VALUE LINE CASH FUND INC
N-1/A, 1995-05-25
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<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1995
    

                                                             FILE NO. 2-71066
                                                             FILE NO. 811-2898
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                                 -------------

                                   FORM N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          /X/

                          Pre-Effective Amendment No.                     / /
   

                        Post-Effective Amendment No. 18                      /X/
    
                                      and

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

   
                                Amendment No. 18                             /X/
    
                                  -----------

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

                              220 East 42nd Street
                               New York, New York                10017-5891
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                 (ZIP
CODE)

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

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

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

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

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

        / / immediately upon filing pursuant to paragraph (b)

   
        /X/ on May 1, 1995 pursuant to paragraph (b)
    
        / / 60 days after filing pursuant to paragraph (a)

        / / on (date) pursuant to paragraph (a) of rule 485

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

   
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, 1994 on or about February 10, 1995.
    

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                         THE VALUE LINE CASH FUND, INC.
                                   FORM N-1A
                             CROSS REFERENCE SHEET
                           (AS REQUIRED BY RULE 495)

<TABLE>
<CAPTION>
N-1A ITEM NO.                                                                            LOCATION
----------------                                                          ---------------------------------------
<S>               <C>                                                     <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 Objective 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 Objective 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
    Item 20.      Tax Status............................................  Taxes
    Item 21.      Underwriters..........................................  Not Applicable
    Item 22.      Calculation of Performance Data.......................  Calculation of Yield (Part A);
                                                                            Performance Data
    Item 23.      Financial Statements..................................  Financial Statements
</TABLE>

PART C

    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>

   
THE
VALUE LINE                           PROSPECTUS
CASH FUND, INC.                     May 1, 1995
    

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

            The Value Line Cash Fund, Inc. (the "Fund") is a no-load
            investment  company  whose  investment  objective  is to
            secure  as  high  a  level  of  current  income  as   is
            consistent with liquidity and preservation of capital.

            The  Fund invests in short-term money market instruments
            maturing  in   397   days   or   less--U.S.   government
            securities,    certificates    of    deposit,   bankers'
            acceptances,  commercial  paper,  other  corporate  debt
            obligations--and  in repurchase  agreements with respect
            to U.S. government securities.

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

            AN  INVESTMENT  IN  THE  FUND  IS  NEITHER  INSURED  NOR
            GUARANTEED BY THE U.S. GOVERNMENT.

            SHARES OF THE FUND ARE  OFFERED AT NET ASSET VALUE.  THE
            FUND  ATTEMPTS TO MAINTAIN  A STABLE NET  ASSET VALUE OF
            $1.00 PER SHARE BUT  THERE CAN BE  NO ASSURANCE THAT  IT
            WILL  BE ABLE TO DO SO AT  ALL TIMES. 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,
   1995, 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 COMMISSION  PASSED UPON  THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE  CONTRARY IS A  CRIMINAL
OFFENSE.
<PAGE>
SUMMARY OF FUND EXPENSES

   
<TABLE>
<S>                                                                             <C>
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.............................................................       .40%
  12b-1 Fees..................................................................       None
  Other Expenses..............................................................       .21%
  Total Fund Operating Expenses...............................................       .61%
</TABLE>
    

   
<TABLE>
<CAPTION>
EXAMPLE                                                1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                     -----------  -----------  -----------  -----------
<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:.......   $       6    $      20    $      34    $      76
</TABLE>
    

   
    The foregoing is  based upon the  expenses for the  year ended December  31,
1994, 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
<PAGE>
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, 1994, 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 also appear  in the Fund's Annual
Report to Shareholders available from the Fund without charge.
    
   
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                       ----------------------------------------------------------------------------------------------------------
                         1994       1993       1992       1991       1990       1989       1988       1987       1986      1985
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- ---------
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>
Net asset value,
  beginning of year....   $1.000     $1.000     $1.000     $1.000     $1.000     $1.000     $1.000     $1.000     $1.000    $1.000
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- ---------
  Net investment
    income.............     .037       .031       .037       .059       .079       .091       .074       .063       .065      .079
  Dividends from net
    investment income..    (.037)     (.031)     (.037)     (.059)     (.079)     (.091)     (.074)     (.063)     (.065)    (.079)
  Net realized loss on
    securities.........    (.005)    --         --         --         --         --         --         --         --        --
  Voluntary capital
    contribution from
    Adviser............     .005     --         --         --         --         --         --         --         --        --
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- ---------
  Changes in net asset
    value..............   --         --         --         --         --         --         --         --         --        --
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- ---------
Net asset value,
  end of year..........   $1.000     $1.000     $1.000     $1.000     $1.000     $1.000     $1.000     $1.000     $1.000    $1.000
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- ---------
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- ---------
Total return...........   3.69%*      3.06%      3.74%      5.89%      7.91%      9.05%      7.36%      6.46%      6.52%     7.92%
Ratios/Supplemental
  Data:
Net assets, end of year
  (in thousands)....... $341,632   $345,769   $415,190   $438,218   $499,203   $578,348   $596,482   $576,367   $461,076  $451,985
Ratio of expenses to
  average net assets...     .61%      0.60%      0.60%      0.58%      0.65%      0.64%      0.65%      0.72%      0.76%     0.79%
Ratio of net investment
  income to average net
  assets...............    3.63%      3.02%      3.67%      5.74%      7.57%      8.68%      7.14%      6.32%      6.29%     7.61%
<FN>
------------------------------
* The total  return  for  1994  reflects  the  effect  of  a  voluntary  capital
  contribution  from the  Adviser. Without  such contribution,  the total return
  would have been 3.19%.

</TABLE>
    
INVESTMENT OBJECTIVE AND POLICIES
    The Fund's investment objective is to seek as high a level of current income
as is  consistent  with  preservation  of  capital  and  liquidity.  The  Fund's
investment  objective cannot be changed  without shareholder approval. There can
be no assurance that the Fund will achieve its investment objective.

BASIC INVESTMENT STRATEGY

    The Fund invests  only in short-term  instruments (maturing in  397 days  or
less) and primarily invests in:

    (1) U.S. government obligations such as U.S. Treasury bills, notes or bonds,
and  obligations of agencies or instrumentalities of the U.S. government such as
the Federal Home  Loan Banks, the  Federal Land Banks,  or the Federal  National
Mortgage Association.

                                        3
<PAGE>
    (2)  Obligations (including certificates of deposit and bankers acceptances)
of: (a) banks or savings and loan associations subject to regulation by the U.S.
government (including  foreign branches  of such  banks), generally  limited  to
institutions  with a net worth  of at least $100 million  and to banks where the
bank or its holding company carries a Value Line financial strength rating of at
least "A" (the  third highest of  nine rating  groups) or (b)  U.S. branches  of
foreign  banks, limited to institutions having total  assets of not less than $1
billion or its equivalent.

    (3) Instruments fully secured  or collateralized by  the type of  obligation
described in the preceding paragraphs.

    (4)  Commercial paper issued  by corporations maturing  within 397 days from
the day of purchase  and rated Prime-2 or  better by Moody's Investors  Service,
Inc.  ("Moody's") or A-2 or better by Standard & Poor's Corporation ("Standard &
Poor's"), or issued by corporations  having unsecured debt outstanding which  is
rated at least Aa by Moody's or AA by Standard & Poor's.

    (5)  Other debt instruments issued by  corporations maturing within 397 days
from the day of purchase and  rated at least Aa by  Moody's or AA by Standard  &
Poor's.

See  the Statement  of Additional  Information for  an explanation  of the Value
Line, Moody's and Standard & Poor's ratings.

    The Fund  may  also purchase  variable  or floating  rate  instruments  with
periodic demand features referred to as "liquidity puts."

    The  Fund will  limit its portfolio  investments to  U.S. dollar denominated
instruments that its Board of Directors determines present minimal credit  risks
and  which  are  "Eligible Securities"  at  the  time of  acquisition.  The term
Eligible Securities includes securities rated by the Requisite NRSROs in one  of
the  two highest  short-term rating  categories (highest  rating is  "First Tier
Securities"), securities of issuers that have received such rating with  respect
to   other  short-term  debt  securities   and  comparable  unrated  securities.
"Requisite NRSROs" means  (a) any two  nationally recognized statistical  rating
organizations ("NRSROs") that have issued a rating with respect to a security or
class  of debt obligations of an issuer, or (b) one NRSRO, if only one NRSRO has
issued a rating with  respect to such  security or issuer at  the time the  Fund
purchases the security. If the Fund acquires securities that are unrated or that
have  been rated by a single NRSRO, the acquisition must be approved or ratified
by the Board of Directors.

    The Fund may not invest more than  5% of its total assets in the  securities
of  any one  issuer, except  for obligations  issued or  guaranteed by  the U.S.
Government, its agencies  or instrumentalities.  In addition, the  Fund may  not
invest  more than 5%  of its total  assets in Eligible  Securities that have not
received the highest rating from the Requisite NRSROs and unrated securities  of
comparable  quality ("Second  Tier Securities").  Furthermore, the  Fund may not
invest more than  the greater of  1% of its  total assets or  $1 million in  the
Second Tier Securities of any one issuer.

    Investments  in obligations of a  foreign branch of a  U.S. bank and in U.S.
branches of a foreign bank may subject the Fund to additional investment  risks.
These  risks  may  include  international  and  political  developments, foreign
government restrictions,  foreign  withholding  taxes  or  possible  seizure  or
nationalization  of foreign deposits. In  addition, foreign branches of domestic
banks and  foreign banks  are not  necessarily subject  to the  same  regulatory
requirements  that apply to  domestic banks, such  as reserve requirements, loan
limitations, examinations, accounting and record keeping.

    The Adviser uses  its best  judgment in selecting  investments, taking  into
consideration  rates,  terms and  marketability of  obligations  as well  as the
capitalization, earnings, liquidity and other

                                       4
<PAGE>
indicators of the financial condition of their issuers in arriving at investment
decisions. Due to fluctuations  in the interest rates,  the market value of  the
securities  in the  portfolio may  vary during  the period  of the shareholder's
investment in the Fund. To minimize the effect of changing interest rates on the
net asset value of its shares, the Fund intends to keep the average maturity  of
its holdings to 90 days or less.

    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  Fund has a  fundamental
policy  that it will not enter into  repurchase agreements which will not mature
within seven days if any such investment, together with all other assets held by
the Fund which are not readily marketable, amounts to more than 10% of its total
assets. The Board  of Directors  monitors the creditworthiness  of parties  with
which the Fund enters into repurchase agreements.

INVESTMENT RESTRICTIONS

    The  Fund has adopted a  number of investment restrictions  which may not be
changed without  shareholder  approval.  See "Investment  Restrictions"  in  the
Statement of Additional Information.

CALCULATION OF YIELD

   
    From  time to  time the Fund  advertises its "yield"  and "effective yield."
BOTH YIELD FIGURES  ARE BASED  ON HISTORICAL EARNINGS  AND ARE  NOT INTENDED  TO
INDICATE  FUTURE  PERFORMANCE. The  "yield"  of the  Fund  refers to  the income
generated by an investment in  the Fund over a  seven-day period (stated in  the
advertisement).  This income is then "annualized"; that is, the amount of income
generated by the  investment during that  week is assumed  to be generated  each
week  over a 52-week period and is shown  as a percentage of the investment. The
"effective yield"  is  calculated similarly  but,  when annualized,  the  income
earned  by an investment in the Fund is assumed to be reinvested. The "effective
yield" will  be slightly  higher than  the "yield"  because of  the  compounding
effect  of this assumed reinvestment. The following is an example of the current
yield calculation for the seven day period ended December 31, 1994:
    

   
<TABLE>
<S>                                                                <C>
Value of hypothetical account at end of period...................  $  1.000982
Value of hypothetical account at beginning of period.............     1.000000
                                                                   ------------
Base period return...............................................  $   .000982
                                                                   ------------
CURRENT YIELD (.000982 x (365/7))................................         5.12%
EFFECTIVE ANNUAL YIELD, assuming daily compounding...............         5.25 %
</TABLE>
    

                                       5
<PAGE>
   
    The weighted average life  to maturity of the  Fund's portfolio on  December
31, 1994 was 56 days.
    

    The Fund's yield will fluctuate depending on market conditions, on the type,
quality and maturity of the securities in which it invests, and on its operating
expenses.  Investors should  note that the  investment results of  the Fund will
vary over time, and any presentation of  the Fund's yield for any period  should
not  be considered as a representation of what an investment may earn or what an
investor's yield may be in any future period.

    Comparative performance  information  may  be  used from  time  to  time  in
advertising  or  marketing  shares  of  the  Fund,  including  data  from Lipper
Analytical Services, Inc. and other  industry or financial publications such  as
Kiplinger's  Personal  Finance,  Money Magazine,  Financial  World, Morningstar,
Personal Investors, Forbes, Fortune,  Business Week, Investor's Business  Daily,
Wall Street Journal, Donoghue, and Barron's.

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 a majority 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 $4  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
0.4% of  the  Fund's  average  daily  net  assets  during  the  year.  For  more
information  about the Fund's management fees  and expenses, see the "Summary of
Fund Expenses" on page 2.

CALCULATION OF NET ASSET VALUE

    The net asset value of the Fund's shares is determined once daily as of  the
close  of trading of the first session 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 adding the  fair value of  all securities, cash  or other assets,
subtracting liabilities, dividing the

                                       6
<PAGE>
remainder by the number  of shares outstanding and  adjusting the result to  the
nearest full cent per share. It is the policy of the Fund to attempt to maintain
a  net asset value of $1.00 per share  for purposes of sales and redemptions but
attainment of this objective is not guaranteed.

    The securities held by the  Fund are valued on  the basis of amortized  cost
which  does  not take  into  account unrealized  capital  gains or  losses. This
involves valuing  an  instrument at  cost  and thereafter  assuming  a  constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating  interest rates  on the market  value of the  instrument. While this
method provides certainty in  valuation, it may result  in periods during  which
value,  as determined by amortized  cost, is higher or  lower than the price the
Fund would receive if it sold the instrument. Thus, if the use of amortized cost
by the Fund resulted in a lower aggregate portfolio value on a particular day, a
prospective investor in the Fund would be able to obtain a somewhat higher yield
than would result from investment in a fund utilizing solely market values,  and
existing  investors  in  the  Fund would  receive  less  investment  income. The
converse would apply in a period of rising interest rates.

HOW TO BUY SHARES

    Shares of the Fund are sold at net asset value next determined after receipt
and acceptance  by  National  Financial Data  Services,  Inc.,  the  Shareholder
Servicing Agent ("NFDS") of a purchase order and payment in federal funds. There
are  no  sales  charges. Payments  transmitted  to  NFDS by  check  are normally
converted to federal  funds within two  business days following  receipt if  the
check is drawn on a member bank of the Federal Reserve System.

    Dealers  in the  securities in  which the  Fund will  invest usually require
immediate payment in federal funds (which  are monies held by a commercial  bank
on deposit in one of the branch banks of the Federal Reserve System). Therefore,
a  payment by a Fund  shareholder for his shares cannot  be invested until it is
converted into federal funds. When such  payments are made available in  federal
funds  prior to 4:00 p.m. New York time,  a share purchase order will be entered
at the price  determined as of  such close  and income dividends  on the  shares
purchased  will begin on the day following such investment. During the period of
time prior to  the receipt  of federal  funds an  investor's money  will not  be
invested.

    You  may make your initial  and subsequent investments of  $1,000 or more by
mail, by wire or through your broker-dealer. Additional investments of less than
$1,000 (minimum $100)  can only be  made by mail.  In order to  assure that  the
$1,000  minimum  for an  initial investment  is not  circumvented, the  Fund may
refuse to effect a transfer  from one account to another  if any account with  a
value  of less than $1,000  would result. The Fund may  refuse any order for the
purchase of shares. Share  certificates will not  be issued unless  specifically
requested in writing.

    MAIL:   Send  your check  to Value  Line Funds,  c/o NFDS,  P.O. Box 419729,
Kansas City, MO 64141-6729.  The check should be  made payable to  "NFDS-Agent",
and initial investments should be accompanied by a completed and signed purchase
application.

                 IMPORTANT:  Shares purchased by  check may not
                 be  redeemed  until  the  Fund  is  reasonably
                 assured of the final collection of such check,
                 currently determined to be up to 15 days.

                                       7
<PAGE>
    WIRE  PURCHASE:  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
    The Value Line Cash Fund, Inc.
    A/C # ________________________
    Shareholder 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.

    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.

    BROKER/DEALERS:  If  you wish,  you may  purchase or  redeem shares  through
registered   broker-dealers   other   than   through   Value   Line  Securities.
Broker-dealers who process such orders for their customers may charge a fee  for
these   services.  Broker-dealers  are  responsible  for  promptly  transmitting
purchase and redemption orders to the Fund.

DIVIDENDS, DISTRIBUTIONS AND TAXES

    The Fund earns interest daily on  its investments and will distribute  daily
all  of its net investment income. Net short-term capital gains, if any, will be
distributed once a year. Distributions are paid on each day the Fund is open for
business. Earnings for Saturdays, Sundays, and  holidays are paid as a  dividend
on  the  next  business day.  All  distributions are  automatically  credited to
shareholder accounts as  reinvestments in  additional Fund shares  at net  asset
value  on the day declared. If cash is desired, investors may so indicate in the
appropriate section of the application.

    The Fund intends to  continue to qualify as  a regulated investment  company
under  the Internal Revenue Code. By so  qualifying the Fund will not be subject
to federal income  taxes to the  extent that it  distributes its net  investment
income  and net realized  capital gains. Distributions  of net investment income
and net realized short-term capital gains are, however, taxable to  shareholders
as  ordinary income, whether such distributions  are taken in cash or reinvested
in additional Fund shares. No portion of such distributions will be eligible for
the dividends-received deduction for corporate shareholders.

    A statement of all transactions, including shares accumulated from dividends
and capital gains  distributions, is  mailed to each  shareholder quarterly  and
information as to the tax status of the distributions is given annually.

                                       8
<PAGE>
HOW TO REDEEM SHARES

    Any  shareholder may redeem his shares  by writing to the Fund's Shareholder
Servicing Agent  (NFDS).  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
name 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.  A  signature
guarantee  is  not required  if  you instructed  NFDS  on your  initial purchase
application to send redemption proceeds to a pre-designated bank.

    The redemption will be made at the net asset value per share next determined
following receipt of the  request in good order.  Payment will normally be  made
within  one business day of a redemption  required, but in no event may payments
be made later than seven  days after receipt, in good  order, of the request.  A
check  for the  redemption proceeds will  be mailed within  seven days following
receipt of  all required  documents.  However, payment  may be  postponed  under
unusual circumstances such as when normal trading is not taking place on the New
York  Stock Exchange. The proceeds of any redemptions will not be sent until the
check (including a certified  or cashier's check) used  for investment has  been
cleared  for payment by the investor's bank. 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.

    Due to the high cost of maintaining smaller accounts, the Board of Directors
may  authorize the  Fund to close  shareholder accounts where  their values fall
below $500 thirty days after each such shareholder account is mailed a notice to
that effect. During  the 30-day period,  the shareholder may  raise the  account
level to $500 to avoid having the account closed.

    BY  TELEPHONE  OR  WIRE.    You  may  redeem  shares  by  telephone  or wire
instructions to NFDS by so indicating  on the initial application. Payment  will
normally   be  transmitted  on  the  business  day  following  receipt  of  your
instructions to  the bank  account at  the member  bank of  the Federal  Reserve
System  you have  designated on  your initial  purchase application.  Heavy wire
traffic, however, may delay its arrival  until after public hours at your  bank.
Telephone  or wire  redemptions must be  in amounts  of $1,000 or  more and your
instructions must  include your  name and  account number.  The number  to  call
before  the close of business on the  New York Stock Exchange is 1-800-243-2729.
The Fund employs reasonable procedures to confirm that instructions communicated
by telephone  are  genuine. These  procedures  include requiring  some  form  of
personal identification prior to acting upon instructions received by telephone.
The Fund will not be liable for following instructions communicated by telephone
that  it  reasonably believes  to  be genuine.  Any loss  will  be borne  by the
investor. Procedures for redeeming Fund shares  by telephone may be modified  or
terminated without notice at any time by the Fund.

    BY  CHECK.  You may elect this method  of redemption by so indicating on the
initial application and you will be provided  a supply of checks by NFDS.  These
checks may be made payable to the

                                       9
<PAGE>
order  of any person in any amount of $500 or more. When your check is presented
for payment, the  Fund will redeem  a sufficient number  of full and  fractional
shares in your account to cover the amount of the check. Checks will be returned
unpaid if there are insufficient shares to meet the withdrawal amount.

    This  method of redemption requires that your  shares must remain in an open
account and that no  share certificates are issued  and outstanding. You  cannot
close  your account through the issuance of a check because the exact balance at
the time your check clears  will not be known when  you write the check.  Checks
are free but NFDS will impose a $5 fee for stopping payment of a check upon your
request  or if NFDS  cannot honor the  check due to  insufficient or uncollected
funds or other valid reasons.

    If you use  this privilege you  will be  required to sign  a signature  card
which  will  subject you  to State  Street  Bank and  Trust Company's  rules and
regulations governing checking accounts. The  authorization form which you  must
sign  also contains a provision  relieving the bank, NFDS,  the Fund, Value Line
Securities and  the Adviser  from liability  for  loss, if  any, which  you  may
sustain  arising out  of a non-genuine  instruction pursuant  to this redemption
feature. Any additional  documentation required to  assure a genuine  redemption
must  be maintained on file with NFDS in  such a current status as NFDS may deem
necessary. A new form properly signed and with the signatures guaranteed must be
received and accepted by NFDS before authorized redemption instructions  already
on file with NFDS can be changed.

    An  additional  supply  of  checks will  be  furnished  upon  request. There
presently is no charge to the  shareholder for these checks or their  clearance.
However,  the Fund and NFDS reserve the  right to make reasonable charges and to
terminate or modify any or all of the services in connection with this privilege
at any time and without prior notice.

    IMPORTANT: Shares purchased by check may  not be redeemed until the Fund  is
reasonably  assured of the final collection  of such check, currently determined
to be up to 15 days.

INVESTOR SERVICES

    VALU-MATIC-REGISTERED TRADEMARK-.   The Fund offers  a free,  pre-authorized
check  service to its  shareholders through which monthly  investments of $25 or
more are  automatically  made  into  the  shareholder's  Fund  account.  Further
information regarding this service can be obtained from Value Line Securities by
calling 1-800-223-0818.

    THE  VALUE LINE MONTHLY INVESTMENT PLAN (THE "MIP").  The Fund offers a free
service to  its  shareholders through  which  monthly investments  may  be  made
automatically  into  the  shareholder's  Fund account.  The  MIP  is  similar to
Valu-Matic (see  "Investor Services--Valu-Matic")  in that  the shareholder  can
authorize  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. Under  the
MIP,  the Fund's minimum  initial investment of  $1,000 will be  waived. The MIP
requires a minimum investment of $40 per month for the purchase of Fund  shares.
The  Fund reserves the  right to close an  account in the event  that the MIP is
discontinued by the shareholder before the  account reaches $1,000 in value,  at
the  then current net  asset value. The  shareholder will then  have thirty days
after receipt of written notice to increase the account to the minimum required,
or to reactivate the MIP, in order to avoid

                                       10
<PAGE>
having the account closed. To establish the MIP option, complete the appropriate
sections of the Account Application, and  include a voided, unsigned check  from
the  bank account  to be  debited. The  Fund reserves  the right  to discontinue
offering the MIP at anytime.

    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,
without cost. Shares of those  other funds with a net  asset value of $1,000  or
more  may  likewise  be exchanged  for  shares  of the  Fund  without  cost. The
privilege to exchange Fund shares enables investors to acquire shares in a  fund
with  different investment  objectives when  they believe  that a  shift between
funds is  an  appropriate  investment  decision.  Exchange  of  Fund  shares  is
available  to investors who reside in any State in which the fund being acquired
may legally be sold.

    BY TELEPHONE:  A Telephone Exchange Authorization is provided as part of the
Application accompanying  this  Prospectus.  You may  make  telephone  exchanges
provided that (i) you have elected the telephone exchange option on the original
Application,  (ii) the registration  on the two accounts  will be identical, and
(iii) the shares to be exchanged are not in certificate form. Neither the  Fund,
NFDS  nor  Value Line  Securities will  be responsible  for the  authenticity of
exchange instructions  received by  telephone or  telegraph. NFDS  must  receive
exchange  instructions prior to  4:00 p.m., New  York time, if  the shares to be
purchased are to receive that day's net asset value price. The number to call to
make an exchange is 1-800-243-2729.

    IN WRITING:  Exchange  requests may also  be made in  writing and should  be
sent  to the Fund's Shareholder Servicing Agent, NFDS. If certificates have been
issued to you for the shares to be exchanged they should be submitted with  your
request.

    An  exchange involves a redemption of all or a portion of your shares in the
Fund and the investment of the redemption  proceeds in shares of the other  fund
which  you have selected. The redemption will be  made at the net asset value of
the shares  to  be redeemed  next  determined  after your  exchange  request  is
received  in  proper  order. The  shares  of the  fund  to be  acquired  will be
purchased at  the  net  asset  value  of  those  shares  next  determined  after
acceptance of the purchase order by that fund. However, if shares of one or more
of  these funds are being exchanged for shares of the Fund 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 up to the seventh day following the redemption of
the  shares being  exchanged in  order to enable  the redeeming  fund to utilize
normal securities  settlement procedures  in transferring  the proceeds  of  the
redemption.  To prevent abuse of the  exchange privilege, the Fund also reserves
the right to terminate  the exchange privilege of  any account making more  than
eight  exchanges a  year. (An  exchange OUT of  the Fund  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  shares generally  or  in  any
particular  State without prior notice. Copies of the prospectuses for the other
Value Line  funds may  be obtained  from Value  Line Securities  by  telephoning
1-800-223-0818.  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

                                       11
<PAGE>
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.

    MONTHLY  INCOME  DISTRIBUTIONS.    Investors  may  receive  periodic  income
payments from  the  Fund.  Shares  purchased  each  day  through  the  automatic
reinvestment  of dividends and distributions are  redeemed at net asset value on
the last business day of the month in accordance with the shareholder's request.
Investors may  open  a  plan  by  completing  the  appropriate  portion  of  the
Application.  Payments  under these  plans  will not  result  in a  reduction or
depletion of the shares originally purchased. This periodic payment service  may
be terminated at any time by the investor, the Fund or NFDS.

    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 Maryland in  1979. The Fund has  2 billion authorized shares  of
common  stock, $.10 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, shareholders 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. (NFDS),
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  services 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 in  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  of
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. The Fund is available to investors only through
the purchase of  Guardian Investor, a  tax deferred variable  annuity, or  Value
Plus, a variable life insurance policy.
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 presently 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, low-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. The  Fund is available to  investors only through the
purchase of Guardian Investor, a tax deferred variable annuity, or ValuePlus,  a
variable life insurance policy.
1992--THE  VALUE LINE ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND seeks high
current  income  consistent  with  low  volatility  of  principal  by  investing
primarily in adjustable rate U.S. Government securities.
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.

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 E. 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 Objective and Policies..............           3
Investment Restrictions........................           5
Calculation of Yield...........................           5
Management of the Fund.........................           6
Calculation of Net Asset Value.................           6
How to Buy Shares..............................           7
Dividends, Distributions and Taxes.............           8
How to Redeem Shares...........................           9
Investor Services..............................          10
Additional Information.........................          12
</TABLE>

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

   
                                  MAY 1, 1995
    

                                 THE VALUE LINE
                                      CASH
                                   FUND, INC.

                                 (800) 223-0818

                                     [LOGO]
<PAGE>
                         THE VALUE LINE CASH 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, 1995
    
-------------------------------------------------------------------------------

   
    This  Statement of  Additional Information is  not a prospectus  and must be
read in conjunction with the Prospectus of  The Value Line Cash Fund, Inc.  (the
"Fund")  dated May 1,  1995, 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
Investment Restrictions.............................................................  B-2
Directors and Officers..............................................................  B-3
The Adviser.........................................................................  B-5
Brokerage Arrangements..............................................................  B-6
How to Buy Shares...................................................................  B-6
Suspension of Redemptions...........................................................  B-7
Taxes...............................................................................  B-7
Performance Data....................................................................  B-7
Additional Information..............................................................  B-8
Financial Statements................................................................  B-8
Appendix............................................................................  B-9
</TABLE>
    

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

    The investment policies set forth in the Prospectus and in this Statement of
Additional Information  are 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"

                                      B-1
<PAGE>
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.

                            INVESTMENT RESTRICTIONS

    The Fund may not:

        (1)  Purchase  any  security except  those  discussed  under "Investment
    Objective and Policies" in the Prospectus.

        (2) Write, purchase or sell put or call options or combinations  thereof
    or purchase warrants.

        (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  or  mortgage,  pledge or
    hypothecate any assets except  as may be necessary  in connection with  such
    borrowings.   Securities  will   not  be  purchased   while  borrowings  are
    outstanding.

        (4) Engage in the underwriting of securities of other issuers.

        (5) Invest  in real  estate although  the Fund  may purchase  marketable
    securities of issuers which invest in real estate.

        (6) Invest in commodities or commodity 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  including restricted  securities  do  not
    exceed 10% of the Fund's assets.

        (8) Purchase more than 10% of the outstanding debt securities of any one
    issuer.  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.  This  restriction  does not  apply  to  investments  in bank
    obligations or to obligations issued  or guaranteed by the U.S.  government,
    its agencies or instrumentalities.

        (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 .5% of the outstanding
    securities of such issuer, together own more than 5% of such securities.

                                      B-2
<PAGE>
        (13) Issue senior securities except evidences of indebtedness  permitted
    by restriction No. 3 above.

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

        (15) Purchase securities  on margin or  sell short or  participate on  a
    joint and several basis in any trading account in securities.

        (16)  Purchase  oil, gas  or  other mineral  exploration  or development
    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.

                             DIRECTORS AND OFFICERS

   
<TABLE>
<CAPTION>
                            POSITION WITH
NAME, ADDRESS AND AGE       FUND               PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
--------------------------  -----------------  -----------------------------------------
<S>                         <C>                <C>
*Jean Bernhard Buttner      Chairman of the    Chairman, President  and Chief  Executive
Age 60                      Board of           Officer  of  the Adviser  and  Value Line
                            Directors          Publishing, Inc.  Chairman of  the  Value
                            and President      Line funds and the Distributor.
John W. Chandler            Director           Consultant,  Academic Search Consultation
2801 New Mexico Ave, N.W.                      Service,  Inc.  since  1992;  Consultant,
Washington, DC 20007                           Korn/   Ferry  International,  1990-1992.
Age 71                                         Trustee Emeritus and Chairman (1993-1994)
                                               of Duke  University; President  Emeritus,
                                               Williams College.
*Leo R. Futia               Director           Retired   Chairman  and  Chief  Executive
 201 Park Avenue South                         Officer of  The Guardian  Life  Insurance
 New York, NY 10003                            Company  of  America  and  Director since
 Age 75                                        1970. Director (Trustee) of The  Guardian
                                               Insurance   &   Annuity   Company,  Inc.,
                                               Guardian Investor  Services  Corporation,
                                               and the Guardian-sponsored mutual funds.
Charles E. Reed             Director           Retired.  Formerly, Senior Vice President
3200 Park Avenue                               of   General   Electric   Co.;   Director
Bridgeport, CT 06604                           Emeritus  of  People's  Bank, Bridgeport,
Age 81                                         CT.
Paul Craig Roberts          Director           Distinguished  Fellow,  Cato   Institute,
505 S. Fairfax Street                          since  1993;  formerly, William  E. Simon
Alexandria, VA 22320                           Professor of  Political  Economy,  Center
Age 55                                         for  Strategic and International Studies;
                                               Director,  A.  Schulman  Inc.  (plastics)
                                               since 1992.
<FN>
------------------------
*"Interested" director as defined in the Investment Company Act of 1940 (the
"1940 Act").
</TABLE>
    
                                      B-3
<PAGE>
                      DIRECTORS AND OFFICERS--(CONTINUED)

   
<TABLE>
<CAPTION>
                            POSITION WITH
NAME, ADDRESS AND AGE       FUND               PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
--------------------------  -----------------  -----------------------------------------
<S>                         <C>                <C>
John Risner                 Vice President     Portfolio  Manager with the Adviser since
Age 35                                         1992; Assistant  Vice President,  Bankers
                                               Trust Company, 1987-1992.
Charles Heebner             Vice President     Director   of   Fixed  Income   with  the
Age 58                                         Adviser.
David T. Henigson           Vice President,    Compliance Officer and  since 1992,  Vice
Age 37                      Secretary and      President  and  Director of  the Adviser.
                            Treasurer          Director  and  Vice   President  of   the
                                               Distributor.
</TABLE>
    

   
Unless  otherwise indicated, the address for each  of the above is 220 East 42nd
Street, New York, NY.
    

   
    Directors and certain officers of the  Fund are also directors and  officers
of  other investment companies for which the Adviser acts as investment adviser.
Directors who are officers or employees  of the Adviser receive no  remuneration
from the Fund. The following table sets forth information regarding compensation
of  Directors by the Fund and by the  Fund and the twelve other Value Line Funds
of which each  of the Directors  is a director  or trustee for  the fiscal  year
ended  December 31, 1994. 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, 1994
    

   
<TABLE>
<CAPTION>
                                                                                                      TOTAL
                                                                  PENSION OR         ESTIMATED     COMPENSATION
                                                                  RETIREMENT          ANNUAL        FROM FUND
                                                AGGREGATE          BENEFITS          BENEFITS        AND FUND
                                              COMPENSATION      ACCRUED AS PART        UPON          COMPLEX
NAME OF PERSON                                  FROM FUND      OF FUND EXPENSES     RETIREMENT      (13 FUNDS)
-------------------------------------------  ---------------  -------------------  -------------  --------------
<S>                                          <C>              <C>                  <C>            <C>
Jean B. Buttner............................     $     -0-                N/A               N/A      $      -0-
John W. Chandler...........................         2,740                N/A               N/A          35,620
Leo R. Futia...............................         2,740                N/A               N/A          35,620
Charles E. Reed............................         2,740                N/A               N/A          35,620
Paul Craig Roberts.........................         2,740                N/A               N/A          35,620
</TABLE>
    

   
    As of December 31, 1994, 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, New York 10003,  which owned of record  25,447,743 shares of the Fund
(approximately 7.44%  of  the  outstanding  shares) and  the  Adviser  (and  its
affiliates) and the Value Line, Inc. Profit Sharing and Savings Plan which owned
an  aggregate  of 24,163,400  shares,  (approximately 7.07%).  In  addition, the
officers and directors of the  Fund as a group  owned an aggregate of  1,482,619
shares of the Fund (less than 1% of the outstanding shares).
    

                                      B-4
<PAGE>
                                  THE ADVISER
          (SEE ALSO "MANAGEMENT OF THE FUND" IN THE FUND'S PROSPECTUS)

   
    The  investment advisory  agreement between the  Fund and  the Adviser dated
August 10, 1988 provides for an advisory  fee payable monthly at an annual  rate
of  0.4% of the  Fund's average daily  net assets during  the year. During 1992,
1993 and  1994,  the Fund  paid  or accrued  to  the Adviser  advisory  fees  of
$1,840,000, $1,464,000 and $1,395,840, respectively. The Adviser shall reimburse
the  Fund for  expenses (exclusive  of interest,  taxes, brokerage  expenses and
extraordinary expenses) which in  any year exceed the  limits prescribed by  any
State  in which shares of  the Fund are qualified  for sale. Presently, the most
restrictive limitation is  2.5% of the  first $30 million  of average daily  net
assets, 2% of the next $70 million and 1.5% on excess over $100 million.
    

    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  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 14  other investment  companies
constituting  The Value Line  Family of Funds  and furnishes investment advisory
services to private and institutional accounts.
    

    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.  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.

                                      B-5
<PAGE>
                             BROKERAGE ARRANGEMENTS

    Since  it is expected that most purchases made by the Fund will be principal
transactions at net prices,  the Fund will incur  little or no brokerage  costs.
Purchases of portfolio securities from underwriters will include a commission or
concession paid by the issuer to the underwriter and purchases from dealers will
include  the spread between  the bid and  asked prices. The  Fund's policy is to
seek prompt execution at the most favorable prices. Transactions may be directed
to dealers in return for special  research and statistical information, as  well
as  for services rendered by such dealers in  the execution of orders. It is not
possible to place a dollar  value on the special  executions or on the  research
services  received by the Adviser from dealers effecting portfolio transactions.
While any such  research services may  allow the Adviser  to supplement its  own
research  staffs of  other securities  firms, the  Adviser has  advised the Fund
that, in its opinion, the receipt of such research services from others will not
reduce its over-all expenses.

    Since securities with  maturities of less  than one year  are excluded  from
required  portfolio turnover  rate calculations,  the Fund's  portfolio turnover
rate for reporting purposes will be zero.

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

    Shares of the Fund  are purchased at net  asset value next calculated  after
receipt  of a purchase  order and payment  in federal funds.  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 under the Value Line Monthly Investment Plan and  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,  Inc., 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.

    AUTOMATIC PURCHASES.  The Fund offers two free services to its shareholders:
Valu-Matic  Bank Check  Program and Value  Line Monthly  Investment Plan through
which monthly investments  are automatically made  into the shareholder's  Value
Line  account. The Fund's Transfer Agent  debits via automated clearing house or
draws a check each month on  the shareholder's checking account and invests  the
money  in full and fractional shares. The  purchase is confirmed directly to the
shareholder (who will also receive his cancelled check or debit memo each  month
with  his bank statement).  The required forms  to enroll in  these programs are
available upon request from Value Line Securities.

    RETIREMENT PLANS.   Shares of the  Fund may be  purchased as the  investment
medium  for  various tax-sheltered  retirement 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.

                                      B-6
<PAGE>
                           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 in the  markets the Fund normally
utilizes 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 U.S. 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).  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.

   
    For Federal income tax purposes the Fund had a net capital loss carryover at
December 31, 1994 of approximately $326,000 which will expire in the year  2002.
To  the extent future capital gains are  offset by such capital losses, the Fund
does not anticipate distributing any such gains to the shareholders.
    
    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  or 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-7
<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:

                    T = n is the square root of ERV/P - 1

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


    As  stated in the Prospectus,  the Fund may also  quote its current yield in
advertisements and investor communications.

    The Fund's  current yield  and  total return  may  be compared  to  relevant
indices, including U.S. domestic and international taxable bond indices and data
from Lipper Analytical Services, Inc. or Standard & Poor's Indices. From time to
time,  evaluations of the Fund's performance  by independent sources may also be
used in advertisements and  in information furnished  to present or  prospective
investors in the Fund.

    Investors should note that the investment results of the Fund will fluctuate
over  time, and any presentation of the Fund's current yield or 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 or  yield may  be in  any future
period.

                             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 auditing and accounting.
    

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, 1994,
including the financial  highlights for  each of the  five fiscal  years in  the
period  ended  December  31,  1994,  appearing  in  the  1994  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  1994  Annual  Report  to  Shareholders  is  enclosed  with  this
Statement of Additional Information.
    

                                      B-8
<PAGE>
                                    APPENDIX

DESCRIPTION OF SHORT-TERM INSTRUMENTS

    The  types  of instruments  that  will form  the  major part  of  the Fund's
investments are described below:

    U.S. GOVERNMENT  AGENCY  SECURITIES:   Federal  agency securities  are  debt
obligations   which  principally  result  from  lending  programs  of  the  U.S.
government. Housing  and  agriculture  have  traditionally  been  the  principal
beneficiaries  of federal programs, and agencies involved in providing credit to
agriculture  and  housing  account  for  the  bulk  of  the  outstanding  agency
securities.

    U.S.  TREASURY BILLS:  U.S. Treasury bills are issued with maturities of any
period up to one year. Three-month  bills are currently offered by the  Treasury
on  a 13-week cycle and are auctioned each  week by the Treasury. Bills are sold
on a discount basis; the difference between the purchase price and the  maturity
value  (or the resale  price if they  are sold before  maturity) constitutes the
interest income for the investor.

    CERTIFICATES OF DEPOSIT:  A certificate  of deposit is a negotiable  receipt
issued  by a bank or savings and loan association in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited plus interest to the bearer
of the receipt on the date specified on the certificate.

    COMMERCIAL PAPER:    Commercial  paper is  generally  defined  as  unsecured
short-term  notes issued  in bearer  form by  large well  known corporations and
finance companies. Maturities on commercial paper range from a few days to  nine
months. Commercial paper is also sold on a discount basis.

    BANKERS'  ACCEPTANCES:    A  bankers'  acceptance  generally  arises  from a
short-term credit arrangement designed to  enable businesses to obtain funds  to
finance  commercial transactions. Generally, an acceptance is a time draft drawn
on a bank by an exporter  or an importer to obtain  a stated amount of funds  to
pay  for specific merchandise. The draft is  then "accepted" by a bank, that, in
effect, unconditionally guarantees to  pay the face value  of the instrument  on
its maturity date.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

    A  Prime rating is  the highest commercial paper  rating assigned by Moody's
Investors Service, Inc. ("Moody's"). Issuers rated Prime are further referred by
use of numbers  1, 2,  and 3  to denote  relative strength  within this  highest
classification. Among the factors considered by Moody's in assigning ratings are
the  following: (1)  evaluation of  the management  of the  issuer; (2) economic
evaluation  of  the  issuer's  industry  or  industries  and  an  appraisal   of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the  issuer's products in  relation to competition  and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings  over
a  period  of ten  years; (7)  financial strength  of a  parent company  and the
relationships which exist with the issuer, and (8) recognition by management  of
obligations  which may be  present or may  arise as a  result of public interest
questions and preparations to meet such obligations.

    Commercial paper rated A  by Standard & Poor's  Corporation ("S&P") has  the
following characteristics as determined by S&P: Liquidity ratios are better than
the industry average. Long-term senior debt rating is A or better. In some cases
BBB  credits may be acceptable. The issuer has access to at least two additional
channels of borrowing. Basic  earnings and cash flow  have an upward trend  with
allowances  made for unusual circumstances.  Typically, the issuer's industry is

                                      B-9
<PAGE>
well established, the issuer has a  strong position within its industry and  the
reliability  and  quality of  management is  unquestioned.  Issuers rated  A are
further referred by use of  numbers 1+, 1, 2 and  3 to denote relative  strength
within the highest classification.

DESCRIPTION OF CORPORATE BOND RATINGS

    Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards.  Together with bonds rated Aaa (Moody's highest rating) they comprise
what are generally known as high-grade bonds. They are rated lower than the best
bonds because margins of  protection may not  be as large  as Aaa securities  or
fluctuation  of protective elements may be of  greater amplitude or there may be
other elements present  which make  the long-term risks  appear somewhat  larger
than in Aaa securities.

    Bonds  rated AA by S&P are judged  by S&P to be high-grade obligations, and,
in the majority of instances, to differ  only in small degree from issues  rated
AAA.  Bonds rated AAA are considered by  S&P to be highest grade obligations and
possess the ultimate degree of protection as to principal and interest. Here, as
with AAA bonds, prices move with the long-term money market.

DESCRIPTION OF VALUE LINE FINANCIAL STRENGTH RATINGS

    A Value Line Financial Strength  rating of A++, A+  or A indicates that  the
company  is within the financially strongest one-third among approximately 1,700
companies followed by The  Value Line Investment Survey.  The ratings are  based
upon computer analysis of a number of key variables that determine (a) financial
leverage,  (b) business risk  and (c) company  size plus the  judgment of senior
analysts regarding factors  that cannot be  quantified across-the-board for  all
stock.  The  primary  variables  that are  indexed  and  studied  include equity
coverage of  debt, equity  coverage of  intangibles, "quick  ratio",  accounting
methods,  variability of return,  quality of fixed  charge coverage, stock price
stability, and company size.

                                      B-10
<PAGE>
                         THE VALUE LINE CASH 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 10 years in the period ended
          December 31, 1994
    

   
        Incorporated by reference in Part B of this Registration Statement:*
         Schedule of Investments at December 31, 1994
        Statement of Assets and Liabilities at December 31, 1994
        Statement of Operations for the year ended December 31, 1994
        Statement of Changes in Net Assets for the years ended
          December 31, 1994 and 1993
        Notes to Financial Statements
        Financial Highlights for each of the five years in the period ended
       December 31, 1994
        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, 1994.
    

    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,  1994,  there  were  19,885  record  holders  of  the
Registrant's Capital Stock ($.10 par value).
    

ITEM 27.  INDEMNIFICATION.

    Incorporated by reference from Post-Effective  Amendment No. 11 (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>
            NAME                  POSITION WITH THE ADVISER                       OTHER EMPLOYMENT
----------------------------  ----------------------------------  ------------------------------------------------
<S>                           <C>                                 <C>
Jean Bernhard Buttner         Chairman of the Board,              Chairman of the Board and Chief Executive
                              President and Chief Executive       Officer of Arnold Bernhard & Co., Inc.; Chairman
                              Officer                             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             Secretary and Director              Secretary and Treasurer of Arnold Bernhard &
                                                                  Co., Inc.

Harold Bernard, Jr.           Director                            Administrative Law Judge

Arnold Van H. Bernhard        Director                            Self-Employed

William S. Kanaga             Director                            Retired Chairman of the Advisory Board of 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,  including the  Registrant: 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  Adjustable  Rate  U.S.   Government
       Securities Fund, Inc.; Value Line Small-Cap Growth Fund, Inc.; Value Line
       Asset Allocation 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 and   Vice President,
                                  Director             Secretary and Treasurer

Stephen LaRosa                    Asst. Vice           Asst. Treasurer
                                  President
Walter Flood                      Asst. Secretary
</TABLE>
    

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

    (c) Not applicable.

                                      C-3
<PAGE>
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.

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

                       CONSENT OF INDEPENDENT ACCOUNTANTS

   
We  hereby  consent to  the  incorporation by  reference  in the  Prospectus and
Statement of Additional Information,  constituting parts of this  Post-Effective
Amendment  No. 18 to the registration  statement on Form N-1A (the "Registration
Statement"), of our  report dated February  17, 1995 relating  to the  financial
statements  and financial highlights  appearing in the  December 31, 1994 Annual
Report to  Shareholders  of The  Value  Line Cash  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 13, 1995
    

                                      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 this 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 13th day of April, 1995.
    

                                          THE VALUE LINE CASH 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
-----------------------------------------------  -----------------------------------------------  ----------------

<C>                                              <S>                                              <C>
               * JEAN B. BUTTNER                 Chairman, Director,                                April 13, 1995
               (JEAN B. BUTTNER)                   President and Chief
                                                   Executive Officer

              * JOHN W. CHANDLER                 Director                                           April 13, 1995
              (JOHN W. CHANDLER)

                * LEO R. FUTIA                   Director                                           April 13, 1995
                (LEO R. FUTIA)

               *CHARLES E. REED                  Director                                           April 13, 1995
               (CHARLES E. REED)

             * PAUL CRAIG ROBERTS                Director                                           April 13, 1995
             (PAUL CRAIG ROBERTS)

               DAVID T. HENIGSON                 Treasurer; Principal Financial                     April 13, 1995
                                                   and Accounting Officer
              (DAVID T. HENIGSON)
</TABLE>
    

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

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

                                      C-5

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000310012
<NAME> VALUE LINE CASH FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<INVESTMENTS-AT-COST>                          339,302
<INVESTMENTS-AT-VALUE>                         339,302
<RECEIVABLES>                                    3,108
<ASSETS-OTHER>                                     203
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 342,613
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          981
<TOTAL-LIABILITIES>                                981
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       341,910
<SHARES-COMMON-STOCK>                      341,910,043
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                           48
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (326)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   341,632
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               14,780
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,117
<NET-INVESTMENT-INCOME>                         12,663
<REALIZED-GAINS-CURRENT>                         (325)
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           10,788
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       12,615
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        402,557
<NUMBER-OF-SHARES-REDEEMED>                    419,032
<SHARES-REINVESTED>                             12,615
<NET-CHANGE-IN-ASSETS>                         (4,137)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,396
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,117
<AVERAGE-NET-ASSETS>                           348,960
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                   .037
<PER-SHARE-GAIN-APPREC>                         (.005)
<PER-SHARE-DIVIDEND>                            (.037)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                              .005
<PER-SHARE-NAV-END>                              1.000
<EXPENSE-RATIO>                                    .61
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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