscriptions after the date of a particular balance sheet are shown on that balance sheet as unearned revenue within current and long term liabilities.

Prior to December 23, 2010, the Company's businesses consolidated into two reportable business segments. The investment periodicals and related publications (retail and institutional) and fees from copyright data including the Proprietary Ranking System information and other proprietary information consolidate into one segment called Publishing and the investment management services to the Value Line Funds and other managed accounts were consolidated into a second business segment called Investment Management. Subsequent to December 23, 2010, the date of the Restructuring Transaction, the Publishing segment constitutes the Company's only reportable business segment.

Restructuring of Asset Management and Mutual Fund Distribution Businesses

The Company completed the restructuring of its asset management and mutual fund distribution businesses (the "Restructuring Transaction") on December 23, 2010 (the "Restructuring Date") and executed the EAM Declaration of Trust (the "EAM Declaration of Trust"). As part of the Restructuring Transaction: (1) EULAV Securities, Inc. ("ESI"), a New York corporation and wholly-owned subsidiary of the Company that acted as the distributor of the thirteen Value Line Funds was restructured into EULAV Securities LLC ("ES"), a Delaware limited liability company; (2) the Company transferred 100% of its interest in ES to EULAV Asset Management LLC ("EAM LLC"), a wholly-owned subsidiary of the Company that acted as the investment adviser to the Value Line Funds and certain separate accounts;
(3) EAM LLC was converted into EAM; and (4) EAM admitted five individuals (the "Voting Profits Interest Holders"), as the initial holders of voting profits interests in EAM, with each of such individuals owning 20% of the voting profits interests of EAM, and (5) pursuant to the EAM Declaration of Trust, the Company received an interest in certain revenues of EAM and a portion of the residual profits of EAM but has no voting authority with respect to the election or removal of the trustees of EAM. The Voting Profits Interest Holders, who were selected by the independent directors of the Company, paid no consideration in exchange for their interests in EAM.

The business of EAM is managed by its trustees and by its officers subject to the direction of the trustees. The Company's non-voting revenues and non-voting profits interests in EAM entitle it to receive a range of 41% to 55% of EAM's revenues (excluding distribution revenues) from EAM's mutual fund and separate account business and 50% of the residual profits of EAM (subject to temporary increase in certain limited circumstances). The Voting Profits Interest Holders will receive the other 50% of residual profits of EAM.

Pursuant to the EAM Declaration of Trust, the Company granted EAM the right to use the Value Line name for all existing Value Line Funds and agreed to supply the Value Line Proprietary Ranking System information to EAM without charge or expense.

Business Environment

For the twelve months ended April 30, 2012, the NASDAQ and the Dow Jones Industrial Average were up 6% and 3%, respectively. However, we believe that the severe downturn experienced in the September 2008 to March 2009 period and the continued volatility in the financial markets since then have resulted in many individual investors withdrawing money from equity investments, including equity mutual funds, and that this risk-averse temperament of investors continues to restrain both the Company's revenues from its research periodicals and publications and the Company's cash flows from its non-voting revenues and non-voting profits interests in EAM.

Results of Operations for Fiscal Years 2012, 2011 and 2010

The operating results of the Company for the twelve months ended April 30, 2012
declined from fiscal 2011.  The following table illustrates the Company's key
earnings figures.

                                                  Fiscal Years Ended April 30,
       ($ in thousands, except earnings
       (loss) per share)                        2012          2011          2010
       Income (loss) from operations         $    5,338     $   8,533     $ (32,190 )
       Revenues and profits interests from
       EAM Trust                             $    5,890     $   2,355     $       -
       Income (loss) from operations plus
       revenues and profits interests from
       EAM Trust                             $   11,228     $  10,888     $ (32,190 )
       Operating expenses                    $   31,271     $  40,134     $  90,330
       Gain from deconsolidation of
       subsidiaries                          $        -     $  50,510     $       -
       Income from securities
       transactions, net                     $       70     $      65     $     837
       Income (loss) before income taxes     $   11,298     $  61,463     $ (31,353 )
       Net income (loss)                     $    6,925     $  37,782     $ (23,188 )
       Earnings (loss) per share             $     0.70     $    3.79     $   (2.32 )

During the twelve months ended April 30, 2012, the Company's net income of $6,925,000, or $0.70 per share, was $30,857,000 or 82% below net income of $37,782,000, or $3.79 per share, for the twelve months ended April 30, 2011. The net income of the Company during the twelve months ended April 30, 2011 included $50,510,000 of pre-tax accounting (non-cash) gain and applicable deferred income taxes of $19,462,000 on the non-cash gain from deconsolidation of Value Line's former investment management subsidiaries, EAM LLC and ESI.

Income from operations of $5,338,000 for the twelve months ended April 30, 2012, does not include the non-voting revenues and non-voting profits interests from EAM of $5,890,000, while income from operations for the twelve months ended April 30, 2011 of $8,533,000 includes $10,693,000 of advisory management fees and service distribution fees from the former Value Line subsidiaries, EAM LLC and ESI, that performed the operations of the investment management business prior to deconsolidation of these subsidiaries on December 23, 2010. During the twelve months ended April 30, 2011, the net income and income from operations included restructuring expenses of $3,764,000, non-cash post-employment compensation expense of $1,770,000 related to the grant of a voting profits interest in EAM to a former employee and a $1,767,000 reduction in the estimated cost of administration of the Fair Fund created as part of the Settlement with the SEC.

Income before income taxes, which is inclusive of the non-voting revenues and non-voting profits interests from EAM through April 30, 2012, was $11,298,000 as compared to $61,463,000 for the twelve months ended April 30, 2011, which included the aforementioned gain on Restructuring Transaction of $50,510,000.

For the twelve months ended April 30, 2011, the Company's net income of $37,782,000, or $3.79 per share, which included a pre-tax gain of $50,510,000 from deconsolidation of the Company's former investment management subsidiaries, EAM LLC and ESI, restructuring expenses of $3,764,000, non-cash post-employment compensation expense of $1,770,000 related to the grant of a voting profits interest in EAM to a former employee, $914,000 of expenses for operating lease exit costs related to the relocation of the EAM operations and a $1,767,000 reduction in the estimated cost of administration of the Fair Fund created as part of the Settlement with the SEC (see Item 3, "Legal Proceedings"), was $60,970,000 above the net loss of $23,188,000, or $2.32 per share, for the twelve months ended April 30, 2010 ("fiscal 2010"). The net loss for fiscal 2010 included $48,106,000 of expenses related to the Settlement and a one-time charge of $727,000 for the write down of development software. Operating income was $8,533,000 for fiscal 2011 as compared to the operating loss of $32,190,000 for fiscal 2010. Operating income for fiscal 2010 included the previously mentioned Settlement expense while operating income for fiscal 2011 was partially affected by a reduction of $1,767,000 in the amount of these expenses resulting from a change in the estimated cost of administration of the Fair Fund.

Operating revenues and % of total

                                                        Fiscal Years Ended April 30,
                           2012                     2011                     2010                       Change
($ in thousands)      $            %           $            %           $            %         12 vs. 11       11 vs. 10
Investment
periodicals and
related
publications:
    Print          $ 20,366                 $ 21,625                 $ 23,309                        -5.8 %          -7.2 %
    Digital          12,652                   12,781                   12,656                        -1.0 %           1.0 %
Total investment
periodicals and
related
publications         33,018        90.2 %     34,406        70.7 %     35,965        61.9 %          -4.0 %          -4.3 %
  Copyright data
fees                  3,591         9.8 %      3,568         7.3 %      3,243         5.6 %           0.6 %          10.0 %
Total publishing
revenues             36,609                   37,974                   39,208                        -3.6 %          -3.1 %
  Investment
management                -           -       10,693        22.0 %     18,932        32.5 %        -100.0 %         -43.5 %
    Total
revenues           $ 36,609                 $ 48,667                 $ 58,140                       -24.8 %         -16.3 %

Total publishing revenues from investment periodicals and related publications including copyright data fees were $36,609,000 during the twelve months ended April 30, 2012, which is 4% below the total publishing revenues from the previous fiscal year. As a result of the completion of the Restructuring Transaction on December 23, 2010, investment management activity for the twelve months ended April 30, 2012, and for the period from December 23, 2010 through April 30, 2011 during fiscal 2011, is reported as non-voting revenues and non-voting profits interests in EAM and is not included in operating revenues.

Investment periodicals and related publications revenues

Investment periodicals and related publications revenues were down $1,388,000, or 4%, for the twelve months ended April 30, 2012, as compared to fiscal 2011. While the Company continued its efforts to attract new subscribers through various marketing channels, primarily direct mail and the internet for retail users, and by the efforts of our sales personnel in the institutional market, total product line circulation at April 30, 2012 was 4.6% lower than total product line circulation at April 30, 2011. 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 direct cost to their clients. Core subscriber renewal rates for the flagship product, The Value Line Investment Survey, are 73%, down from 80% for fiscal 2011. The Company is not adding enough new subscribers to offset the subscribers that choose not to renew this product. The Company has been successful in growing revenues from digitally-delivered investment periodicals within institutional sales. Gross institutional sales orders of $10,586,000 for the twelve months ended April 30, 2012, were $838,000 or 9% above comparable sales orders of $9,748,000, for the twelve months ended April 30, 2011. This increase continues a positive growth trend for Institutional Sales, but is not sufficient to wholly offset the lost revenues from retail subscribers.

Investment periodicals and related publications revenues were down $1,559,000, or 4%, for the twelve months ended April 30, 2011, as compared to fiscal 2010. As of April 30, 2011, total product line circulation declined 2% as compared to total product line circulation at April 30, 2010. Gross institutional sales orders were $9,748,000 for the twelve months ended April 30, 2011, an increase of $387,000 or 4% above fiscal 2010.

Within investment periodicals and related publications, subscription sales orders are derived from print and digital products. The following chart illustrates the fiscal year-to-fiscal year changes in the gross sales orders associated with print and digital subscriptions.

                                            Sources of Subscription Gross Sales Orders

                                  2012                         2011                         2010
                          Print        Digital         Print        Digital         Print        Digital
New Sales Orders             16.8 %         18.6 %        13.0 %         21.0 %        10.6 %         31.0 %
Conversion and
Renewal Sales Orders         83.2 %         81.4 %        87.0 %         79.0 %        89.4 %         69.0 %
Total Gross Sales
Orders                      100.0 %        100.0 %       100.0 %        100.0 %       100.0 %        100.0 %



                                                                As of April 30,
($ in thousands)                                       2012          2011          Change

Deferred subscription income (current and long
term liabilities)                                    $  25,995     $  27,001           -3.7 %

Print publication revenues decreased $1,259,000, or 6%, for the twelve months ended April 30, 2012 from fiscal 2011 for the reasons described earlier. For the twelve months ended April 30, 2012, earned revenues from institutional print publications increased $182,000 or 19% as compared to fiscal 2011. For the twelve months ended April 30, 2012, print publications revenues from retail subscribers decreased $1,441,000 or 7%, as compared to fiscal 2011. Print circulation, which has always dominated the Company's subscription base, has fallen 6.8% as of April 30, 2012 as compared to print circulation at April 30, 2011.

Digital publications revenues decreased $129,000, or 1%, for the twelve months ended April 30, 2012 from fiscal 2011. For the twelve months ended April 30, 2012, earned revenues from institutional digital publications increased $59,000 or 1% as compared to fiscal 2011. For the twelve months ended April 30, 2012, digital publications revenues from retail subscribers decreased $188,000 or 4%, as compared to fiscal 2011.

For the twelve months ended April 30, 2011, print publication revenues decreased $1,684,000, or 7%, from fiscal 2010. Print circulation declined 5% as of April 30, 2011 as compared to print circulation at April 30, 2010. For the twelve months ended April 30, 2011, digital publications revenues increased $125,000 or 1% above fiscal 2010. For the twelve months ended April 30, 2011, earned revenues from institutional digital publications increased $554,000, or 7%, as compared to fiscal 2010. For the twelve months ended April 30, 2011 digital publications revenues from retail subscribers were down $429,000, or 9%, as compared to fiscal 2010.

The Company has relied more on its institutional sales marketing efforts, and the increase in institutional revenues is a direct result of a focused effort to sell to colleges, libraries and corporate accounts. The decrease in digital retail publications revenues is primarily attributable to the decrease in circulation within the Company's software products.

The majority of the Company's subscribers have traditionally been individual investors who generally receive printed publications via U.S. Mail on a weekly basis. Consistent with the experience of other print publishers in many fields, the Company has found that its roster of customers has been declining as individuals migrate to various digital services.

Individual investors interested in digitally-delivered investment information have access to free equity research from many sources. For example, most retail broker-dealers with computerized trading services offer their customers free or low cost research services that compete with the Company's services. Revenues from the Company's current retail online services have also declined because many competing products offer more dynamic features.

The Company believes that the continued volatility of the equity market and the modest pace of the recovery experienced since the severe economic downturn in the period from September 2008 to March 2009 have to some extent eroded retail investor interest in equities, which has accounted for some of the decline in revenues from the Company's publications. The Company also believes that the negative trend in overall subscription revenue is likely to continue until new products, and in particular new products designed for professional investors, have been developed and marketed.

The Company has established the goal of developing competitive digital products and marketing them effectively through traditional as well as internet and "social" channels. Towards that end, the Company has been modernizing legacy information technology systems. The Company is not able to predict when these efforts will result in the launch of new products or whether they will be successful in reversing the trend of declining retail publishing revenues.

During fiscal 2012, the Company launched a refreshed web site that previews the delivery of the Company's digital research products, including analysis of covered securities, current economic conditions and expert research. The launch of the refreshed website allows for easier navigation through the vast array of products and research provided by the Company. Value Line has redesigned its retail investor website with a new format and more user-friendly navigation of features.

Single Sign On ("SSO") and the new shopping cart are among the features launched with the redesigned retail website. The SSO offers tighter security and automation of customer administrative tasks, acts as a gatekeeper to the fulfillment system, and allows full automation of the renewal series and promotional offerings. SSO will also assist the Company in offering product variations expeditiously.

During fiscal 2012, the Company also implemented a new fulfillment system, which is licensed from a third party. All print subscription properties and all web-based/digital services are now managed and fulfilled by the new fulfillment system. This database gives the Company the ability to centrally manage customer acquisition, fulfillment and online/digital access.

In connection with the launch of the new fulfillment system licensed from a third party and the new shopping cart, Value Line has enhanced its level of security standards for payment card and data security.

In March 2012, the Company launched a new institutional sales website ValueLinePro.com. ValueLinePro.com provides a dedicated internet destination for investment advisers, portfolio managers, corporate professionals and library patrons and seeks to educate this target audience as to how Value Line's proprietary research tools can help them research stocks, mutual funds, options, convertible securities and ETFs. The site thoroughly describes each of the Company's customized products available to institutions and investment professionals, and is designed to complement the Company's sales and marketing efforts to institutions.

Copyright data fees

The Value Line Proprietary Ranking System information (the "Ranking System"), a component of the Company's flagship product, The Value Line Investment Survey, is also utilized in the Company's copyright data business. The Ranking System is also required to be made available to EAM for specific uses without charge or expense. The Ranking System is designed to be predictive over a six to twelve month period. For the twelve month period ended April 30, 2012, the combined Ranking System "Rank 1 & 2" stocks declined by 1.8%, allowing for weekly changes in Ranks, comparing unfavorably to an increase of 2.7% in the S&P 500 Index during the same period. For the six months ended April 30, 2012, the combined Ranking System "Rank 1 & 2" stocks gained 10.8%, underperforming the S&P 500 Index's increase of 11.5% during the same period.

During the twelve months ended April 30, 2012, copyright data fees of $3,591,000 were 1% above copyright data fees for fiscal 2011. As of April 30, 2012, total third party sponsored assets were attributable to four contracts for copyright data representing $3.4 billion in various products, as compared to four contracts and $3.5 billion in assets at April 30, 2011, representing a 3% decrease in assets. The Company believes the growth of this part of the business is dependent upon the desire of third parties to use the Value Line trademarks and proprietary research for their products. This market has become significantly more competitive as a result of product diversification and increased use of indices by portfolio managers. There was no net change in the number of revenue-producing accounts during the twelve months ended April 30, 2012, while one account was added and one lost during fiscal 2011. Management is focusing on the copyright data selling cycle, while maintaining good communications with current third party sponsors, although there can be no assurance that these efforts will be successful.

Copyright data fees increased $325,000, or 10%, for the twelve months ended April 30, 2011, as compared to fiscal 2010. As of April 30, 2011, total third party sponsored assets were attributable to four contracts for copyright data representing $3.5 billion in various products, as compared to four contracts and $2.6 billion in assets at the end of fiscal 2010, representing a 34% increase in assets.

Investment management fees and services

As of the Restructuring Date, the Company deconsolidated its asset management and mutual fund distribution businesses and its interest in these businesses was restructured as a non-voting revenues and non-voting profits interests in EAM. Accordingly, the Company no longer reports this operation as a separate business segment, although it still maintains a significant interest in the cash flows generated by this business and will receive ongoing payments in respect of its non-voting revenues and non-voting profits interests, as discussed below. Total assets in the Value Line Funds managed by EAM at April 30, 2012, were $2.1 billion, 6% below total assets of $2.2 billion in the Value Line Funds managed by EAM at April 30, 2011, as a result of net redemptions for the twelve months ended April 30, 2012.

The following table shows the change in assets for the past three fiscal years including sales (inflows), redemptions (outflows), dividends and capital gain distributions, and market value change. Inflows for sales, and outflows for redemptions reflect decisions of individual investors.

The table illustrates the assets within the Value Line Funds broken down into equity funds, variable annuity funds and fixed income funds as of April 30, 2012, 2011 and 2010.

Value Line Mutual Funds

Total Net Assets

Asset Flows                                                     Fiscal Years ended April 30,

                                                                                                    2012        2011
                                                                                                     vs.         vs.
                                            2012                2011                2010            2011        2010
Value Line equity fund assets
(exclude variable annuity) -
beginning                              $ 1,398,372,388     $ 1,446,104,954     $ 1,445,168,855        -3.3 %       0.1 %
Sales/inflows                              208,921,540          74,397,936         119,362,892       180.8 %     -37.7 %
Redemptions/outflows                      (281,515,422 )      (370,072,264 )      (516,461,559 )     -23.9 %     -28.3 %
Dividend and Capital Gain
. . .