VALUE LINE INCOME FUND INC, 485BPOS, 1997-04-23

VALUE LINE INCOME FUND INC
485BPOS, 1997-04-23

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997

FILE NO. 2-11153
FILE NO. 811-612
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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 81 /X/

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 81 /X/

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THE VALUE LINE INCOME FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
<S> <C> <C> <C> <C>
220 East 42nd Street
New York, New York
(ADDRESS OF PRINCIPAL EXECUTIVE 10017-5891
OFFICES) (ZIP CODE)
</TABLE>

Registrant's Telephone Number, including Area Code: (212) 907-1500

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David T. Henigson
Value Line, Inc.
220 East 42nd Street
New York, New York 10017-5891
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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Copy to:
Peter D. Lowenstein
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830

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It is proposed that this filing will become effective (check appropriate box)

<TABLE>
<C> <S>
immediately upon filing pursuant to paragraph
/ / (b)
/X/ on May 1, 1997 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of rule
/ / 485
</TABLE>

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Pursuant to the provisions of Rule 24f-2(a)(1) under the Investment Company
Act of 1940, Registrant has registered an indefinite number of shares of capital
stock under the Securities Act of 1933. Registrant filed its Rule 24f-2 Notice
for the year ended December 31, 1996 on or about February 21, 1997.

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THE VALUE LINE INCOME FUND, INC.
FORM N-1A

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- --------------------------------------------------------------- -------------------------------------------------
<C> <S> <C>
PART A (PROSPECTUS)
Item 1. Cover Page....................................... Cover Page
Item 2. Synopsis......................................... Omitted
Item 3. Condensed Financial Information.................. Summary of Fund Expenses; Financial Highlights
Item 4. General Description of Registrant................ Cover Page; Investment Objectives and Policies;
Investment Restrictions; Additional Information
Item 5. Management of the Fund........................... Summary of Fund Expenses; Management of the Fund;
Additional Information
Item 6. Capital Stock and Other Securities............... Dividends, Distributions and Taxes; Additional
Information
Item 7. Purchase of Securities Being Offered............. How to Buy Shares; Calculation of Net Asset
Value; Investor Services
Item 8. Redemption or Repurchase of Securities........... How to Redeem Shares
Item 9. Pending Legal Proceedings........................ Not Applicable

PART B (STATEMENT OF ADDITIONAL INFORMATION)
Item 10. Cover Page....................................... Cover Page
Item 11. Table of Contents................................ Table of Contents
Item 12. General Information and History.................. Additional Information (Part A)
Item 13. Investment Objectives and Policies............... Investment Objectives and Policies; Investment
Restrictions
Item 14. Management of the Fund........................... Directors and Officers
Item 15. Control Persons and Principal Holders of
Securities..................................... Management of the Fund (Part A); Directors and
Officers
Item 16. Investment Advisory and Other Services........... Management of the Fund (Part A); The Adviser
Item 17. Brokerage Allocation............................. Management of the Fund (Part A); Brokerage
Arrangements
Item 18. Capital Stock and Other Securities............... Additional Information (Part A)
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered.................................. How to Buy Shares; Suspension of Redemptions;
Calculation of Net Asset Value (Part A)
Item 20. Tax Status....................................... Taxes
Item 21. Underwriters..................................... Not Applicable
Item 22. Calculation of Performance Data.................. Performance Information (Part A); Performance
Data
Item 23. Financial Statements............................. Financial Statements

PART C
</TABLE>

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>

<TABLE>
<S> <C>
THE
VALUE LINE PROSPECTUS
INCOME FUND, INC. May 1, 1997
</TABLE>

220 East 42nd Street, New York, New York 10017-5891
1-800-223-0818 or 1-800-243-2729

The Value Line Income Fund, Inc. (the "Fund") is a
no-load investment company whose primary investment
objective is income, as high and dependable as is
consistent with reasonable risk. Capital growth to
increase total return is a secondary objective.

The Fund invests substantially all of its assets in
common stocks or securities convertible into common
stock. However, there are no limits on the
proportions of the Fund's assets which may be
invested in common stocks, preferred stocks or
bonds. If the Adviser believes that better
opportunities for income and appreciation exist in
fixed-income securities, the Fund's investment
emphasis may be shifted to that type of security.

The Fund's investment adviser is Value Line, Inc.
(the "Adviser").

Shares of the Fund are offered at net asset value.
There are no sales charges or redemption fees.

This Prospectus sets forth concise information about the Fund that a
prospective investor ought to know before investing. This Prospectus
should be retained for future reference. Additional information about
the Fund is contained in a Statement of Additional Information, dated
May 1, 1997, which has been filed with the Securities and Exchange
Commission and is incorporated into this Prospectus by reference. A copy
of the Statement of Additional Information may be obtained at no charge
by writing or telephoning the Fund at the address or telephone numbers
listed above.

DISTRIBUTOR
Value Line Securities, Inc.
220 East 42nd Street
New York, NY 10017-5891

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<S> <C>
SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

Sales Load on Purchases...................................................... None
Sales Load on Reinvested Dividends........................................... None
Deferred Sales Load.......................................................... None
Redemption Fees.............................................................. None
Exchange Fee................................................................. None

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees.............................................................. .69%
12b-1 Fees................................................................... None
Other Expenses............................................................... .24%
Total Fund Operating Expenses................................................ .93%
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
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<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time
period:............................................................. $9 $30 $51 $114
</TABLE>

The foregoing is based upon the expenses for the year ended December 31, 1996,
and is designed to assist investors in understanding the various costs and
expenses that an investor in the Fund will bear directly or indirectly. Actual
expenses in the future may be greater or less than these shown.

2
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FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

The following information on selected per share data and ratios, with
respect to each of the five years in the period ended December 31, 1996, and the
related financial statements have been audited by Price Waterhouse LLP,
independent accountants, whose unqualified report thereon appears in the Fund's
Annual Report to Shareholders which is incorporated by reference in the
Statement of Additional Information. This information should be read in
conjunction with the financial statements and notes thereto which appear in the
Fund's Annual Report to Shareholders available from the Fund without charge.

<TABLE>
<CAPTION>
Year ended December 31
--------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year...... $7.37 $6.21 $6.77 $7.29 $7.86 $6.39 $6.66 $5.84 $5.57 $6.81
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Income (loss) from
investment operations:
Net investment
income................. .24 .25 .21 .21 .28 .31 .36 .48 .40 .50
Net gains or (losses)
on securities (both
realized and
unrealized)............ 1.03 1.36 (.51) .38 (.15) 1.47 (.24) .80 .27 (.62)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total from investment
operations............. 1.27 1.61 (.30) .59 .13 1.78 .12 1.28 .67 (.12)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Less distributions:
Dividends from net
investment income...... (.24) (.25) (.21) (.22) (.28) (.31) (.39) (.46) (.40) (.43)
Distributions from net
realized gains......... (1.03) (.20) (.05) (.89) (.42) -- -- -- -- (.69)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total distributions.... (1.27) (.45) (.26) (1.11) (.70) (.31) (.39) (.46) (.40) (1.12)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net asset value, end of
year................... $7.37 $7.37 $6.21 $6.77 $7.29 $7.86 $6.39 $6.66 $5.84 $5.57
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total return............. 17.38% 26.24% -4.36% 8.26% 1.75% 28.50% 2.00% 22.53% 12.19% -2.37%
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Ratios/Supplemental Data:
Net assets, end of year
(in thousands)......... $147,193 $144,306 $131,644 $162,335 $163,251 $172,200 $140,990 $148,101 $133,074 $140,153
Ratio of operating
expenses to average net
assets................. .93%(1) .93% .90% .88% .89% .74% .77% .75% .80% .76%
Ratio of net investment
income to average net
assets................. 3.08% 3.48% 3.29% 2.82% 3.69% 4.37% 5.59% 7.38% 6.76% 5.95%
Portfolio turnover
rate................... 83% 76% 56% 165% 85% 67% 57% 108% 83% 96%
Average commission paid
per share of common
stock investments
purchased/sold......... $ .049(2)
</TABLE>

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(1) Before offset of custody credits.

(2) Disclosure effective for fiscal years beginning on or after 9/1/95.

3
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INVESTMENT OBJECTIVES AND POLICIES

The primary investment objective of the Fund is income, as high and
dependable as is consistent with reasonable risk. Capital growth to increase
total return is a secondary objective. The Fund's investment objective cannot be
changed without shareholder approval. There can be no assurance that the Fund
will achieve its investment objectives. There are risks in all investments,
including any stock investment, and in all mutual funds that invest in stocks.

BASIC INVESTMENT STRATEGY

The Fund seeks to achieve its investment objectives by investing
substantially all of its assets in common stocks or securities convertible into
common stock. However, there are no limits on the proportions of the Fund's
assets which may be invested in common stocks, preferred stocks or bonds. If the
Adviser believes that better opportunities for income and appreciation exist in
fixed-income securities, the Fund's investment emphasis may be shifted to that
type of security. At December 31, 1996, approximately 57% of the Fund's net
assets was invested in common stocks. The Fund may also purchase restricted
securities, write covered call options, invest in foreign currency-denominated
debt securities of domestic issuers, purchase and sell stock index futures
contracts and options theron, and enter into repurchase agreements.

In selecting securities for purchase or sale, the Adviser relies on the
Value Line Timeliness-TM- Ranking System or the Value Line Performance-TM-
Ranking System. The Value Line Timeliness Ranking System has evolved after many
years of research and has been used in substantially its present form since
1965. It is based upon historical prices and reported earnings, recent earnings
and price momentum and the degree to which the last reported earnings deviated
from estimated earnings. The Timeliness Rankings are published weekly in the
Standard Edition of The Value Line Investment Survey for approximately 1,700
stocks. On a scale of 1 (highest) to 5 (lowest), the rankings compare the
Adviser's estimate of the probable market performance of each stock during the
coming twelve months relative to all 1,700 stocks under review. The rankings are
updated weekly to reflect the most recent information.

The Value Line Performance Ranking System for common stocks was introduced
in 1995. It is a variation of the Value Line Small-Capitalization Ranking
System, which has been employed in managing pension client assets since 1981,
and in managing the Value Line Small-Cap Growth Fund, Inc. since 1993. The
Performance Ranking System evaluates the approximately 1,800 stocks in the
Expanded Edition of The Value Line Investment Survey. This stock selection
system relies on factors similar to those found in the Value Line Timeliness
Ranking System. The Performance Ranks use a scale of 1 (highest) to 5 (lowest)
to compare the Adviser's estimate of the probable market performance of each
Expanded Edition stock during the coming twelve months relative to all 1,800
stocks under review in the Expanded Edition.

Neither the Value Line Timeliness Ranking System nor the Value Line
Performance Ranking System eliminates market risk, but the Adviser believes that
they provide objective standards for determining whether the market is
undervaluing or overvaluing a particular security. Reliance upon the rankings,
whenever feasible, is a fundamental policy of the Fund which may not be changed
without shareholder approval. The utilization of these Rankings is no assurance
that the Fund will perform more favorably than the market in general over any
particular period.

4
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MISCELLANEOUS INVESTMENT PRACTICES

COVERED CALL OPTIONS. The Fund may write covered call options on stocks
held in its portfolio ("covered options") in an attempt to earn additional
income on its portfolio or to partially offset an expected decline in the price
of a security. When the Fund writes a covered call option, it gives the
purchaser of the option the right to buy the underlying security at the price
specified in the option (the "exercise price") at any time during the option
period. If the option expires unexercised, the Fund will realize income to the
extent of the amount received for the option (the "premium"). If the option is
exercised, a decision over which the Fund has no control, the Fund must sell the
underlying security to the option holder at the exercise price. By writing a
covered option, the Fund foregoes, in exchange for the premium less the
commission ("net premium"), the opportunity to profit during the option period
from an increase in the market value of the underlying security above the
exercise price. The Fund will not write call options in an aggregate amount
greater than 25% of its net assets.

The Fund will purchase call options only to close out a position. When an
option is written on securities in the Fund's portfolio and it appears that the
purchaser of that option is likely to exercise the option and purchase the
underlying security, it may be considered appropriate to avoid liquidating the
Fund's position, or the Fund may wish to extinguish a call option sold by it so
as to be free to sell the underlying security. In such instances the Fund may
purchase a call option on the same security with the same exercise price and
expiration date which had been previously written. Such a purchase would have
the effect of closing out the option which the Fund has written. The Fund
realizes a gain if the amount paid to purchase the call option is less than the
premium received for writing a similar option and a loss if the amount paid to
purchase a call option is greater than the premium received for writing a
similar option. Generally, the Fund realizes a short-term capital loss if the
amount paid to purchase the call option with respect to a stock is greater than
the premium received for writing the option. If the underlying security has
substantially risen in value, it may be difficult or expensive to purchase the
call option for the closing transaction.

STOCK INDEX FUTURES CONTRACTS AND OPTIONS THEREON. The Fund may trade in
stock index futures contracts and in options on such contracts. Such contracts
will be entered into on exchanges designated by the Commodity Futures Trading
Commission ("CFTC").

The Fund's futures and options on futures transactions must constitute bona
fide hedging or other risk management purposes pursuant to regulations
promulgated by the Commodity Futures Trading Commission. In addition, the Fund
may not engage in such activities generally if the sum of the amount of initial
margin deposits and premiums paid for unexpired commodity options would exceed
5% of the market value of the Fund's net assets, after taking into account
unrealized profits and unrealized losses on such contracts it has entered into;
provided, however, that in the case of an option that is in-the-money at the
time of purchase, the in-the-money amount may be excluded in calculating the 5%.
In instances involving entering into long futures or options contracts by the
Fund, an amount equal to the market value of the futures contract will be
deposited in a segregated account with the Fund's custodian of cash, U.S.
Government securities and other liquid high grade debt securities to
collateralize the position and thereby insure that the use of such futures
contract is unleveraged. No more than 25% of the Fund's net assets may be
deposited in such segregated account.

There can be no assurance of the Fund's successful use of stock index
futures as a hedging device. One risk arises because of the imperfect
correlation between movements in the price of the

5
<PAGE>
stock index futures and movements in the price of the securities which are the
subject of the hedge. The risk of imperfect correlation increases as the
composition of the Fund's securities portfolio diverges from the securities
included in the applicable stock index. In addition to the possibility that
there may be an imperfect correlation, or no correlation at all, between
movements in the stock index futures and the portion of the portfolio being
hedged, the price of stock index futures may not correlate perfectly with the
movement in the stock index due to certain market distortions. Increased
participation by speculators in the futures market also may cause temporary
price distortions. Due to the possibility of price distortions in the futures
market and because of the imperfect correlation between movements in the stock
index and movements in the price of stock index futures, a correct forecast of
general market trends by the Adviser still may not result in a successful
hedging transaction.

REPURCHASE AGREEMENTS. The Fund may invest temporary cash balances in
repurchase agreements. A repurchase agreement involves a sale of securities to
the Fund, with the concurrent agreement of the seller (a member bank of the
Federal Reserve System or a securities dealer which the Adviser believes to be
financially sound) to repurchase the securities at the same price plus an amount
equal to an agreed-upon interest rate, within a specified time, usually less
than one week, but, on occasion, at a later time. The Fund will make payment for
such securities only upon physical delivery or evidence of book-entry transfer
to the account of the custodian or a bank acting as agent for the Fund.
Repurchase agreements may also be viewed as loans made by the Fund which are
collateralized by the securities subject to repurchase. The value of the
underlying securities will be at least equal at all times to the total amount of
the repurchase obligation, including the interest factor. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying securities and
losses, including: (a) possible decline in the value of the underlying security
during the period while the Fund seeks to enforce its rights thereto; (b)
possible subnormal levels of income and lack of access to income during this
period; and (c) expenses of enforcing its rights. The Board of Directors
monitors the creditworthiness of parties with which the Fund enters into
repurchase agreements.

RISK FACTORS

Investors should be aware of the following:

- There are risks in all investments, including any stock investment, and in
all mutual funds. The Fund's net asset value will fluctuate to reflect the
investment performance of the securities held by the Fund.

- The value a shareholder receives upon redemption may be greater or lesser
than the value of such shares when acquired.

- The use of investment techniques such as investing in repurchase
agreements and trading in stock index futures contracts and in options on
such contracts involves greater risk than does an investment in a fund
that does not engage in these activities.

6
<PAGE>
INVESTMENT RESTRICTIONS

The Fund has adopted a number of investment restrictions which may not be
changed without shareholder approval. These are set forth in the Statement of
Additional Information and provide, among other things, that the Fund may not

(a) borrow in excess of 10% of the value of its assets and then only as a
temporary measure;

(b) purchase securities (other than U.S. government securities) if the
purchase would cause the Fund, at the time, to have more than 5% of the value of
its total assets invested in the securities of any one company or to own more
than 10% of the outstanding voting securities of any one company; or

MANAGEMENT OF THE FUND

The management and affairs of the Fund are supervised by the Fund's Board of
Directors. The Fund's officers conduct and supervise the daily business
operations of the Fund. The Fund's investment decisions are made by an
investment committee of employees of the Adviser. The Fund's Annual Report
contains a discussion on the Fund's performance, which will be made available
upon request and without charge.

THE ADVISER. The Adviser was organized in 1982 and is the successor to
substantially all of the operations of Arnold Bernhard & Co., Inc. ("AB&Co.").
The Adviser was formed as part of a reorganization of AB&Co., a sole
proprietorship formed in 1931 which became a New York corporation in 1946.
AB&Co. currently owns approximately 81% of the outstanding shares of the
Adviser's common stock. Jean Bernhard Buttner, Chairman, President and Chief
Executive Officer of the Adviser, owns all of the voting stock of AB&Co. All of
the non-voting stock is owned by or for the benefit of members of the Bernhard
family and employees and former employees of AB&Co. or the Adviser. The Adviser
currently acts as investment adviser to the other Value Line mutual funds and
furnishes investment advisory services to private and institutional accounts
with combined assets in excess of $5 billion. Value Line Securities, Inc., the
Fund's distributor, is a subsidiary of the Adviser. The Adviser manages the
Fund's investments, provides various administrative services and supervises the
Fund's daily business affairs, subject to the authority of the Board of
Directors. The Adviser is paid an advisory fee at an annual rate of 0.70% on the
first $100 million of the Fund's average daily net asets during the year and
0.65% of such net assets in excess thereof. For more information about the
Fund's management fees and expenses, see the "Summary of Fund Expenses" on page
2.

BROKERAGE. The Fund pays a portion of its total brokerage commissions to
Value Line Securities, Inc., which clears transactions for the Fund through
unaffiliated broker-dealers.

CALCULATION OF NET ASSET VALUE

The net asset value of the Fund's shares for purposes of both purchases and
redemptions is determined once daily as of the close of the first session of
trading of the New York Stock Exchange (currently 4:00 p.m., New York time) on
each day that the New York Stock Exchange is open for trading except on days on
which no orders to purchase, sell or redeem Fund shares have been received. The
New York Stock Exchange is currently closed on New Year's Day, President's Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The net asset value per share is determined by dividing the total
value of the investments and other

7
<PAGE>
assets of the Fund, less any liabilities, by the total outstanding shares. Fixed
income securities are valued on the basis of prices provided by an independent
pricing service approved by the Directors. Securities listed on a securities
exchange and over-the-counter securities traded on the NASDAQ national market
are valued at the closing sales price on the date as of which the net asset
value is being determined. In the absence of closing sales prices for such
securities and for securities traded in the over-the-counter market, the
security is valued at the midpoint between the latest available and
representative asked and bid prices. Securities for which market quotations are
not readily available or which are not readily marketable and all other assets
of the Fund are valued at fair value as the Board of Directors may determine in
good faith. Short-term instruments with maturities of 60 days or less at the
date of purchase are valued at amortized cost, which approximates market.

HOW TO BUY SHARES

PURCHASE BY CHECK. To buy shares, send a check made payable to "NFDS-Agent"
and a completed and signed application form to Value Line Funds, c/o NFDS, P.O.
Box 419729, Kansas City, MO 64141-6729. Third party checks will not be accepted
for either initial or subsequent investments. For assistance in completing the
application and for information on pre-authorized telephone purchases, call
Value Line Securities at 1-800-223-0818 during New York business hours. Upon
receipt of the completed and signed purchase application and a check, National
Financial Data Services, Inc. (NFDS), the Fund's shareholder servicing agent,
will buy full and fractional shares (to three decimal places) at the net asset
value next computed after the funds are received and will confirm the investment
to the investor. Subsequent investments may be made by attaching a check to the
confirmation's "next payment" stub, by telephone or by federal funds wire.
Investors may also buy shares through broker-dealers other than Value Line
Securities. Such broker-dealers may charge investors a reasonable service fee.
Neither Value Line Securities nor the Fund receives any part of such fees when
charged (and which can be avoided by investing directly). If an order to
purchase shares is cancelled due to nonpayment or because the purchaser's check
does not clear, the purchaser will be responsible for any loss incurrred by the
Fund or Value Line Securities by reason of such cancellation. If the purchaser
is a shareholder, Value Line Securities reserves the right to redeem sufficient
shares from the shareholder's account to protect the Fund against loss. Minimum
orders are $1,000 for an initial purchase and $100 for each subsequent purchase.
The Fund may refuse any order for the purchase of shares.

WIRE PURCHASE -- $1,000 MINIMUM. An investor should call 1-800-243-2729 to
obtain an account number. After receiving an account number, instruct your
commercial bank to wire transfer "federal funds" via the Federal Reserve System
as follows:

State Street Bank and Trust Company, Boston, MA
ABA #011000028
Attn: Mutual Fund Division
DDA #99049868
Value Line Income Fund, Inc.
A/C # ________________________
Shareholder's name and account information
Tax ID # ________________________

NOTE: A COMPLETED AND SIGNED APPLICATION MUST BE MAILED IMMEDIATELY AND
RECEIVED BY NFDS BEFORE IT CAN HONOR ANY WITHDRAWAL OR EXCHANGE TRANSACTIONS.

8
<PAGE>
After your account has been opened, you may wire additional investments in
the same manner.

For an initial investment made by federal funds wire purchase, the wire must
include a valid social security number or tax identification number. Investors
purchasing shares in this manner will then have 30 days after purchase to
provide the certification and signed account application. All payments should be
made in U.S. dollars and, to avoid fees and delays, should be drawn on only U.S.
banks. Until receipt of the above, any distributions from the account will be
subject to 31% withholding.

SUBSEQUENT TELEPHONE PURCHASES--$250 MINIMUM. Upon completion of the
telephone purchase authorization section of the account application,
shareholders who own Fund shares with a current value of $500 or more may also
purchase additional shares in amounts of $250 or more up to twice the value of
their shares by calling 1-800-243-2729 between 9:00 a.m. and 4:00 p.m. New York
time. Such orders will be priced at the closing net asset value on the day
received and payment will be due within three business days. If payment is not
received within the required time or a purchaser's check does not clear, the
order is subject to cancellation and the purchaser will be responsible for any
loss incurred by the Fund or Value Line Securities. Shares may not be purchased
by telephone for a tax-sheltered retirement plan.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund distributes net investment income quarterly and any net realized
capital gains at least annually. Income dividends and capital gains
distributions are automatically reinvested in additional shares of the Fund
unless the shareholder has requested otherwise. Because the Fund intends to
distribute all of its net investment income and capital gains to shareholders,
it is not expected that the Fund will be required to pay any federal income
taxes. However, shareholders of the Fund normally will have to pay federal
income taxes, and any applicable state or local taxes, on the dividends and
capital gains distributions they receive from the Fund (whether or not
reinvested in additional Fund shares). Shareholders will be informed annually of
the amount and nature of the Fund's income and distributions.

PERFORMANCE INFORMATION

The Fund may from time to time include information regarding its total
return performance in advertisements or in information furnished to existing or
prospective shareholders. When information regarding total return is furnished,
it will be based upon changes in the Fund's net asset value and will assume the
reinvestment of all capital gains distributions and income dividends. It will
take into account nonrecurring charges, if any, which the Fund may incur but
will not take into account income taxes due on Fund distributions.

The table below illustrates the total return performance of the Fund for the
periods indicated by showing the value of a hypothetical $1,000 investment made
at the beginning of each period. The information contained in the table has been
computed by applying the Fund's average annual total

9
<PAGE>
return to the hypothetical $1,000 investment. The table assumes reinvestment of
all capital gains distributions and income dividends, but does not take into
account income taxes due on Fund distributions or dividends.

<TABLE>
<CAPTION>
AVERAGE
ANNUAL
TOTAL RETURN
-------------
<S> <C> <C>
For the year ended December 31, 1996............................................... $1,174 17.38%
For the five years ended December 31, 1996......................................... $1,561 9.32 %
For the ten years ended December 31, 1996.......................................... $2,746 10.63 %
</TABLE>

Comparative performance information may be used from time to time in
advertising the Fund's shares, including data from Lipper Analytical Services,
Inc. and other industry or financial publications. The Fund may compare its
performance to that of other mutual funds with similar investment objectives and
to stock or other relevant indices. From time to time, articles about the Fund
regarding its performance or ranking may appear in national publications such as
Kiplinger's Personal Finance, Money Magazine, Financial World, Morningstar,
Personal Investors, Forbes, Fortune, Business Week, Wall Street Journal,
Investor's Business Daily, Donoghue, and Barron's. Some of these publications
may publish their own rankings or performance reviews of mutual funds, including
the Fund. Reference to or reprints of such articles may be used in the Fund's
promotional literature.

Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of the Fund's total return for any period should
not be considered as a representation of what an investment may earn or what an
investor's total return may be in any future period.

HOW TO REDEEM SHARES

Shares of the Fund may be redeemed at any time at their current net asset
value next determined after NFDS receives a request in proper form. ALL REQUESTS
FOR REDEMPTION SHOULD BE SENT TO NFDS, P.O. BOX 419729, KANSAS CITY, MO
64141-6729. The value of shares of the Fund on redemption may be more or less
than the shareholder's cost, depending upon the market value of the Fund's
assets at the time. A shareholder holding certificates for shares must surrender
the certificates properly endorsed with signature guaranteed. A signature
guarantee may be executed by any "eligible" guarantor. Eligible guarantors
include domestic banks, savings associations, credit unions, member firms of a
national securities exchange, and participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. You should verify with the
institution that they are an acceptable (eligible) guarantor prior to signing. A
guarantee from a Notary Public is not an acceptable source. The signature on any
request for redemption of shares not represented by certificates, or on any
stock power in lieu thereof, must be similarly guaranteed. In each case the
signature or signatures must correspond to the names in which the account is
registered. Additional documentation may be required when shares are registered
in the name of a corporation, agent or fiduciary. For further information, you
should contact NFDS.

The Fund does not make a redemption charge but shares redeemed through
brokers or dealers may be subject to a service charge by such firms. A check for
the redemption proceeds will be mailed within seven days following receipt of
all required documents. However, payment may be

10
<PAGE>
postponed under unusual circumstances such as when normal trading is not taking
place on the New York Stock Exchange. In addition, shares purchased by check may
not be redeemed for up to 15 days following the purchase date.

If the Board of Directors determines that it is in the best interests of the
Fund, the Fund may redeem, upon prior written notice, at net asset value all
shareholder accounts which due to redemptions fall below $500 in net asset
value. In such event, an investor will have 30 days to increase the shares in
his account to the minimum level.

The Fund will ordinarily pay in cash all redemptions by any shareholder of
record. However, the Fund has reserved the right under the Investment Company
Act of 1940 to make payment in whole or in part in securities of the Fund, if
the Directors determine that such action is in the best interests of the other
shareholders. Under such circumstances, the Fund will, nevertheless, pay to each
shareholder of record in cash all redemptions by such shareholder, during any
90-day period, up to the lesser of $250,000 or 1% of the Fund's net assets.
Securities delivered in payment of redemptions are valued at the same value
assigned to them in computing the net asset value per share. Shareholders
receiving such securities may incur brokerage costs on their sales.

INVESTOR SERVICES

VALU-MATIC-REGISTERED TRADEMARK-. The Fund offers a free service to its
shareholders, Valu-Matic-Registered Trademark-, through which monthly
investments of $25 or more may be made automatically into the shareholder's Fund
account. The shareholder authorizes the Fund to debit the shareholder's bank
account monthly for the purchase of Fund shares on or about the 3rd or 18th of
each month. Further information regarding this service can be obtained from
Value Line Securities by calling 1-800-223-0818.

EXCHANGE OF SHARES. Shares of the Fund may be exchanged for shares of the
other Value Line funds in any identically registered account on the basis of the
respective net asset values next computed after receipt of the exchange order.
No telephone exchanges can be made for less than $1,000. In the event shares of
the Fund are being exchanged for shares of The Value Line Cash Fund, Inc. or The
Value Line Tax Exempt Fund--Money Market Portfolio and the shares (including
shares in accounts under the control of one investment advisor) have a value in
excess of $500,000, then, at the discretion of the Adviser, the shares to be
purchased will be purchased at the closing price on the third business day
following the redemption of the shares being exchanged to allow the Fund to
utilize normal securities settlement procedures in transferring the proceeds of
the redemption.

The exchange privilege may be exercised only if the shares to be acquired
may be sold in the investor's State. Prospectuses for the other funds may be
obtained from Value Line Securities by calling 1-800-223-0818. Each such
exchange involves a redemption and a purchase for tax purposes. Broker-dealers
are not prohibited from charging a commission for handling the exchange of Fund
shares. To avoid paying such a commission, send the request in proper form to
NFDS. The Fund reserves the right to terminate the exchange privilege of any
account making more than eight exchanges a year. (An exchange out of The Value
Line Cash Fund, Inc., or The Value Line Tax Exempt Fund--Money Market Portfolio
is not counted for this purpose.) The exchange privilege may be modified or
terminated at any time, and any of the Value Line funds may discontinue offering
its

11
<PAGE>
shares generally or in any particular State without prior notice. To make an
exchange, call 1-800-243-2729. Although it has not been a problem in the past,
shareholders should be aware that a telephone exchange may be difficult during
periods of major economic or market changes.

SYSTEMATIC CASH WITHDRAWAL PLAN. A shareholder who has invested a minimum
of $5,000 in the Fund, or whose shares have attained that value, may request a
transfer of his shares to a Value Line Systematic Cash Withdrawal Account which
NFDS will maintain in his name on the Fund's books. Under the Systematic Cash
Withdrawal Plan (the "Plan") the shareholder will request that NFDS, acting as
his agent, redeem monthly or quarterly a sufficient number of shares to provide
for payment to him, or someone he designates, of any specified dollar amount
(minimum $25). All certificated shares must be placed on deposit under the Plan
and dividends and capital gains distributions, if any, are automatically
reinvested at net asset value. The Plan will automatically terminate when all
shares in the account have been redeemed. The shareholder may at any time
terminate the Plan, change the amount of the regular payment, or request
liquidation of the balance of his account on written notice to NFDS. The Fund
may terminate the Plan at any time on written notice to the shareholder.

TAX-SHELTERED RETIREMENT PLANS. Shares of the Fund may be purchased for
various types of retirement plans. For more complete information, contact Value
Line Securities at 1-800-223-0818 during New York business hours.

ADDITIONAL INFORMATION

The Fund is an open-end, diversified management investment company
incorporated in Delaware in 1952 and reincorporated in Maryland in 1972. The
Fund has 50,000,000 authorized shares of common stock, $1 par value. Each share
has one vote with fractional shares voting proportionately. Shares have no
preemptive rights, are freely transferable, are entitled to dividends as
declared by the Directors, and, if the Fund were liquidated, would receive the
net assets of the Fund.

INQUIRIES. All inquiries regarding the Fund should be directed to the Fund
at the telephone numbers or address set forth on the cover page of this
Prospectus. Inquiries from shareholders regarding their accounts and account
balances should be directed to National Financial Data Services, Inc., servicing
agent for State Street Bank and Trust Company, the Fund's transfer agent,
1-800-243-2729. Shareholders should note that they may be required to pay a fee
for special requests such as historical transcripts of an account. Our Info-Line
provides the latest account information 24 hours a day, every day, and is
available to shareholders with pushbutton phones. The Info-Line toll-free number
is 1-800-243-2739.

WITHHOLDING. Mutual funds are required to withhold 31% of dividends,
distributions of capital gains and redemption proceeds from accounts without a
valid social security or tax identification number. You must provide this
information when you complete the Fund's application and certify that you are
not currently subject to backup withholding. The Fund reserves the right to
close by redemption accounts for which the holder fails to provide a valid
social security or tax identification number.

SHAREHOLDER MEETINGS. The Fund does not intend to hold routine annual
meetings of shareholders. However, special meetings of shareholders will be held
as required by law, for purposes such as changing fundamental policies or
approving an advisory agreement.

12
<PAGE>
THE VALUE LINE FAMILY OF FUNDS
- -------------------------------------------

1950--THE VALUE LINE FUND seeks long-term growth of capital along with modest
current income by investing substantially all of its assets in common stocks or
securities convertible into common stock.
1952--THE VALUE LINE INCOME FUND'S primary investment objective is income, as
high and dependable as is consistent with reasonable growth. Capital growth to
increase total return is a secondary objective.
1956--THE VALUE LINE SPECIAL SITUATIONS FUND seeks to obtain long-term growth of
capital by investing not less than 80% of its assets in "special situations". No
consideration is given to achieving current income.
1972--VALUE LINE LEVERAGED GROWTH INVESTORS' sole investment objective is to
realize capital growth by investing substantially all of its assets in common
stocks. The Fund may borrow up to 50% of its net assets to increase its
purchasing power.
1979--THE VALUE LINE CASH FUND, a money market fund, seeks high current income
consistent with preservation of capital and liquidity.
1981--VALUE LINE U.S. GOVERNMENT SECURITIES FUND seeks maximum income without
undue risk to principal. Under normal conditions, at least 80% of the value to
its net assets will be invested in issues of the U.S. Government and its
agencies and instrumentalities.
1983--VALUE LINE CENTURION FUND* seeks long-term growth of capital as its sole
objective by investing primarily in stocks ranked 1 or 2 by Value Line for
year-ahead relative performance.
1984--THE VALUE LINE TAX EXEMPT FUND seeks to provide investors with maximum
income exempt from federal income taxes while avoiding undue risk to principal.
The Fund offers investors a choice of two portfolios: a Money Market Portfolio
and a High-Yield Portfolio.
1985--VALUE LINE CONVERTIBLE FUND seeks high current income together with
capital appreciation primarily from convertible securities ranked 1 or 2 for
year-ahead performance by the Value Line Convertible Ranking System.
1986--VALUE LINE AGGRESSIVE INCOME TRUST seeks to maximize current income by
investing in high-yielding, lower-rated, fixed-income corporate securities.
1987--VALUE LINE NEW YORK TAX EXEMPT TRUST seeks to provide New York taxpayers
with maximum income exempt from New York State, New York City and federal
individual income taxes while avoiding undue risk to principal.
1987--VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST* invests in stocks, bonds and
cash equivalents according to computer trend models developed by Value Line. The
objective is to professionally manage the optimal allocation of these
investments at all times.
1992--VALUE LINE INTERMEDIATE BOND FUND seeks high current income consistent
with low volatility of principal by investing in a diversified portfolio of
investment-grade debt securities with a dollar-weighted average portfolio
maturity of between three and ten years.
1993--VALUE LINE SMALL-CAP GROWTH FUND invests primarily in common stocks or
securities convertible into common stock, with its primary objective being
long-term growth of capital.
1993--VALUE LINE ASSET ALLOCATION FUND seeks high total investment return,
consistent with reasonable risk. The Fund invests in stocks, bonds and money
market instruments utilizing quantitative modeling to determine the correct
asset mix.
1995--VALUE LINE U.S. MULTINATIONAL COMPANY FUND'S investment objective is
maximum total return. It invests primarily in securities of U.S. companies that
have significant sales from international operations.

- ------------
*ONLY AVAILABLE THROUGH THE PURCHASE OF GUARDIAN INVESTOR, A TAX DEFERRED
VARIABLE ANNUITY, OR VALUEPLUS, A VARIABLE LIFE INSURANCE POLICY.

FOR MORE COMPLETE INFORMATION ABOUT ANY OF THE VALUE LINE FUNDS, INCLUDING
CHARGES AND EXPENSES, SEND FOR A PROSPECTUS FROM VALUE LINE SECURITIES, INC.,
220 EAST 42ND STREET, NEW YORK, NEW YORK 10017-5891 OR CALL 1-800-223-0818, 24
HOURS A DAY, 7 DAYS A WEEK. READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST OR
SEND MONEY.

13
<PAGE>
INVESTMENT ADVISER
Value Line, Inc.
220 East 42nd Street
New York, NY 10017-5891

DISTRIBUTOR
Value Line Securities, Inc.
220 East 42nd Street
New York, NY 10017-5891

SHAREHOLDER SERVICING AGENT
State Street Bank and Trust Company
c/o NFDS
P.O. Box 419729
Kansas City, MO 64141-6729

CUSTODIAN & TRANSFER AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036

LEGAL COUNSEL
Peter D. Lowenstein, Esq.
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Summary of Fund Expenses....................... 2
Financial Highlights........................... 3
Investment Objectives and Policies............. 4
Risk Factors................................... 6
Investment Restrictions........................ 7
Management of the Fund......................... 7
Calculation of Net Asset Value................. 7
How to Buy Shares.............................. 8
Dividends, Distributions and Taxes............. 9
Performance Information........................ 9
How to Redeem Shares........................... 10
Investor Services.............................. 11
Additional Information......................... 12
The Value Line Family of Funds................. 13
</TABLE>

- -------------------------------------------
PROSPECTUS
- ------------------

MAY 1, 1997

The Value Line
Income
Fund, Inc.

(800) 223-0818

[LOGO]
<PAGE>
THE VALUE LINE INCOME FUND, INC.

220 East 42nd Street, New York, New York 10017-5891
1-800-223-0818 or 1-800-243-2729

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997

- --------------------------------------------------------------------------------

This Statement of Additional Information is not a prospectus and must be
read in conjunction with the Prospectus of The Value Line Income Fund, Inc. (the
"Fund") dated May 1, 1997, a copy of which may be obtained without charge by
writing or telephoning the Fund.

--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Investment Objectives and Policies........................................................ B-1
Other Investment Strategies............................................................... B-2
Investment Restrictions................................................................... B-4
Directors and Officers.................................................................... B-6
The Adviser............................................................................... B-7
Brokerage Arrangements.................................................................... B-8
How to Buy Shares......................................................................... B-9
Suspension of Redemptions................................................................. B-10
Taxes..................................................................................... B-10
Performance Data.......................................................................... B-11
Additional Information.................................................................... B-12
Financial Statements...................................................................... B-12
</TABLE>

INVESTMENT OBJECTIVES AND POLICIES
(SEE ALSO "INVESTMENT OBJECTIVES AND POLICIES" IN THE FUND'S PROSPECTUS)

The Fund may invest in foreign currency-denominated debt securities of
domestic issuers. These securities may be affected by changes in currency rates
and exchange control regulations.

The Fund will not concentrate its investments in any particular industry but
reserves the right to invest up to 25% of its total assets (taken at market
value) in any one industry. The Fund does not invest for the

B-1
<PAGE>
purposes of management or control of companies whose securities the Fund owns.
It is the policy of the Fund to purchase and hold securities which are believed
to have potential for long-term capital appreciation. The Fund generally does
not attempt to realize short-term trading profits.

The policies set forth in the Fund's Prospectus and in this Statement of
Additional Information and the policies set forth below under "Investment
Restrictions" are, unless otherwise indicated, fundamental policies of the Fund
and may not be changed without the affirmative vote of a majority of the
outstanding voting securities of the Fund. As used in this Statement of
Additional Information and in the Prospectus, a "majority of the outstanding
voting securities of the Fund" means the lesser of (1) the holders of more than
50% of the outstanding shares of capital stock of the Fund or (2) 67% of the
shares present if more than 50% of the shares are present at a meeting in person
or by proxy.

OTHER INVESTMENT STRATEGIES
(SEE ALSO "INVESTMENT OBJECTIVES AND POLICIES" IN THE FUND'S PROSPECTUS)

The Fund may trade in stock index futures contracts and in options on such
contracts. Such contracts will be entered into on exchanges designated by the
Commodity Futures Trading Commission ("CFTC"). These transactions may be entered
into for bona fide hedging and other permissible risk management purposes,
including protecting against anticipated changes in the value of portfolio
securities the Fund intends to purchase.

For example, should the Fund anticipate a decrease in the value of its
portfolio securities, it could enter into futures contracts to sell stock
indexes thereby partially hedging its portfolio against the anticipated losses.
Losses in the portfolio, if realized, should be partially offset by gains on the
futures contracts. Conversely, if the Fund anticipated purchasing additional
portfolio securities in a rising market, it could enter into futures contracts
to purchase stock indexes thereby locking in a price. The implementation of
these strategies by the Fund should be less expensive and more efficient than
buying and selling the individual securities at inopportune times.

A stock index futures obligates the seller to deliver (and the purchaser to
take) an amount of cash equal to a specific dollar amount times the difference
between the value of a specific stock index at the close of the last trading day
of the contract and the price at which the contract is entered into. There can
be no assurance of the Fund's successful use of stock index futures as a hedging
device.

The contractual obligation is satisfied by either a cash settlement or by
entering into an opposite and offsetting transaction on the same exchange prior
to the delivery date. Entering into a futures contract to deliver the index
underlying the contract is referred to as entering into a short futures
contract. Entering into a futures contract to take delivery of the index is
referred to as entering into a long futures contract. An offsetting transaction
for a short futures contract is effected by the Fund entering into a long
futures contract for the same date, time and place. If the price of the short
contract exceeds the price in the offsetting long, the Fund is immediately paid
the difference and thus realizes a gain. If the price of the long transaction
exceeds the short price, the Fund pays the difference and realizes a loss.
Similarly, the closing out of a long futures contract is effected by the Fund
entering into a short futures contract. If the offsetting short price exceeds
the long price, the Fund realizes a gain, and if the offsetting short price is
less than the long price, the Fund realizes a loss.

No consideration will be paid or received by the Fund upon entering into a
futures contract. Initially, the Fund will be required to deposit with the
broker an amount of cash or cash equivalents equal to

B-2
<PAGE>
approximately 1% to 10% of the contract amount. This amount is subject to change
by the board of trade on which the contract is traded and members of such board
of trade may charge a higher amount. This amount is known as "initial margin"
and is in the nature of a performance bond or good faith deposit on the contract
which is returned to the Fund upon termination of the futures contract, assuming
all contractual obligations have been satisfied. Subsequent payments, known as
"variation margin," to and from the broker will be made daily as the price of
the index underlying the futures contract fluctuates, making the long and short
positions in the futures contract more or less valuable, a process known as
"marking-to-market."

The Fund may also purchase put and call options on stock index futures
contracts on commodity exchanges or write covered options on such contracts. A
call option gives the purchaser the right to buy, and the writer the obligation
to sell, while a put option gives the purchaser the right to sell and the writer
the obligation to buy. Unlike a stock index futures contract, which requires the
parties to buy and sell the stock index on a set date, an option on a stock
index futures contract entitles its holder to decide on or before a future date
whether to enter into such a futures contract. If the holder decides not to
enter into the contract, the premium paid for the option is lost. Since the
value of the option is fixed at the point of sale, the purchase of an option
does not require daily payments of cash in the nature of "variation" or
"maintenance" margin payments to reflect the change in the value of the
underlying contract. The value of the option purchased by the Fund does change
and is reflected in the net asset value of the Fund. The writer of an option,
however, must make margin payments on the underlying futures contract. Exchanges
provide trading mechanisms so that an option once purchased can later be sold
and an option once written can later be liquidated by an offsetting purchase.

Successful use of stock index futures by the Fund also is subject to the
Adviser's ability to predict correctly movements in the direction of the market.
If the Adviser's judgment about the several directions of the market is wrong,
the Fund's overall performance may be worse than if no such contracts had been
entered into. For example, if the Fund has hedged against the possibility of a
decline in the market adversely affecting stocks held in its portfolio and stock
prices increase instead, the Fund will lose part or all of the benefit of the
increased value of its stock which it has hedged because it will have offsetting
losses in its futures positions. In addition, in such situations, if the Fund
has insufficient cash, it may have to sell securities to meet daily variation
margin requirements. Such sales of securities may be, but will not necessarily
be, at increased prices which reflect the rising market. The Fund may have to
sell securities at a time when it may be disadvantageous to do so. When stock
index futures are purchased to hedge against a possible increase in the price of
stocks before the Fund is able to invest its cash (or cash equivalents) in
stocks in an orderly fashion, it is possible that the market may decline
instead; if the Fund then concludes not to invest in stocks at that time because
of concern as to possible further market decline or for other reasons, the Fund
will realize a loss on the futures contract that is not offset by a reduction in
the price of securities purchased.

Use of options on stock index futures entails the risk that trading in the
options may be interrupted if trading in certain securities included in the
index is interrupted. The Fund will not purchase these options unless its
investment adviser is satisfied with the development, depth and liquidity of the
market and the investment adviser believes the options can be closed out.

Options and futures contracts entered into by the Fund will be subject to
special tax rules. These rules may accelerate income to the Fund, defer Fund
losses, cause adjustments in the holding periods of Fund securities, convert
capital gain into ordinary income and convert short-term capital losses into
long-term

B-3
<PAGE>
capital losses. As a result, these rules could affect the amount, timing and
character of Fund distributions. However, the Fund anticipates that these
investment activities will not prevent the Fund from qualifying as a regulated
investment company.

RESTRICTED SECURITIES. On occasion, the Fund may purchase securities which
would have to be registered under the Securities Act of 1933 if they were to be
publicly distributed. However, it will not do so if the value of such securities
and other securities which are not readily marketable (including repurchase
agreements maturing in more than seven days) would exceed 10% of the market
value of its total assets. It is management's policy to permit the occasional
acquisition of such restricted securities only if (except in the case of
short-term, non-convertible debt securities) there is an agreement by the issuer
to register such securities, ordinarily at the issuer's expense, when requested
to do so by the Fund. Management believes that acquiring limited amounts of
restricted securities helps attain the Fund's secondary objective of capital
growth without unduly restricting its liquidity or freedom in the management of
its portfolio. However, because restricted securities may only be sold privately
or in an offering registered under the Securities Act of 1933, or pursuant to an
exemption from such registration, substantial time may be required to sell such
securities, and there is greater than usual risk of price decline prior to sale.

In addition, the Fund may purchase certain restricted securities ("Rule 144A
securities") for which there is a secondary market of qualified institutional
buyers, as contemplated by Rule 144A under the Securities Act of 1933. Rule 144A
provides an exemption from the registration requirements of the Securities Act
for the resale of certain restricted securities to qualified institutional
buyers.

The Adviser, under the supervision of the Board of Directors, will consider
whether securities purchased under Rule 144A are liquid or illiquid for purposes
of the Fund's limitation on investment in securities which are not readily
marketable or are illiquid. Among the factors to be considered are the frequency
of trades and quotes, the number of dealers and potential purchasers, dealer
undertakings to make a market and the nature of the security and the time needed
to dispose of it.

To the extent that the liquid Rule 144A securities that the Fund holds
become illiquid, due to lack of sufficient qualified institutional buyers or
market or other conditions, the percentage of the Fund's assets invested in
illiquid assets would increase. The Adviser, under the supervision of the Board
of Directors, will monitor the Fund's investments in Rule 144A securities and
will consider appropriate measures to enable the Fund to maintain sufficient
liquidity for operating purposes and to meet redemption requests.

INVESTMENT RESTRICTIONS

The Fund may not:

(1) Engage in arbitrage transactions, short sales, purchases on margin
or participate on a joint or joint and several basis in any trading account
in securities, except that these prohibitions will not apply to futures
contracts or options on futures contracts entered into by the Fund for
permissible purposes or to margin payments made in connection with such
contracts.

(2) Purchase or sell any put or call options or any combination thereof,
except that the Fund may sell covered call option contracts on securities
owned by the Fund. The Fund may also purchase call options for the purpose
of terminating its outstanding obligations with respect to securities upon
which covered call option contracts have been written (i.e., "closing
purchase transaction"). The Fund may also purchase and sell put and call
options on stock index futures contracts.

B-4
<PAGE>
(3) Borrow money in excess of 10% of the value of its assets and then
only as a temporary measure to meet unusually heavy redemption requests or
for other extraordinary or emergency purposes. Securities will not be
purchased while borrowings are outstanding. No assets of the Fund may be
pledged, mortgaged or otherwise encumbered, transferred or assigned to
secure a debt except in connection with the Fund's entering into stock index
futures contracts.

(4) Engage in the underwriting of securities, except to the extent that
the Fund may be deemed an underwriter as to restricted securities under the
Securities Act of 1933 in selling portfolio securities.

(5) Invest in real estate, mortgages or illiquid securities of real
estate investment trusts although the Fund may purchase securities of
issuers which engage in real estate operations.

(6) Invest in commodities or commodity contracts except that the Fund
may invest in stock index futures contracts and options in stock index
futures contracts.

(7) Lend money except in connection with the purchase of debt
obligations or by investment in repurchase agreements, provided that
repurchase agreements maturing in more than seven days when taken together
with other illiquid investments do not exceed 10% of the Fund's assets.

(8) Invest more than 5% of the value of its total assets in the
securities of any one issuer or purchase more than 10% of the outstanding
voting securities, or any other class of securities, of any one issuer. For
purposes of this restriction, all outstanding debt securities of an issuer
are considered as one class, and all preferred stock of an issuer is
considered as one class. This restriction does not apply to obligations
issued or guaranteed by the U.S. government, its agencies or
instrumentalities.

(9) Purchase securities of other investment companies.

(10) Invest 25% or more of its assets in securities of issuers in any
one industry.

(11) Invest more than 5% of its total assets in securities of issuers
having a record, together with predecessors, of less than three years of
continuous operation. The restriction does not apply to any obligation
issued or guaranteed by the U.S. government, its agencies or
instrumentalities.

(12) Purchase or retain the securities of any issuer if, to the
knowledge of the Fund, those officers and directors of the Fund and Value
Line, Inc. (the "Adviser"), who each owns more than 0.5% of the outstanding
securities of such issuer, together own more than 5% of such securities.

(13) Invest more than 2% of the value of its total assets in warrants
(valued at the lower of cost or market), except that warrants attached to
other securities are not subject to these limitations.

(14) Issue senior securities except evidences of indebtedness permitted
by restriction No. 3 above.

(15) Purchase securities for the purpose of exercising control over
another company.

In addition, management of the Fund has adopted a policy that it will not
recommend that the Fund purchase interests in oil, gas or other mineral type
development programs or leases, although the Fund may invest in the securities
of companies which operate, invest in or sponsor such programs.

If a percentage restriction is adhered to at the time of investment, a later
change in percentage resulting from changes in values or assets will not be
considered a violation of the restriction. For purposes of industry
classifications, the Fund follows the industry classifications in The Value Line
Investment Survey.

B-5
<PAGE>
DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION WITH FUND PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- -------------------------------- --------------------- ---------------------------------------------------------
<S> <C> <C>
*Jean Bernhard Buttner Chairman of the Board Chairman, President and Chief Executive Officer of the
Age 62 of Directors Adviser and Value Line Publishing, Inc. Chairman and
and President President of the Value Line Funds and the Distributor.
John W. Chandler Director Consultant, Academic Search Consultation Service, Inc.
2801 New Mexico Ave, N.W. since 1992; Consultant, Korn/Ferry International
Washington, DC 20007 1990-1992. Trustee Emeritus and Chairman (1993-1994) of
Age 73 Duke University; President Emeritus, Williams College.
*Leo R. Futia Director Retired Chairman and Chief Executive Officer of The
201 Park Avenue South Guardian Life Insurance Company of America and Director
New York, NY 10003 since 1970. Director (Trustee) of The Guardian Insurance
Age 77 & Annuity Company, Inc., Guardian Investor Services
Corporation, and the Guardian-sponsored mutual funds.
Charles E. Reed Director Retired. Formerly, Senior Vice President of General
3200 Park Avenue Electric Co. Director Emeritus of People's Bank,
Bridgeport, CT 06604 Bridgeport, CT.
Age 83
Paul Craig Roberts Director Distinguished Fellow, Cato Institute, since 1993;
505 South Fairfax Street formerly, William E. Simon Professor of Political
Alexandria, VA 22320 Economy, Center for Strategic and International Studies;
Age 58 Director, A. Schulman Inc. (plastics) since 1992.
Nancy-Beth Sheerr Director Chairman, Radcliffe College Board of Trustees.
1409 Beaumont Drive
Gladwyne, PA 19035
Age 47
Nancy Bendig Vice President Portfolio Manager with the Adviser since 1993; Securities
Age 41 Analyst with the Adviser, 1993-1994; Consultant,
1991-1993.
Michael Romanowski Vice President Portfolio Manager with the Adviser since 1995; Vice
Age 46 President and Securities Analyst with Conning & Co.
(broker/dealer), 1992-1995.
David T. Henigson Vice President, Director, Vice President and Compliance Officer of the
Age 39 Secretary and Adviser. Director and Vice President of the Distributor.
Treasurer
</TABLE>

- ------------------------
*"Interested" director as defined in the Investment Company Act of 1940 (the
"1940 Act").
Unless otherwise indicated, the address for each of the above is 220 East 42nd
Street, New York, NY.

B-6
<PAGE>

Directors and certain officers of the Fund are also directors and officers
of other investment companies for which the Adviser acts as investment adviser.
The following table sets forth information regarding compensation of Directors
by the Fund and by the Fund and the eleven other Value Line Funds of which each
of the Directors is a director or trustee for the fiscal year ended December 31,
1996. Directors who are officers or employees of the Adviser do not receive any
compensation from the Fund or any of the Value Line funds.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
AGGREGATE PENSION OR RETIREMENT ESTIMATED FROM FUND AND
COMPENSATION BENEFITS ACCRUED AS ANNUAL BENEFITS FUND COMPLEX
NAME OF PERSON FROM FUND PART OF FUND EXPENSES UPON RETIREMENT (12 FUNDS)
- ------------------------------------------------- --------------- --------------------- --------------- --------------
<S> <C> <C> <C> <C>
Jean B. Buttner $ -0- N/A N/A $ -0-
John W. Chandler 2,991 N/A N/A 35,890
Leo R. Futia 2,741 N/A N/A 32,890
Charles E. Reed 2,991 N/A N/A 35,890
Paul Craig Roberts 2,991 N/A N/A 35,890
Nancy Beth Sheerr 692 N/A N/A 8,305
</TABLE>

As of December 31, 1996, no person owned of record or, to the knowledge of
the Fund, owned beneficially, 5% or more of the outstanding stock of the Fund
other than Guardian Insurance & Annuity Company, Inc., 201 Park Avenue South,
New York, NY 10003, which owned of record 1,025,656 shares (approximately 5.14%
of the outstanding shares). The Adviser and its affiliates owned 187,661 shares
or 0.9% of the outstanding shares of the Fund.

THE ADVISER
(SEE ALSO "MANAGEMENT OF THE FUND" IN THE FUND'S PROSPECTUS)

The investment advisory agreement between the Fund and the Adviser dated
February 25, 1992 provides for an advisory fee at an annual rate of 0.70% on the
first $100 million of the Fund's average daily net assets during the year and
0.65% of such net assets in excess thereof. During 1994, 1995 and 1996, the Fund
paid or accrued to the Adviser advisory fees of $987,000, $935,000 and
$1,018,000, respectively. In determining the advisory fee, the net amount of any
tender fees received by Value Line Securities, Inc. from acting as tendering
broker with respect to any portfolio securities of the Fund will be subtracted
from the advisory fee.

The investment advisory agreement provides that the Adviser shall render
investment advisory and other services to the Fund including, at its expense,
all administrative services, office space and the services of all officers and
employees of the Fund. The Fund pays all other expenses not assumed by the
Adviser including taxes, interest, brokerage commissions, insurance premiums,
fees and expenses of the custodian and shareholder servicing agent, legal and
accounting fees, fees and expenses in connection

B-7
<PAGE>
with qualification under federal and state securities laws and costs of
shareholder reports and proxy materials. The Fund has agreed that it will use
the words "Value Line" in its name only so long as Value Line, Inc. serves as
investment adviser to the Fund.

The Adviser acts as investment adviser to 15 other investment companies
constituting The Value Line Family of Funds and furnishes investment advisory
services to private and institutional accounts with combined assets in excess of
$5 billion.

Certain of the Adviser's clients may have investment objectives similar to
the Fund and certain investments may be appropriate for the Fund and for other
clients advised by the Adviser. From time to time, a particular security may be
bought or sold for only one client or in different amounts and at different
times for more than one but less than all such clients. In addition, a
particular security may be bought for one or more clients when one or more other
clients are selling such security, or purchases or sales of the same security
may be made for two or more clients at the same time. In such event, such
transactions, to the extent practicable, will be averaged as to price and
allocated as to amount in proportion to the amount of each order. In some cases,
this procedure could have a detrimental effect on the price or amount of the
securities purchased or sold by the Fund. In other cases, however, it is
believed that the ability of the Fund to participate, to the extent permitted by
law, in volume transactions will produce better results for the Fund.

The Fund does not purchase or sell a security based solely on information
contained in the Value Line Investment Survey or in one of the other Value Line
services prior to the publication date of the service when the information
therein is available to the subscribers of the service. The Adviser and/or its
affiliates, officers, directors and employees may from time to time own
securities which are also held in the portfolio of the Fund. The Adviser has
imposed rules upon itself and such persons requiring monthly reports of security
transactions for their respective accounts and restricting trading in various
types of securities in order to avoid possible conflicts of interest. The
Adviser may from time to time, directly or through affiliates, enter into
agreements to furnish for compensation special research or financial services to
companies, including services in connection with acquisitions, mergers or
financings. In the event that such agreements are in effect with respect to
issuers of securities held in the portfolio of the Fund, specific reference to
such agreements will be made in the "Schedule of Investments" in shareholder
reports of the Fund. As of the date of this Statement of Additional Information,
no such agreements exist.

BROKERAGE ARRANGEMENTS
(SEE ALSO "MANAGEMENT OF THE FUND" IN THE FUND'S PROSPECTUS)

Orders for the purchase and sale of portfolio securities are placed with
brokers and dealers who, in the judgment of the Adviser, are able to execute
them as expeditiously as possible and at the best obtainable price. Purchases
and sales of securities which are not listed or traded on a securities exchange
will ordinarily be executed with primary market makers acting as principal,
except when it is determined that better prices and executions may otherwise be
obtained. The Adviser is also authorized to place purchase or sale orders with
brokers or dealers who may charge a commission in excess of that charged by
other brokers or dealers if the amount of the commission charged is reasonable
in relation to the value of the brokerage and research services provided. Such
allocation will be in such amounts and in such proportions as the Adviser may
determine. Orders may also be placed with brokers or dealers who sell shares of
the Fund or other funds for which the Adviser acts as investment adviser, but
this fact, or the volume of such sales, is not a consideration in their
selection. During 1994, 1995 and 1996, the Fund paid

B-8
<PAGE>

brokerage commissions of $217,149, $159,962 and $194,135, respectively, of which
$151,016 (70%), $117,867 (74%) and $109,214 (56%), respectively, was paid to
Value Line Securities, Inc., the Fund's distributor and a subsidiary of the
Adviser. Value Line Securities, Inc. clears transactions for the Fund through
unaffiliated broker-dealers.

The Board of Directors has adopted procedures incorporating the standards of
Rule 17e-1 under the 1940 Act which requires that the commissions paid to Value
Line Securities or any other "affiliated person" be "responsible and fair"
compared to the commissions paid to other brokers in connection with comparable
transactions. The procedures require that the Adviser furnish reports to the
Directors with respect to the payment of commissions to affiliated brokers and
maintain records with respect thereto. During 1996, $162,450 (84%) of the Fund's
brokerage commissions were paid to brokers or dealers solely for their services
in obtaining best prices and executions; the balance, or 31,685 (16%), went to
brokers or dealers who provided information or services to the Adviser and,
therefore, indirectly to the Fund and to shareholders of the Value Line funds.
The information and services furnished to the Adviser include the furnishing of
research reports and statistical compilations and computations and providing of
current quotations for securities. These services and information were furnished
to the Adviser at no cost to it; no such services or information were furnished
directly to the Fund, but certain of these services might have relieved the Fund
of expenses which it would otherwise have had to pay. Such information and
services are considered by the Adviser, and brokerage commissions are allocated
in accordance with its assessment of such information and services, but only in
a manner consistent with the placing of purchase and sale orders with brokers
and/or dealers, which, in the judgment of the Adviser, are able to execute such
orders as expeditiously as possible and at the best obtainable price. The Fund
is advised that the receipt of such information and services has not reduced in
any determinable amount the overall expenses of the Adviser.

PORTFOLIO TURNOVER. The Fund's annual portfolio turnover rate may exceed
100%. A rate of portfolio turnover of 100% would occur if all of the Fund's
portfolio were replaced in a period of one year. To the extent that the Fund
engages in short-term trading in attempting to achieve its objective, it may
increase portfolio turnover and incur higher brokerage commissions and other
expenses than might otherwise be the case. The Fund's portfolio turnover rate
for recent fiscal years is shown under "Financial Highlights" in the Fund's
Prospectus.

HOW TO BUY SHARES
(SEE ALSO "CALCULATION OF NET ASSET VALUE", "HOW TO BUY SHARES" AND
"INVESTOR SERVICES" IN THE FUND'S PROSPECTUS)

Minimum orders are $1,000 for an initial purchase and $100 for each
subsequent purchase. The Fund reserves the right to reduce or waive the minimum
purchase requirements in certain cases such as pursuant to payroll deduction
plans, etc., where subsequent and continuing purchases are contemplated.

The Fund has entered into a distribution agreement with Value Line
Securities pursuant to which Value Line Securities acts as principal underwriter
and distributor of the Fund for the sale and distribution of its shares. For its
services under the agreement, Value Line Securities receives no compensation.
Value Line Securities also serves as distributor to the other Value Line funds.

B-9
<PAGE>
AUTOMATIC PURCHASES: The Fund offers a free service to its shareholders,
Valu-Matic, through which monthly investments of $25 or more may be made
automatically into the shareholder's account. The required form to enroll in
this program is available upon request from the Distributor.

RETIREMENT PLANS: Shares of the Fund may be purchased as the investment
medium for various tax-sheltered plans. Upon request, Value Line Securities will
provide information regarding eligibility and permissible contributions. Because
a retirement plan is designed to provide benefits in future years, it is
important that the investment objectives of the Fund be consistent with the
participant's retirement objectives. Premature withdrawals from a retirement
plan may result in adverse tax consequences. For more complete information,
contact Value Line Securities at 1-800-223-0818 during New York business hours.

SUSPENSION OF REDEMPTIONS

The right of redemption may be suspended, or the date of payment postponed
beyond the normal seven-day period by the Fund's Board of Directors under the
following conditions authorized by the 1940 Act: (1) For any period (a) during
which the New York Stock Exchange is closed, other than customary weekend and
holiday closing, or (b) during which trading on the New York Stock Exchange is
restricted; (2) For any period during which an emergency exists as a result of
which (a) disposal by the Fund of securities owned by it is not reasonably
practical, or (b) it is not reasonably practical for the Fund to determine the
fair value of its net assets; (3) For such other periods as the Securities and
Exchange Commission may by order permit for the protection of the Fund's
shareholders.

TAXES
(SEE "DIVIDENDS, DISTRIBUTIONS AND TAXES" IN THE FUND'S PROSPECTUS)

The Fund intends to continue to qualify as a regulated investment company
under the Internal Revenue Code (the "Code"). The Fund so qualified during the
Fund's last fiscal year. By so qualifying, the Fund is not subject to federal
income tax on its net investment income or net realized capital gains which are
distributed to shareholders (whether or not reinvested in additional Fund
shares). Additionally, by making distributions which meet certain Code
requirements, the Fund will not be liable for the federal excise tax on
undistributed income and gains.

Distributions of investment income and of the excess of net short-term
capital gain over net long-term capital loss are taxable to shareholders as
ordinary income (whether or not reinvested in additional Fund shares).
Distributions of the excess of net long-term capital gain over net short-term
capital loss are taxable to shareholders as long-term capital gain, regardless
of the length of time the shares of the Fund have been held by such shareholders
and regardless of whether the distribution is received in cash or is reinvested
in additional shares of the Fund. It is anticipated that a portion of the
dividends paid by the Fund will qualify for the dividends-received deduction for
corporate investors. Upon request, the Fund will advise shareholders of the
amount of dividends which so qualify.

The Code requires each regulated investment company to pay a nondeductible
4% excise tax to the extent the company does not distribute, during each
calendar year, 98% of its ordinary income, determined on a calendar year basis,
and 98% of its capital gains, determined, in general, on an October 31 year end,
plus certain undistributed amounts from previous years. The Fund anticipates
that it will make sufficient timely distributions to avoid imposition of the
excise tax.

B-10
<PAGE>
A distribution by the Fund will result in a reduction in the Fund's net
asset value per share. Such a distribution is taxable to the shareholder as
ordinary income or capital gain as described above, even though, from an
investment standpoint, it may constitute a return of capital. In particular,
investors should be careful to consider the tax implications of buying shares
just prior to a distribution. The price of shares purchased at that time
includes the amount of the forthcoming distribution. Those purchasing just prior
to a distribution will then receive a return of capital upon the distribution
which nevertheless is taxable to them. All distributions, whether received in
cash or reinvested in shares, must be reported by each shareholder on his or her
federal income tax return. Under the Code, dividends declared by the Fund in
October, November and December of any calendar year, and payable to shareholders
of record in such a month, shall be deemed to have been received by the
shareholders on December 31 of such calendar year if such dividend is actually
paid in January of the following calendar year.

A shareholder may realize a capital gain or capital loss on the sale or
redemption of shares of the Fund. The tax consequences of a sale or redemption
depend upon several factors, including the shareholder's tax basis in the shares
sold or redeemed and the length of time the shares have been held. Basis in the
shares may be the actual cost of those shares (net asset value of Fund shares on
purchase or reinvestment date), or under special rules, an average cost. Under
certain circumstances, a loss on the sale or redemption of shares held for six
months or less may be treated as a long-term capital loss to the extent that the
Fund has distributed long-term capital gain dividends on such shares. Moreover,
a loss on sale or redemption of Fund shares will be disallowed to the extent the
shareholder purchases other shares of the Fund within 30 days before or after
the date the shares are sold or redeemed.

For shareholders who fail to furnish to the Fund their social security or
taxpayer identification numbers and certain related information, or who fail to
certify that they are not subject to backup withholding, dividends,
distributions of capital gains and redemption proceeds paid by the Fund will be
subject to a 31% Federal income tax withholding requirement. If the withholding
provisions are applicable, any dividends or capital gains distributions to these
shareholders, whether taken in cash or reinvested in additional shares, and any
redemption proceeds will be reduced by the amounts required to be withheld.

The foregoing discussion relates solely to U.S. federal income tax law as
applicable to U.S. persons (i.e., U.S. citizens or residents, domestic
corporations and partnerships, and certain trusts and estates) and is not
intended to be a complete discussion of all federal tax consequences.
Shareholders are advised to consult with their tax advisers concerning the
application of federal, state and local tax laws to an investment in the Fund.

PERFORMANCE DATA

From time to time, the Fund may state its total return in advertisements and
investor communications. Total return may be stated for any relevant period as
specified in the advertisement or communication. Any statements of total return
or other performance data on the Fund will be accompanied by information on the
Fund's average annual total return over the most recent four calendar quarters
and the period from the Fund's inception of operations. The Fund may also
advertise aggregate annual total return information over different periods of
time.

B-11
<PAGE>
The Fund's average annual total return is determined by reference to a
hypothetical $1,000 investment that includes capital appreciation and
depreciation for the stated period, according to the following formula:
n
T = #ERV/P - 1

<TABLE>
<S> <C> <C> <C>
Where: P = a hypothetical initial purchase order of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at the end of the
period
</TABLE>

ADDITIONAL INFORMATION

EXPERTS

The financial statements of the Fund and the financial highlights included
in the Fund's Annual Report to Shareholders and incorporated by reference in
this Statement of Additional Information have been so incorporated by reference
in reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in accounting and auditing.

CUSTODIAN

The Fund employs State Street Bank and Trust Company, Boston, MA as
custodian for the Fund. The custodian's responsibilities include safeguarding
and controlling the Fund's cash and securities, handling the receipt and
delivery of securities and collecting interest and dividends on the Fund's
investments. The custodian does not determine the investment policies of the
Fund or decide which securities the Fund will buy or sell.

FINANCIAL STATEMENTS

The Fund's financial statements for the year ended December 31, 1996,
including the financial highlights for each of the five fiscal years in the
period ended December 31, 1996, appearing in the 1996 Annual Report to
Shareholders and the report thereon of Price Waterhouse LLP, independent
accountants, appearing therein, are incorporated by reference in this Statement
of Additional Information.

The Fund's 1996 Annual Report to Shareholders is enclosed with this
Statement of Additional Information.

B-12
<PAGE>
THE VALUE LINE INCOME FUND, INC.
PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

a. Financial Statements
Included in Part A of this Registration Statement:
Financial Highlights for each of the ten years in the period ended
December 31, 1996

Incorporated by reference in Part B of this Registration Statement:*
Schedule of Investments at December 31, 1996
Statement of Assets and Liabilities at December 31, 1996
Statement of Operations for the year ended December 31, 1996
Statement of Changes in Net Assets for the years ended
December 31, 1996 and 1995
Notes to Financial Statements
Financial Highlights for each of the five years in the period ended
December 31, 1996
Report of Independent Accountants

Statements, schedules and historical information other than those listed
above have been omitted since they are either not applicable or are not
required.
- ---------

* Incorporated by reference from the Annual Report to Shareholders for
the year ended
December 31, 1996.

b. Exhibits
16. Calculation of Performance Data--Exhibit 1

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of December 31, 1996, there were 9,369 record holders of the Registrant's
Capital Stock ($1.00 par value).

ITEM 27. INDEMNIFICATION.

Incorporated by reference from Post-Effective Amendment No. 72 (filed with
the Commission March 3, 1988).

C-1
<PAGE>
ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER

Value Line, Inc., Registrant's investment adviser, acts as investment
adviser for a number of individuals, trusts, corporations and institutions, in
addition to the registered investment companies in the Value Line Family of
Funds listed in Item 29.

<TABLE>
<CAPTION>
POSITION WITH
NAME THE ADVISER OTHER EMPLOYMENT
- ---------------------------- ---------------------------------- ------------------------------------------------
<S> <C> <C>
Jean Bernhard Buttner Chairman of the Board, President Chairman of the Board and Chief Executive
and Chief Executive Officer Officer of Arnold Bernhard & Co., Inc.; Chairman
of the Value Line Funds and the Distributor
Samuel Eisenstadt Senior Vice President and Director

David T. Henigson Vice President, Treasurer and Vice President and a Director of Arnold Bernhard
Director & Co., Inc. and the Distributor

Howard A. Brecher Vice President, Secretary and Secretary and Treasurer of Arnold Bernhard &
Director Co., Inc.

Harold Bernard, Jr. Director Administrative Law Judge

William S. Kanaga Director Retired Chairman of Arthur Young (now Ernst &
Young)

W. Scott Thomas Director Partner, Brobeck, Phleger & Harrison, attorneys
</TABLE>

C-2
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS.

(a) Value Line Securities, Inc., acts as principal underwriter for the
following Value Line funds: The Value Line Fund, Inc.; The Value Line
Income Fund, Inc.; The Value Line Special Situations Fund, Inc.; Value
Line Leveraged Growth Investors, Inc.; The Value Line Cash Fund, Inc.;
Value Line U.S. Government Securities Fund, Inc.; Value Line Centurion
Fund, Inc.; The Value Line Tax Exempt Fund, Inc.; Value Line Convertible
Fund, Inc.; Value Line Aggressive Income Trust; Value Line New York Tax
Exempt Trust; Value Line Strategic Asset Management Trust; The Value Line
Intermediate Bond Fund, Inc.; Value Line Small-Cap Growth Fund, Inc.;
Value Line Asset Allocation Fund, Inc.; Value Line U.S. Multinational
Company Fund, Inc.

(b)

<TABLE>
<CAPTION>
(2)
POSITION AND (3)
(1) OFFICES POSITION AND
NAME AND PRINCIPAL WITH VALUE LINE OFFICES WITH
BUSINESS ADDRESS SECURITIES, INC. REGISTRANT
- -------------------------- ------------------- ---------------------
<S> <C> <C>
Jean Bernhard Buttner Chairman of the Chairman of the Board
Board and President

David T. Henigson Vice President, Vice President
Secretary,
Treasurer and
Director

Stephen LaRosa Asst. Vice Asst. Treasurer
President
</TABLE>

The business address of each of the officers and directors is 220 East
42nd Street, New York, NY 10017-5891.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Value Line, Inc., 220 East 42nd Street, New York, NY 10017 for records
pursuant to Rule 31a-1(b)(4),(5),(6),(7),(10),(11), Rule 31a-(i). State Street
Bank and Trust Company, c/o NFDS, P.O. Box 419729, Kansas City, MO 64141 for
records pursuant to Rule 31a-1(b)(2)(iv), State Street Bank and Trust Company,
225 Franklin Street, Boston, MA 02110 for all other records.

ITEM 31. MANAGEMENT SERVICES.

None.

ITEM 32. UNDERTAKINGS.

Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.

C-3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and the
Statement of Additional Information, constituting parts of this Post-Effective
Amendment No. 81 to the registration statement on Form N-1A (the "Registration
Statement"), of our report dated February 18, 1997, relating to the financial
statements and financial highlights appearing in the December 31, 1996 Annual
Report to Shareholders of The Value Line Income Fund, Inc., which are also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the Prospectus
and under the headings "Additional Information" and "Financial Statements" in
the Statement of Additional Information.

Price Waterhouse LLP

1177 Avenue of the Americas
New York, New York
April 22, 1997

C-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of the Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York, on
the 22nd day of April, 1997.

THE VALUE LINE INCOME FUND, INC.

By: DAVID T. HENIGSON
...................................

DAVID T. HENIGSON, VICE PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
----------------------------------------------- -------------------------------------- ----------------
<S> <C> <C> <C>
*JEAN B. BUTTNER Director; President; Principal April 22, 1997
(JEAN B. BUTTNER) Executive Officer

*JOHN W. CHANDLER Director April 22, 1997
(JOHN W. CHANDLER)

*LEO R. FUTIA Director April 22, 1997
(LEO R. FUTIA)

*CHARLES E. REED Director April 22, 1997
(CHARLES E. REED)

*PAUL CRAIG ROBERTS Director April 22, 1997
(PAUL CRAIG ROBERTS)

*NANCY-BETH SHEERR Director April 22, 1997
(NANCY-BETH SHEERR)

DAVID T. HENIGSON Treasurer; Principal Financial and April 22, 1997
............................................... Accounting Officer
(DAVID T. HENIGSON)
</TABLE>

* By DAVID T. HENIGSON
..................................

(DAVID T. HENIGSON,
ATTORNEY-IN-FACT)

C-5

<PAGE>

THE VALUE LINE INCOME FUND, INC.

SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATION
EXHIBIT 16

Year(s) Ended 12/31/96: 1 year 5 years 10 years
-------- -------- --------
Initial Investment: 1,000 1,000 1,000
Balance at End of Period: 1,174 1,561 2,746
Change: 174 561 1,746

Percentage Change: 17.38% 56.12% 174.62%

Average Annual Total Return: 17.38% 9.32% 10.63%

<PAGE>
<ARTICLE> 6
<CIK> 0000102757
<NAME> INCOME FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 128,768
<INVESTMENTS-AT-VALUE> 147,415
<RECEIVABLES> 513
<ASSETS-OTHER> 52
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 147,980
<PAYABLE-FOR-SECURITIES> 605
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 182
<TOTAL-LIABILITIES> 787
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 125,819
<SHARES-COMMON-STOCK> 19,964
<SHARES-COMMON-PRIOR> 19,577
<ACCUMULATED-NII-CURRENT> 66
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,661
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18,647
<NET-ASSETS> 147,143
<DIVIDEND-INCOME> 1,763
<INTEREST-INCOME> 4,141
<OTHER-INCOME> 0
<EXPENSES-NET> 1,332
<NET-INVESTMENT-INCOME> 4,572
<REALIZED-GAINS-CURRENT> 20,267
<APPREC-INCREASE-CURRENT> (720)
<NET-CHANGE-FROM-OPS> 24,119
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,513)
<DISTRIBUTIONS-OF-GAINS> (18,405)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 656
<NUMBER-OF-SHARES-REDEEMED> 2,767
<SHARES-REINVESTED> 2,497
<NET-CHANGE-IN-ASSETS> 2,887
<ACCUMULATED-NII-PRIOR> 7
<ACCUMULATED-GAINS-PRIOR> 799
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,018
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,336
<AVERAGE-NET-ASSETS> 148,343
<PER-SHARE-NAV-BEGIN> 7.37
<PER-SHARE-NII> 0.24
<PER-SHARE-GAIN-APPREC> 1.03
<PER-SHARE-DIVIDEND> (.24)
<PER-SHARE-DISTRIBUTIONS> (1.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.37
<EXPENSE-RATIO> .93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>