VALUE LINE INCOME FUND INC
N-30D, 1998-02-27
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                                  ANNUAL REPORT
- --------------------------------------------------------------------------------
                                December 31, 1997
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                                 The Value Line
                                     Income
                                   Fund, Inc.




                                     [LOGO]
                                   ----------
                                   VALUE LINE
                                    No-Load
                                     Mutual
                                     Funds


<PAGE>


The Value Line Income Fund, Inc.


                                                               To Our Value Line
- --------------------------------------------------------------------------------

To Our Shareholders:

Despite a great deal of  volatility in the capital  markets in 1997,  the equity
markets turned in double-digit  returns with the Standard & Poor's 500 Index and
the Dow Jones Industrial Average up 33.36% and 22.6%, respectively.  For much of
the year, large-cap stocks outperformed  smaller-cap issues. The best-performing
sector was financial services,  followed by healthcare,  communication services,
consumer cyclicals, and consumer staples. Energy, utilities, and basic materials
were the worst-performing sectors.

The turbulence in the market was primarily attributable to two factors: interest
rates and the crisis in Southeast  Asia.  Investors were concerned that signs of
inflationary pressures would cause the Federal Reserve Board to tighten monetary
policy which, in turn, would curtail  corporate growth  prospects.  Although the
Federal  Open  Market  Committee  did raise the  Federal  Funds rate by 25 basis
points,  to 5.5%, at the end of March, it was a nominal hike. Later in the year,
some indications of inflation in the labor  statistics were  overshadowed by the
currency crisis in Southeast Asia and its  deflationary  ramifications.  (Please
see our  accompanying  Economic  Observations  insert for our latest news on the
economy.)

During the second half of 1997,  investor focus turned from the domestic economy
to Taiwan,  Thailand,  Malaysia,  Singapore,  the  Philippines,  South Korea and
Indonesia.  The central banks in these  countries had been using higher interest
rates to stabilize  their  currencies.  Up until the end of October,  Hong Kong,
with its currency link to the U.S.  dollar,  had been immune from these regional
concerns. Speculation over whether the rate peg would be eliminated, resulted in
a huge decline in the Hong Kong stock market,  which sparked concerns around the
world, causing stock prices to drop precipitously.

The turmoil in the Asian markets  resulted in dramatic  fluctuations in the U.S.
markets in the fourth  quarter as investors  sought to protect  profits.  Sector
rotation was prevalent,  as funds moved from companies with strong international
exposure to those with more of a domestic  orientation.  Some of the  industries
that suffered included technology,  particularly  semiconductor  equipment,  and
energy.

REVIEW OF PERFORMANCE AND STRATEGY

For the  12-month  period ended  December 31, 1997,  The Value Line Income Fund,
Inc.  achieved a total return of 18.55%.  This was below the 23.92%  return of a
comparable  benchmark  consisting of the combined  performance of the Standard &
Poor's 500 Index/Lehman  Government  Corporate Bond Index at a ratio of 60%/40%.
Separately,  the  Standard & Poor's 500 Index  posted a return of 33.36% and the
Lehman Government Corporate Bond Index, an increase of 9.76%.  Although the Fund
lagged the benchmark during the first quarter (-2.60% versus 1.26%), performance
improved  strongly in the second half with the Fund  returning  13.17%  compared
with its benchmark of 11.93% in the second quarter and 10.01%  compared with its
benchmark of 5.90% in the third  quarter.  And finally,  in the fourth  quarter,
with the market in turmoil,  the Fund was down 2.24% versus a positive return of
3.01% for the benchmark.

The uneven quarterly  performance  reflected the vagaries of the market in 1997.
The early part of the year was clearly a large  capitalization  market, with the
multinational  companies  (that  are well  represented  in the DJIA and S&P 500)
soaring to new highs as investors  poured money into index funds. The Fund, with
its more diversified market capitalization  holdings, did not participate fully.
However, as the market rally broadened in the second and third quarters, many of
the  smaller-cap  names in the Fund  benefited  from the upward  momentum in the
market.  In the fourth  quarter,  the crisis in Southeast  Asia took its toll on
small- and large-cap stocks alike.

Although  the  bond  market  was  fairly   volatile,   the  performance  of  the
fixed-income  portion of the portfolio  stabilized after the first quarter.  The
bond market  exhibited  negative  returns in the March quarter,  with the Lehman
Government  Corporate  Bond  Index  down  .86%.  However,  the yield on  30-year
Treasuries  peaked  at 7.17% in  mid-April,  and the  bond  market  subsequently
rallied.  For the remainder of the year,  the Lehman  Government  Corporate Bond
Index  quarterly  returns were fairly  steady at 3.64%,  3.50% and 3.21% for the
second, third and fourth quarters, respectively.

STRATEGY FOR 1998

We enter 1998 on somewhat of a cautious note. The  uncertainity  surrounding the
domestic  interest-rate  outlook has fueled much of the market  choppiness.  The
crisis in  Southeast  Asia has added yet another  element of doubt.  Having said
this,  we  believe  that  the  deflationary  implications  of the  situation  in
Southeast Asia will lessen the  possibility  that the Federal Reserve Board will
tighten monetary policy. And, despite the strong gains in the market in the past
three years, the economic environment remains relatively  positive.  Overall, we
favor  broad  diversification  across  many  sectors,  with an emphasis on those
industries  offering attractive growth  opportunities.  The latter would include
technology, finance, oil field services and healthcare. 


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2
<PAGE>


                                                The Value Line Income Fund, Inc.

Income Fund Shareholders
- --------------------------------------------------------------------------------

In terms of fixed-income securities, the Income Fund includes selected corporate
issues,  mortgage-backed  securities,  convertibles,  and  issues  of  the  U.S.
Treasury and Agencies. There are no derivatives in the portfolio.

Your Fund's  management  believes  that careful  selection of bonds and equities
will provide an attractive yield while lending stability to the portfolio during
times  of  market  volatility.  The  portfolio  is well  structured  to meet its
objective of high current return  without undue risk to principal. 

We thank you for your  continued  confidence,  and look  forward to serving your
investment needs in the future.

                                           Sincerely,


                                           /s/ Jean Bernhard Buttner

                                           Jean Bernhard Buttner
                                           Chairman and President

February 2, 1998

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

Economic Observations

It has now been a number of  months  since the  crisis  in Asia  first  made the
headlines in this  country,  and about that long since the  pessimists  began to
predict that there would be serious  repercussions  over here. During that time,
however,  there has been  little in the  economic  reports to suggest  that this
feared  sharp  falloff in business  activity  was taking  place on a wide scale.
True,  a number of companies  are now noting some  Asia-related  weakness,  with
cautionary  statements  accompanying  certain profit reports. In fact, the Asian
problems do raise concerns  regarding  earnings prospects through the first half
of this  year--at  least.  For the most  part,  however,  economic  activity  is
sufficiently  strong to suggest that  corporate  earnings will continue to rise,
albeit at a modest pace.

Encouragingly,  this  long-running  business  expansion  looks as though it will
persist.  Overall,  the  current  tenor of the  economic  data  would seem to be
consistent with a growth rate of 2.0%-2.5% for the next several quarters, versus
perhaps 3% had the difficulties in Asia not evolved. We add, however,  that even
our reduced  expectations  assume that the problems in that region will begin to
ease selectively over the next several months, as efforts by the world's leading
banking authorities gradually produce the desired stability.

Meantime,  there continues to be limited pressure on the inflation  front,  with
prices for industrial goods, energy products,  and precious metals continuing in
a flat to lower  trend.  Our sense,  for now,  is that these  favorable  pricing
trends will stay intact for the balance of the year.  Overall,  with the economy
likely to remain on a modest, yet sustainable,  growth track, and with inflation
expected to hold at low levels,  interest rates should continue to be relatively
stable,  thus lending some support to the  financial  markets  during the months
ahead. 

*Performance Data:

                                                                    Growth of
                                                       Average      an Assumed
                                                        Annual     Investment of
                                                     Total Return     $10,000
                                                     ------------  -------------
 1 year ended 12/31/97 ......................           18.55%        $11,855
 5 years ended 12/31/97 .....................           12.71%        $18,188
10 years ended 12/31/97 .....................           12.80%        $33,344
                            
*  The performance  data quoted  represent past performance and are no guarantee
   of future  performance.  The average  annual  total  returns and growth of an
   assumed investment of $10,000 include dividends  reinvested and capital gains
   distributions  accepted in shares.  The investment return and principal value
   of an investment will fluctuate so that an investment,  when redeemed, may be
   worth more or less than its original cost.


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                                                                               3
<PAGE>


The Value Line Income Fund, Inc.


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          COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE
             VALUE LINE INCOME FUND, THE S&P 500 STOCK INDEX AND THE
                     LEHMAN GOVERNMENT/CORPORATE BOND INDEX*


 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]

                                     Value Line        S & P          Lehman
                                    Income Fund         500         Gov't/Corp.
  1/1/88                              $10,000         $10,000        $10,000
 3/31/88                              $10,520         $10,571        $10,358
 6/30/88                              $10,887         $11,273        $10,460
 9/30/88                              $11,093         $11,308        $10,655
12/31/88                              $11,219         $11,655        $10,758
 3/31/89                              $11,721         $12,479        $10,877
 6/30/89                              $12,502         $13,579        $11,751
 9/30/89                              $13,417         $15,031        $11,861
12/31/89                              $13,746         $15,339        $12,290
 3/31/90                              $13,273         $14,879        $12,149
 6/30/90                              $13,838         $15,813        $12,586
 9/30/90                              $12,984         $13,642        $12,662
12/31/90                              $14,021         $14,871        $13,307
 3/31/91                              $15,538         $17,031        $13,666
 6/30/91                              $15,403         $16,992        $13,873
 9/30/91                              $16,507         $17,901        $14,670
12/31/91                              $18,017         $19,402        $15,453
 3/31/92                              $17,064         $18,912        $15,221
 6/30/92                              $17,310         $19,271        $15,838
 9/30/92                              $17,835         $19,879        $16,612
12/31/92                              $18,332         $20,880        $16,625
 3/31/93                              $19,012         $21,791        $17,398
 6/30/93                              $19,647         $21,897        $17,920
 9/30/93                              $19,852         $22,463        $18,513
12/31/93                              $19,847         $22,984        $18,459
 3/31/94                              $18,747         $22,112        $17,881
 6/30/94                              $18,650         $22,205        $17,658
 9/30/94                              $19,288         $23,291        $17,746
12/31/94                              $18,982         $23,288        $17,811
 3/31/95                              $20,205         $25,555        $18,699
 6/30/95                              $21,583         $27,995        $19,912
 9/30/95                              $22,773         $30,219        $20,293
12/31/95                              $23,963         $32,039        $21,238
 3/31/96                              $25,166         $33,758        $20,742
 6/30/96                              $25,825         $35,273        $20,839
 9/30/96                              $26,768         $36,363        $21,207
12/31/96                              $28,127         $39,395        $21,855
 3/31/97                              $27,397         $40,446        $21,666
 6/30/97                              $31,004         $47,507        $22,455
 9/30/97                              $34,109         $51,069        $23,242
12/31/97                              $33,344         $52,535        $23,988

                                                    
                     (Period covered is 1/1/88 to 12/31/97)

* The  Standard  & Poor's  500 Index  (S&P 500) is an  unmanaged  index  that is
representative of the larger-capitalization stocks traded in the United States.

The  Lehman  Government/Corporate  Bond  Index  is an  unmanaged  index  that is
representative of investment-grade domestic corporate and government bonds.


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4
<PAGE>


The Value Line Income Fund, Inc.

Portfolio Highlights at December 31, 1997 (unaudited)
- --------------------------------------------------------------------------------

Ten Largest Holdings
<TABLE>
<CAPTION>
                                                                 Principal
                                                                  Amount          Value       Percentage of
Issue                                                            or Shares   (in thousands)    Net Assets
- -----------------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>              <C> 
U.S. Treasury Notes 6 1/2% 4/30/99............................  $10,000,000      $10,109          6.3%
U.S. Treasury Notes 5 7/8% 6/30/00 ...........................  $ 5,000,000        5,021          3.1
Federal National Mortgage Association Note, 6.32%, 7/28/03 ...  $ 5,000,000        4,986          3.1
Pfizer, Inc.  ................................................       60,000        4,474          2.8
Diamond Offshore Drilling, Inc.
  3.75% Sub. Note Conv., 2/15/07..............................  $ 3,000,000        4,020          2.5
Cisco Systems, Inc............................................       65,250        3,638          2.3
SLM Holding Corp..............................................       25,000        3,478          2.2
Imperial Oil, Ltd. ...........................................       54,000        3,453          2.2
WorldCom, Inc. 8% (Depositary Shares) Conv. Pfd. 5/31/99......       31,500        3,307          2.1
AES Trust II 5.50%, Conv. Pfd., 9/30/12 (144A)................       60,000        3,083          1.9
</TABLE>

Five Largest Industry Categories
<TABLE>
<CAPTION>
                                                                   Value      Percentage of
Industry                                                      (in thousands)   Net Assets
- -----------------------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>  
Oilfield Services/Equipment ..................................     $ 26,957       16.8%
Drug .........................................................        9,380        5.8
Financial Services ...........................................        9,127        5.7
Thrift .......................................................        8,938        5.6
Bank .........................................................        7,518        4.7
</TABLE>

Five Largest Net Security Purchases*
<TABLE>
<CAPTION>
                                                                   Cost
Issue                                                         (in thousands)
- -----------------------------------------------------------------------------------------------------------
<S>                                                                  <C>   
Diamond Offshore Drilling, Inc. 3.75% Sub. Note Conv., 2/15/07       $5,055
AES Trust II 5.50%, Conv. Pfd., 9/30/12 (144A)................        3,000
Imperial Oil, Ltd. ...........................................        2,137
USX-Marathon Group ...........................................        2,032
EVI, Inc. 5%, Conv. Pfd., 11/1/27 (144A)......................        2,000
</TABLE>

Five Largest Net Security Sales*
<TABLE>
<CAPTION>
                                                                 Proceeds
Issue                                                         (in thousands)
- -----------------------------------------------------------------------------------------------------------
<S>                                                                  <C>   
Williams Companies, Inc. .....................................       $2,417
Gillette Co. .................................................        2,336
Praxair, Inc. ................................................        1,863
Global Marine, Inc. ..........................................        1,826
Ascend Communications, Inc. ..................................        1,571
</TABLE>


* For the six month period ended 12/31/97


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                                                                               5
<PAGE>


The Value Line Income Fund, Inc.

Schedule of Investments

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

                                                                      Value
     Shares                                                       (in thousands)
- --------------------------------------------------------------------------------
COMMON STOCKS (70.0%)

                ADVERTISING (1.7%)
      63,000    Omnicom Group, Inc.............................      $  2,670

                AEROSPACE/
                  DEFENSE (0.3%)
       9,000    Precision Castparts Corp.......................           543

                AUTO PARTS--ORIGINAL
                  EQUIPMENT (0.6%)
      10,000    Eaton Corp.....................................           892

                BANK (4.7%)
      18,000    BankAmerica Corp...............................         1,314
      14,000    BankBoston Corp................................         1,315
       8,500    Citicorp.......................................         1,075
      24,000    Mellon Bank Corp...............................         1,455
      52,000    Zions Bancorporation...........................         2,359
                                                                     --------
                                                                        7,518

                BANK--CANADIAN (3.0%)
      35,500    Bank of Nova Scotia,
                    Halifax, Inc. (1) .........................         1,673
      25,000    Canadian Imperial Bank
                    of Commerce (1)............................           778
      25,000    Royal Bank of Canada,
                    Montreal Quebec ...........................         1,325
      28,000    Toronto-Dominion Bank..........................         1,055
                                                                     --------
                                                                        4,831

                BANK--MIDWEST (1.6%)
      18,000    Marshall & Isley Corp..........................         1,118
      15,500    Norwest Corp...................................           599
      15,000    Star Banc Corp.................................           861
                                                                     --------
                                                                        2,578

                BEVERAGE--
                  SOFT DRINK (0.3%)
      13,000    Coca-Cola Enterprises Inc......................           465

                CANADIAN ENERGY (2.2%)
      54,000    Imperial Oil, Ltd..............................         3,453

                CHEMICAL--
                  SPECIALTY (0.3%)
      25,000    Furon Co.......................................           522

                COAL/ALTERNATE
                  ENERGY (0.8%)
      28,000    AES Corp.*.....................................         1,305

                COMPUTER &
                  PERIPHERALS (4.4%)
      65,250    Cisco Systems, Inc.*...........................         3,638
      10,000    International Business
                    Machines Corp..............................         1,045
      67,500    Newbridge Networks Corp.*......................         2,354
                                                                     --------
                                                                        7,037

                COMPUTER SOFTWARE
                  & SERVICES (2.7%)
      19,000    BMC Software Inc.*.............................         1,247
      26,550    Computer Associates
                    International, Inc.........................         1,404
      13,500    Microsoft Corp.*...............................         1,745
                                                                     --------
                                                                        4,396

                DIVERSIFIED
                  COMPANIES (1.6%)
      11,000    Crane Co.......................................           477
      17,000    Tyco International, Ltd........................           766
      13,000    United Technologies Corp.......................           946
      18,500    Varlen Corp....................................           454
                                                                     --------
                                                                        2,643

                DRUG (5.8%)
      20,000    ICN Pharmaceuticals, Inc.......................           976
      19,000    Lilly (Eli) & Co...............................         1,323
      60,000    Pfizer, Inc....................................         4,474
      26,000    Schering-Plough Corp...........................         1,615
       8,000    Warner-Lambert Co..............................           992
                                                                     --------
                                                                        9,380


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6
<PAGE>


                                                The Value Line Income Fund, Inc.

                                                               December 31, 1997
- --------------------------------------------------------------------------------

                                                                      Value
     Shares                                                       (in thousands)
- --------------------------------------------------------------------------------
                ELECTRIC UTILITY--
                  EAST (0.7%)
      26,000    Consolidated Edison, Inc.......................      $  1,066

                ELECTRICAL
                  EQUIPMENT (1.6%)
      34,000    General Electric Co............................         2,495

                FINANCIAL SERVICES (5.7%)
      26,000    FINOVA Group, Inc. (The).......................         1,292
      41,000    Green Tree Financial Corp......................         1,074
      25,500    Money Store, Inc. (The)........................           535
      25,000    SLM Holding Corp...............................         3,478
      51,000    Travelers Group, Inc...........................         2,748
                                                                     --------
                                                                        9,127

                FOOD PROCESSING (0.3%)
      22,000    Michael Foods, Inc.............................           536

                HEALTHCARE
                  INFORMATION
                  SYSTEMS (0.7%)
      23,500    HBO & Co.......................................         1,128

                INSURANCE--
                  DIVERSIFIED (0.7%)
       5,000    American International
                    Group, Inc.................................           544
       9,000    MGIC Investment Corp...........................           598
                                                                     --------
                                                                        1,142

                INSURANCE--LIFE (1.1%)
      13,000    Conseco, Inc...................................           591
      27,000    SunAmerica Inc.................................         1,154
                                                                     --------
                                                                        1,745

                INSURANCE--PROPERTY/
                  CASUALTY (0.8%)
      15,000    Allstate Corp. (The)...........................         1,363

                MACHINERY (0.3%)
      14,000    Dover Corp.....................................           506

                MEDICAL SUPPLIES (2.1%)
      19,000    Guidant Corp...................................         1,183
       5,500    McKesson Corp..................................           595
      29,000    Medtronic, Inc.................................         1,517
                                                                     --------
                                                                        3,295

                OILFIELD SERVICES/
                  EQUIPMENT (13.2%)
      21,000    BJ Services Co.*...............................         1,511
      53,000    Baker Hughes, Inc..............................         2,312
       7,500    Camco International, Inc.......................           478
      24,000    Dresser Industries, Inc........................         1,006
      49,000    ENSCO International Inc........................         1,641
      34,000    Halliburton Co.................................         1,766
      11,000    Helmerich & Payne, Inc.........................           747
      11,000    Petroleum Geo Services
                    A/S (ADR)*.................................           712
      49,500    Rowan Companies, Inc.*.........................         1,510
      33,500    Schlumberger, Ltd..............................         2,697
      21,000    Smith International, Inc.*.....................         1,289
      52,500    Tidewater, Inc.................................         2,894
      53,000    Transocean Offshore, Inc.......................         2,554
                                                                     --------
                                                                       21,117

                PACKAGING
                  & CONTAINER (0.3%)
       9,000    AptarGroup, Inc................................           500

                PETROLEUM--
                  INTEGRATED (1.6%)
      76,500    USX-Marathon Group.............................         2,582

                R.E.I.T. (2.1%)
      37,000    Equity Residential Properties
                    Trust SBI (3)..............................         1,871
      22,000    Security Capital Pacific
                    Trust SBI (3)..............................           533
      30,000    Simon DeBartolo Group, Inc.....................           981
                                                                     --------
                                                                        3,385


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                                                                               7
<PAGE>


The Value Line Income Fund, Inc.

Schedule of Investments

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

                                                                      Value
     Shares                                                       (in thousands)
- --------------------------------------------------------------------------------
                SEMICONDUCTOR (1.8%)
      42,000    Intel Corp.....................................      $  2,950

                TELECOMMUNICATIONS
                  EQUIPMENT (0.8%)
      23,500    Tellabs, Inc.*.................................         1,243


                TELECOMMUNICATION
                  SERVICES (0.7%)
      36,456    WorldCom Inc.*.................................         1,103

                THRIFT (4.2%)
      22,000    Ahmanson (H.F.) & Co...........................         1,473
      32,000    Federal Home Loan
                    Mortgage Corp..............................         1,342
      49,500    Federal National Mortgage
                    Association................................         2,824
      16,000    Washington Mutual, Inc.........................         1,021
                                                                     --------
                                                                        6,660

                TOBACCO (1.3%)
      46,500    Philip Morris Companies, Inc...................         2,107
                                                                     --------

                TOTAL COMMON STOCKS
                (Cost $80,808) ................................       112,283
                                                                     --------

PREFERRED STOCKS (9.0%)

                COAL/ALTERNATE
                  ENERGY (1.9%)
      60,000    AES Trust II 5.50%, Conv. Pfd.,
                    9/30/12 (144A) (2).........................         3,083

                ELECTRICAL
                  EQUIPMENT (0.6%)
      50,000    Cooper Industries, Inc.
                    6% Exchangeable
                    Notes, 1/1/99..............................           912

                ENVIRONMENTAL (1.2%)
      50,000    Laidlaw One, Inc. 5 3/4%,
                    Exchangeable Notes,
                    12/31/00...................................         1,928

                OILFIELD SERVICES/
                  EQUIPMENT (1.1%)
      40,000    EVI, Inc. 5%, Conv. Pfd.,
                    11/1/27 (144A) (2).........................         1,820

                TELECOMMUNICATION
                  SERVICES (2.8%)
      18,000    AirTouch Communications, Inc.
                    4.25% Conv. "C" Pfd.
                    8/16/16....................................         1,122
      31,500    WorldCom, Inc. 8%
                    (Depositary Shares)
                    Conv. Pfd. 5/31/99.........................         3,307
                                                                     --------
                                                                        4,429
                THRIFT (1.4%)
      25,000    Golden State Bancorp Inc.,
                    8.75% Conv. "A" Pfd.
                    12/31/49...................................         2,278
                                                                     --------

                TOTAL PREFERRED
                  STOCKS
                  (Cost $10,744) ..............................        14,450
                                                                     --------


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8
<PAGE>


                                                The Value Line Income Fund, Inc.

                                                               December 31, 1997

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

     Principal
      Amount                                                           Value
  (in thousands)                                                  (in thousands)
- --------------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS (9.4%)
     $10,000    U.S. Treasury Notes 6 1/2%,
                    4/30/99....................................      $ 10,109
       5,000    U.S. Treasury Notes 5 7/8%,
                    6/30/00....................................         5,021
                                                                     --------
                TOTAL U.S. TREASURY
                    OBLIGATIONS
                    (Cost $14,942) ............................        15,130
                                                                     --------

U.S. GOVERNMENT AGENCY OBLIGATIONS (5.0%)
       5,000    Federal National Mortgage
                    Association Note, 6.32%,
                    7/28/03....................................         4,986
       2,823    Federal National Mortgage
                    Association REMIC Trust
                    1989-90 E, 8.70%, 12/25/19.................         2,966
                                                                     --------
                TOTAL U.S. GOVERNMENT
                    AGENCY OBLIGATIONS
                    (Cost $7,826) .............................         7,952
                                                                     --------

CORPORATE BONDS AND NOTES (4.9%)

                NATURAL GAS--
                  DISTRIBUTION (0.7%)
       1,000    Trident NGL, Inc. 10 1/4%,
                    Sub. Note, 4/15/03.........................         1,078

                OILFIELD SERVICES/
                  EQUIPMENT (2.5%)
       3,000    Diamond Offshore Drilling, Inc.
                    3.750% Sub. Note Conv.
                    2/15/07....................................         4,020

                PETROLEUM--
                  INTEGRATED (0.6%)
       1,000    Texaco Capital, Inc. 6 7/8%,
                    Gtd Deb., 8/15/23..........................         1,014

                                                                       Value
     Principal                                                    (in thousands)
      Amount                                                        except per
  (in thousands)                                                   share amount)
- --------------------------------------------------------------------------------
                RETAIL--SPECIAL
                  LINES (1.1%)
      $  750    Inacom Corp. 4.50%,
                    Sub. Deb. Conv., 11/1/04...................      $    704
       1,000    Michaels Stores, Inc. 6.75%,
                    Sub. Note Conv., 1/15/03...................         1,020
                                                                     --------
                                                                        1,724
                                                                     --------
                TOTAL CORPORATE
                    BONDS & NOTES
                    (Cost $8,831) .............................         7,836
                                                                     --------
                TOTAL INVESTMENT
                    SECURITIES (98.3%)
                    (Cost $123,151) ...........................       157,651
                                                                     --------

REPURCHASE AGREEMENT (2.1%)
(includes accrued interest)
       3,400    Collateralized by $3,455,000
                    U.S. Treasury Notes 6%,
                    due 6/30/99, with a value of
                    $3,472,000 (with First
                    Chicago Capital Markets
                    Corp., 5.85%, dated 12/31/97,
                    due 1/2/98, delivery value
                    of $3,401,000).............................         3,401
EXCESS OF LIABILITIES OVER
CASH AND RECEIVABLES (-0.4%) ..................................          (592)
                                                                     --------
NET ASSETS (100.0%) ...........................................      $160,460
                                                                     ========
NET ASSET VALUE, OFFERING
AND REDEMPTION PRICE PER
OUTSTANDING SHARE
($160,460,000/20,102,720
shares outstanding) ...........................................      $   7.98
                                                                     ========

* Non-income producing.
(ADR) American Depositary Receipts
(1)   Trades on Canadian Stock Exchange, Value in U.S. Dollars.
(2)   (144A) -- Security where certain conditions for public sale may exist.
(3)   SBI -- Shares of Beneficial Interest.

See Notes to Financial Statements


- --------------------------------------------------------------------------------
                                                                               9
<PAGE>


The Value Line Income Fund, Inc.

Statement of Assets
and Liabilities at December 31, 1997

                                                                     Dollars
                                                                  (in thousands
                                                                except per share
                                                                     amount)
                                                                ----------------
Assets:
Investment securities, at value
  (Cost--$123,151) .........................................       $ 157,651
Repurchase agreement (Cost--$3,401) ........................           3,401
Cash .......................................................               5
Dividends and interest receivable ..........................             518
Receivable for capital shares sold .........................              13
                                                                   ---------
      Total Assets .........................................         161,588
                                                                   ---------
Liabilities:
Payable for securities purchased ...........................             948
Accrued expenses:
  Advisory fee .............................................              93
  Other ....................................................              87
                                                                   ---------
      Total Liabilities ....................................           1,128
                                                                   ---------
Net Assets .................................................       $ 160,460
                                                                   =========
Net Assets consist of:
Capital stock, at $1.00 par value
  (authorized 50,000,000,
  outstanding 20,102,720 shares) ...........................       $  20,103
Additional paid-in capital .................................         105,892
Undistributed investment income--net .......................              12
Accumulated net realized loss on
  investments ..............................................             (47)
Accumulated net appreciation
  of investments ...........................................          34,500
                                                                   ---------
Net Assets .................................................       $ 160,460
                                                                   =========
Net Asset Value, Offering and
  Redemption Price per
  Outstanding Share
  ($160,460,000/20,102,720
  shares outstanding) ......................................       $    7.98
                                                                   =========


Statement of Operations
for the Year Ended December 31, 1997



                                                                      Dollars
                                                                  (in thousands)
                                                                  --------------
Investment Income:
Interest ....................................................       $  2,759
Dividends (Net of foreign withholding
  taxes of $26) .............................................          1,434
                                                                    --------
      Total Income ..........................................          4,193
                                                                    --------
Expenses:
Advisory fee ................................................          1,070
Transfer agent fees .........................................             97
Auditing and legal fees .....................................             38
Custodian fees ..............................................             34
Postage .....................................................             32
Printing and stationery .....................................             31
Registration and filing fees ................................             21
Telephone and wire charges ..................................             20
Directors' fees and expenses ................................             15
Insurance, dues and other ...................................              5
                                                                    --------
      Total Expenses Before
        Custody Credits .....................................          1,363
      Less: Custody Credits .................................             (6)
                                                                    --------
      Net Expenses ..........................................          1,357
                                                                    --------
Investment Income--Net ......................................          2,836
                                                                    --------
Realized and Unrealized Gain
  on Investments--Net:
    Realized Gain--Net ......................................          7,580
    Change in Unrealized
      Appreciation ..........................................         15,853
                                                                    --------
Net Realized Gain and Change in
  Unrealized Appreciation
  on Investments ............................................         23,433
                                                                    --------
Net Increase in Net Assets
  from Operations ...........................................       $ 26,269
                                                                    ========


See Notes to Financial Statements.


- --------------------------------------------------------------------------------
10
<PAGE>


                                                The Value Line Income Fund, Inc.

Statement of Changes in Net Assets
for the Years Ended December 31, 1997 and 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              1997             1996
                                                                            -------------------------
                                                                              (Dollars in thousands)
<S>                                                                         <C>              <C>     
Operations:
  Investment income--net...............................................     $  2,836         $  4,572
  Realized gain on investments--net....................................        7,580           20,267
  Change in unrealized appreciation....................................       15,853             (720)
                                                                            -------------------------
  Net increase in net assets from operations...........................       26,269           24,119
                                                                            -------------------------

Distributions to Shareholders:
  Investment income--net...............................................       (2,890)          (4,513)
  Realized gain from investment transactions--net......................      (10,288)         (18,405)
  In excess of realized gain from investment transactions..............         (489)              --
                                                                            -------------------------
  Total distributions..................................................      (13,667)         (22,918)
                                                                            -------------------------

Capital Share Transactions:
  Net proceeds from sale of shares.....................................        6,835            5,076
  Net proceeds from reinvestment of distributions to shareholders......       11,110           18,660
  Cost of shares repurchased...........................................      (17,280)         (22,050)
                                                                            -------------------------
  Increase from capital share transactions.............................          665            1,686
                                                                            -------------------------

Total Increase ........................................................       13,267            2,887

Net Assets:
  Beginning of year....................................................      147,193          144,306
                                                                            -------------------------
  End of year..........................................................     $160,460         $147,193
                                                                            =========================

Undistributed Investment Income--net,
  at end of year ......................................................     $     12         $     66
                                                                            =========================
</TABLE>


See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                                              11
<PAGE>


The Value Line Income Fund, Inc.

Notes to Financial Statements

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

1. Significant Accounting Policies

The Value Line Income Fund, Inc. (the "Fund") is registered under the Investment
Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end  management
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 preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.  The following is a summary of
significant  accounting  policies  consistently  followed  by  the  Fund  in the
preparation of its financial statements.

(A)  Security  Valuation.   Securities  listed  on  a  securities  exchange  and
over-the-counter  securities  traded on the NASDAQ national market are valued at
the  closing  sales  prices 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 value.

The  Board of  Directors  has  determined  that the  value  of bonds  and  other
fixed-income  securities be  calculated  on the  valuation  date by reference to
valuations  obtained  from  an  independent  pricing  service  which  determines
valuations  for  normal  institutional-size  trading  units of debt  securities,
without exclusive  reliance upon quoted prices.  This service takes into account
appropriate  factors  such as  institutional-size  trading in similar  groups of
securities,  yield,  quality,  coupon  rate,  maturity,  type of issue,  trading
characteristics and other market data in determining valuations.

(B)  Repurchase  Agreements.  In  connection  with  transactions  in  repurchase
agreements,  the Fund's custodian takes possession of the underlying  collateral
securities,  the value of which exceeds the principal  amount of the  repurchase
transaction,  including  accrued  interest.  To the extent  that any  repurchase
transaction   exceeds  one  business  day,  the  value  of  the   collateral  is
marked-to-market  on a daily basis to ensure the adequacy of the collateral.  In
the event of default of the obligation to repurchase,  the Fund has the right to
liquidate  the  collateral  and  apply  the  proceeds  in  satisfaction  of  the
obligation.  Under certain circumstances,  in the event of default or bankruptcy
by the  other  party  to the  agreement,  realization  and/or  retention  of the
collateral or proceeds may be subject to legal proceedings.

(C)  Federal  Income  Taxes.  It  is  the  Fund's  policy  to  comply  with  the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies,  including  the  distribution  requirements  of the Tax Reform Act of
1986,  and to  distribute  all  of  its  taxable  income  to  its  shareholders.
Therefore, no federal income tax or excise tax provision is required.

(D) Security Transactions and Distributions. Security transactions are accounted
for on the date the securities are purchased or sold. Interest income is accrued
as earned.  Realized  gains and losses on sales of securities are calculated for
financial  accounting  and federal  income tax purposes on the  identified  cost
basis.  Dividend income and  distributions  to shareholders  are recorded on the
ex-dividend  date.  Distributions  are determined in accordance  with income tax
regulations which may differ from generally accepted accounting principles.

(E) Amortization.  Discounts on debt securities are amortized to interest income
over the life of the security with a  corresponding  increase to the  security's
cost basis; premiums on debt securities are not amortized.


- --------------------------------------------------------------------------------
12
<PAGE>


                                                The Value Line Income Fund, Inc.

                                                               December 31, 1997

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

2.   Capital Share Transactions, Dividends and Distributions to Shareholders

Transactions  in capital  stock were as follows (in  thousands  except per share
amounts):

                                                             1997           1996
                                                           ---------------------
Shares sold ......................................            853            656
Shares issued to shareholders
  in reinvestment of dividends
  and distributions ..............................          1,444          2,497
                                                           ---------------------
                                                            2,297          3,153
Shares repurchased ...............................          2,158          2,767
                                                           ---------------------
Net increase .....................................            139            386
                                                           =====================
Dividends per share from
  net investment income ..........................         $  .15         $  .24
                                                           =====================
Distributions per share from
  net realized gains .............................         $.5705         $ 1.03
                                                           =====================

3.   Purchases and Sales of Securities

Purchases and sales of investment  securities,  excluding short-term securities,
were as follows:

                                                                       1997
                                                                  --------------
                                                                  (in thousands)
PURCHASES:
Investment Securities ......................................         $88,949
                                                                     =======
SALES & REDEMPTIONS:
U.S. Treasury and Government
  Agency Obligations .......................................         $   542
Other Investment Securities ................................          76,379
                                                                     -------
                                                                     $76,921
                                                                     =======

At December 31, 1997 the aggregate cost of investment  securities and repurchase
agreements  for federal  income tax purposes  was  $126,553,000.  The  aggregate
appreciation  and  depreciation of investments at December 31, 1997,  based on a
comparison of investment values and their costs for federal income tax purposes,
was $36,395,000 and $1,896,000, respectively, resulting in a net appreciation of
$34,499,000.

Permanent  book-tax  differences  relating  to  shareholder   distributions  are
reclassified  within the composition of net asset accounts.  In the current year
distributions  in  excess  of  realized  gain from  investment  transactions  of
$489,000 were  reclassified  to paid-in  capital.  Net  investment  income,  net
realized  gain,  and net  assets  were not  affected  by this  reclassification.

Realized losses incurred after October 31, if so elected by the Fund, are deemed
to arise on the first day of the  following  fiscal year.  The Fund incurred and
elected to defer losses of approximately  $41,000.  To the extent future capital
gains  are  offset  by  such  capital  losses,  the  Fund  does  not  anticipate
distributing  any  such  gains  to  the  shareholders.  

4.   Investment  Advisory  Contract,   Management  Fees  and  Transactions  With
     Affiliates

An  advisory  fee of  $1,070,000  was paid or payable to Value Line,  Inc.,  the
Fund's investment adviser ("Adviser), for the year ended December 31, 1997. This
was  computed at an annual rate of .70% of the first $100  million of the Fund's
average daily net assets plus .65% on the excess thereof,  and paid monthly. The
Adviser provides research, investment programs and supervision of the investment
portfolio and pays costs of administrative  services,  office space,  equipment,
and  compensation  of  administrative,   bookkeeping,   and  clerical  personnel
necessary  for  managing  the  affairs of the Fund.  The Adviser  also  provides
persons,  satisfactory to the Fund's Board of Directors,  to act as officers and
employees  of the Fund and pays their  salaries  and  wages.  The Fund bears all
other costs and expenses.

Certain  officers and directors of the Adviser and its wholly owned  subsidiary,
Value  Line   Securities,   Inc.  (the  Fund's   distributor  and  a  registered
broker/dealer),  are also  officers and a director of the Fund.  During the year
ended December 31, 1997, the Fund paid brokerage  commissions  totalling $75,226
to the distributor, which clears its transactions through unaffiliated brokers.

The Adviser  and/or  affiliated  companies  owned  209,288  shares of the Fund's
capital stock, representing 1.0% of the outstanding shares at December 31, 1997.


- --------------------------------------------------------------------------------
                                                                              13
<PAGE>


The Value Line Income Fund, Inc.

Financial Highlights

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

Selected data for a share of capital stock outstanding throughout each year:

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                --------------------------------------------------------------------------
                                                  1997              1996              1995           1994          1993
                                                --------------------------------------------------------------------------
<S>                                             <C>               <C>               <C>            <C>            <C>     
Net asset value, beginning of year ..........   $   7.37          $   7.37          $   6.21       $   6.77       $   7.29
                                                --------------------------------------------------------------------------
                                                                                                                 
  Income (loss) from investment operations:                                                                      
    Net investment income ...................        .15               .24               .25            .21            .21
    Net gains or losses on securities                                                                            
      (both realized and unrealized) ........       1.18              1.03              1.36           (.51)           .38
                                                --------------------------------------------------------------------------
    Total from investment operations ........       1.33              1.27              1.61           (.30)           .59
                                                --------------------------------------------------------------------------
                                                                                                                 
  Less distributions:                                                                                            
    Dividends from net investment income ....       (.15)             (.24)             (.25)          (.21)          (.22)
    Distributions from capital gains ........       (.54)            (1.03)             (.20)          (.05)          (.89)
    Distributions in excess of realized gains       (.03)               --                --             --             --
                                                --------------------------------------------------------------------------
    Total distributions .....................       (.72)            (1.27)             (.45)          (.26)         (1.11)
                                                --------------------------------------------------------------------------
                                                                                                                 
Net asset value, end of year ................   $   7.98          $   7.37          $   7.37       $   6.21       $   6.77
                                                ==========================================================================
                                                                                                                 
Total return ................................      18.55%            17.38%            26.24%        -4.36%           8.26%
                                                ==========================================================================
                                                                                                                 
Ratios/Supplemental Data:                                                                                        
Net assets, end of year (in thousands) ......   $160,460          $147,193          $144,306       $131,644       $162,335
Ratio of operating expenses to                                                                                   
  average net assets ........................        .87%(1)           .93%(1)           .93%           .90%           .88%
Ratio of net investment income to                                                                                
  average net assets ........................       1.82%             3.08%             3.48%          3.29%          2.82%
Portfolio turnover rate .....................         54%               83%               76%            56%           165%
Average commissions paid per share of                                                                            
common stock investments purchased/sold .....   $  .0493          $  .0490(2)                                    
</TABLE>

(1)  Before offset of custody credits.

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



See Notes to Financial Statements


- --------------------------------------------------------------------------------
14
<PAGE>


                                                The Value Line Income Fund, Inc.

                                               Report of Independent Accountants

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

To the Shareholders and Board of Directors
of The Value Line Income Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial  position of The Value Line Income Fund, Inc.
(the "Fund") at December 31, 1997,  the results of its  operations  for the year
then  ended,  the  changes  in its net  assets  for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the  period  then  ended,  in  conformity  with  generally  accepted  accounting
principles.  These  financial  statements  and financial  highlights  (hereafter
referred to as  "financial  statements")  are the  responsibility  of the Fund's
management,  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements in accordance  with  generally  accepted  auditing  standards,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of  securities  at December  31, 1997 by  correspondence  with the
custodian and brokers and the  application  of alternative  auditing  procedures
where  confirmations from brokers were not received,  provide a reasonable basis
for the opinion expressed above.


PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036

February 20, 1998

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

                    SHAREHOLDERS MEETING RESULTS (unaudited)

A special  meeting of  shareholders of The Value Line Income Fund, Inc. was held
on  October  30,  1997.  The  matters  voted  upon by the  shareholders  and the
resulting votes for each matter are presented below.

1.   The  election of six  Directors  to serve until their  successors  are duly
     elected and qualified.

                                Number of Votes:

                                                                        Broker
       Directors                      For            Withheld         Non-Votes*
       ---------                   ----------        ---------        ----------
Jean Bernhard Buttner              12,393,962         256,127             0
John W. Chandler                   12,388,725         261,363             0
Leo R. Futia                       12,350,533         299,555             0
David H. Porter                    12,305,723         344,366             0
Paul Craig Roberts                 12,395,292         254,797             0
Nancy-Beth Sheerr                  12,391,027         259,061             0

2.   Ratification  of the  selection  of  Price  Waterhouse  LLP as  independent
     accountants for the fiscal year ending December 31, 1997.

                                Number of Votes:
                                                                        Broker
        For                 Against              Abstain              Non-Votes*
     ----------             -------              -------              ----------
     12,380,323             79,634               190,131                  0

*    Broker  non-votes are proxies received by the Fund from brokers or nominees
     when the broker or  nominee  neither  has  received  instructions  from the
     beneficial  owner or other persons  entitled to vote nor has  discretionary
     power to vote on a particular matter.


- --------------------------------------------------------------------------------
                                                                              15
<PAGE>


The Value Line Income Fund, Inc.


                         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 of
its 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.

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.


<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
                                  
        CUSTODIAN BANK            State Street Bank and Trust Co.
                                  225 Franklin Street
                                  Boston, MA 02110
                                  
        SHAREHOLDER               State Street Bank and Trust Co.
        SERVICING AGENT           c/o NFDS
                                  P.O. Box 419729
                                  Kansas City, MO 64141-6729
                                  
        INDEPENDENT               Price Waterhouse LLP
        ACCOUNTANTS               1177 Avenue of the Americas
                                  New York, NY 10036
                                  
        LEGAL COUNSEL             Peter D. Lowenstein, Esq.
                                  Two Greenwich Plaza, Suite 100
                                  Greenwich, CT 06830
                                  
        DIRECTORS                 Jean Bernhard Buttner
                                  John W. Chandler
                                  Leo R. Futia
                                  David H. Porter
                                  Paul Craig Roberts
                                  Nancy-Beth Sheerr
                                  
        OFFICERS                  Jean Bernhard Buttner
                                  Chairman and President
                                  Nancy Bendig
                                  Vice President
                                  David T. Henigson
                                  Vice President and
                                  Secretary/Treasurer
                                  Jack M. Houston
                                  Assistant Secretary/Treasurer
                                  Stephen La Rosa
                                  Assistant Secretary/Treasurer
                                  
                      

This report is issued for information of shareholders.  It is not authorized for
distribution  to  prospective  investors  unless  preceded or  accompanied  by a
currently effective prospectus of the Fund (obtainable from the Distributor).


                                                                       VLF712441



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