VALUE LINE CENTURION FUND INC, 485BPOS, 1997-04-29

VALUE LINE CENTURION FUND INC
485BPOS, 1997-04-29

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As filed with the Securities and Exchange Commission on April 29, 1997.

File No. 2-86337
File No. 811-3835
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
PRE-EFFECTIVE AMENDMENT No. |_|

POST-EFFECTIVE AMENDMENT No. 14 |X|

and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|

AMENDMENT No. 14 |X|

(Check appropriate box or boxes)
------------------------

Value Line Centurion Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
220 East 42nd Street, New York, New York 10017-5891
(Address of Principal Executive Offices) (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), or

|X| on May 1, 1997 pursuant to paragraph (b), or

|_| 60 days after filing pursuant to paragraph (a), or
|_| on (date) pursuant to paragraph (a) of Rule 485.

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

Pursuant to Rule 24f-2(a)(1) under the Investment Company Act of 1940,
Registrant has registered an indefinite number of shares of capital stock under
the Securities Act of 1933. Registrant filed its Rule 24f-2 Notice for the year
ended December 31, 1996 on or about February 28, 1997.

================================================================================

<PAGE>

VALUE LINE CENTURION FUND, INC.
FORM N-1A
CROSS REFERENCE SHEET
(as required by Rule 495)

<TABLE>
<CAPTION>
Form N-1A Item No. Location

Part A (Prospectus)

<S> <C> <C>
Item 1. Cover Page......................................................... Cover

Item 2. Synopsis........................................................... Omitted

Item 3. Condensed Financial Information.................................... Financial Highlights

Item 4. General Description of Registrant.................................. Cover Page; Investment Objective and
Policies; Investment Restrictions;
Additional Information

Item 5. Management of the Fund............................................. Management of
the Trust; Additional Information

Item 6. Capital Stock and Other Securities................................. Dividends, Distributions and Taxes;
Additional Information

Item 7. Purchase of Securities Being Offered............................... Sale and Redemption of Shares;
Calculation of Net Asset Value

Item 8. Redemption and Repurchase of Securities............................ Sale and Redemption of 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....... Sale and Redemption of Shares;
Calculation of Net Asset Value (Part A)

Item 20. Tax Status......................................................... Taxes

Item 21. Underwriters....................................................... Not Applicable

Item 22. Calculation of Performance Data.................................... Performance Information (Part A);
Performance Data

Item 23. Financial Statements............................................... Financial Statements
</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>

PROSPECTUS

May 1, 1997

VALUE LINE CENTURION FUND, INC.
220 East 42nd Street
New York, New York 10017-5891
1-800-223-0818

CONTENTS

PAGE
----
Financial Highlights ....................................................... 2
Investment Objective and Policies .......................................... 2
Investment Restrictions .................................................... 3
Performance Information .................................................... 4
Management of the Fund ..................................................... 4
Calculation of Net Asset Value ............................................. 5
Sale and Redemption of Shares .............................................. 6
Dividends, Distributions and Taxes ......................................... 6
Additional Information ..................................................... 6

Value Line Centurion Fund, Inc. (the "Fund") is an open-end, diversified
management investment company whose primary investment objective is long-term
growth of capital. The Fund's investment adviser is Value Line, Inc. (the
"Adviser"). The Fund's portfolio will usually consist of common stocks ranked 1
or 2 for year-ahead performance by The Value Line Investment Survey, one of the
nation's major investment advisory services.

Shares of the Fund are available to the public only through the purchase of
certain annuity contracts and insurance policies issued by The Guardian
Insurance & Annuity Company, Inc. ("GIAC").

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

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS.

VLCF-1
<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, 1996, and the
related financial statements, have been audited by Price Waterhouse LLP,
independent accountants, whose unqualified report thereon appears in the Fund's
Annual Report to Shareholders which is incorporated by reference in the
Statement of Additional Information. This information should be read in
conjunction with the financial statements and notes thereto which appear in the
Fund's Annual Report to Shareholders available from the Fund without charge.

Year Ended December 31,
-----------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of year .................... $ 24.25 $ 17.83 $ 18.52 $ 20.04 $ 20.83 $ 15.04
---------- ---------- ---------- ---------- ---------- ----------
Income (Loss) from
investment operations:
Net investment
income ..................... .08 .12 .10 .12 .20 .20
Net gains or losses on
securities (both
realized and unrealized) .. 3.71 6.96 (.51) 1.73 1.03 7.65
---------- ---------- ---------- ---------- ---------- ----------
Total from investment
operations ............... 3.79 7.08 (.41) 1.85 1.23 7.85
---------- ---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net
investment income ........ (.12) (.10) (.01) (.12) (.19) (.20)
Distributions from
capital gains ............ (3.09) (.56) (.27) (3.25) (1.83) (1.86)
---------- ---------- ---------- ---------- ---------- ----------
Total dividends and
distributions .............. (3.21) (.66) (.28) (3.37) (2.02) (2.06)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value, end of year . $ 24.83 $ 24.25 $ 17.83 $ 18.52 $ 20.04 $ 20.83
========== ========== ========== ========== ========== ==========
Total return+ ................ 17.34% 40.08% -2.21% 9.21% 5.93% 52.18%
========== ========== ========== ========== ========== ==========
Ratios/Supplemental Data
Net assets, end of year
(in thousands) ............. $ 639,341 $ 525,449 $ 352,745 $ 373,910 $ 347,116 $ 306,589
Ratio of operating expenses to
average net assets ......... .60%(1) .62% .61% .61% .54% .53%
Ratio of net investment income
to average net assets ...... .36% .60% .57% .57% .99% 1.19%
Portfolio turnover rate ...... 141% 114% 122% 118% 83% 81%
Average commissions paid per
share of common stock
investments purchased/sold . $ .049(2) -- -- -- -- --

<CAPTION>
Year Ended December 31,
-------------------------------------------------------
1990 1989 1988 1987
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net asset value, beginning
of year .................... $ 14.55 $ 11.84 $ 11.16 $ 12.41
---------- ---------- ---------- ----------
Income (Loss) from
investment operations:
Net investment
income ..................... .31 .40 .21 .08
Net gains or losses on
securities (both
realized and unrealized) .. .50 3.32 .63 (.26)
---------- ---------- ---------- ----------
Total from investment
operations ............... .81 3.72 .84 (.18)
---------- ---------- ---------- ----------
Less distributions:
Dividends from net
investment income ........ (.32) (.45) (.16) (.18)
Distributions from
capital gains ............ -- (.56) -- (.89)
---------- ---------- ---------- ----------
Total dividends and
distributions .............. (.32) (1.01) (.16) (1.07)
---------- ---------- ---------- ----------
Net asset value, end of year . $ 15.04 $ 14.55 $ 11.84 $ 11.16
========== ========== ========== ==========
Total return+ ................ 5.56% 31.49% 7.58% -2.86%
========== ========== ========== ==========
Ratios/Supplemental Data
Net assets, end of year
(in thousands) ............. $ 172,113 $ 160,209 $ 145,486 $ 195,431
Ratio of operating expenses to
average net assets ......... .54% .55% .55% .56%
Ratio of net investment income
to average net assets ...... 2.19% 2.54% 1.46% .72%
Portfolio turnover rate ...... 56% 46% 210% 216%
Average commissions paid per
share of common stock
investments purchased/sold . -- -- -- --
</TABLE>

(1) Before offset of custody credits.
(2) Disclosure effective for fiscal years beginning on or after 9/1/95.
+ Total returns do not reflect the effects of charges deducted under the
terms of GIAC's variable contracts. Including such charges would reduce the
total returns for all periods shown.

INVESTMENT OBJECTIVE AND POLICIES

The primary investment objective of the Fund is long-term growth of
capital. The Fund's investment objective cannot be changed without shareholder
approval. There can be no assurance that such objective will be achieved as
there are risks in all investments.

VLCF-2
<PAGE>

To achieve its investment objective, at least 90% of the Fund's portfolio
will typically consist of common stocks ranked 1 or 2 for year-ahead relative
performance ("Timeliness") by The Value Line Investment Survey. Under normal
conditions, the Fund will confine its purchases to stocks ranked 1 and the top
100 of the 300 stocks ranked 2. Stocks ranked 2 may be held by the Fund; stocks
that fall in rank below 2 will be sold as soon as practical, although stocks
ranked 1 or 2 may also be sold if the Adviser deems a sale to be advisable.
There are at present 100 stocks ranked 1 and 300 stocks ranked 2. The rankings
for Timeliness reflect the degree to which it is anticipated that a group of
stocks will outperform or underperform the average of all 1,700 stocks in the
Value Line universe in terms of price performance. For defensive purposes, the
Fund may temporarily invest all or part of its assets in fixed-income
securities, including U.S. Government securities, bonds, commercial paper,
repurchase agreements and cash equivalents.

In the selection of securities for purchase or sale, the Adviser relies on
the Value Line Ranking System for Timeliness which has evolved after many years
of research and has been used in substantially its present form since 1965. The
Value Line Ranking System is based upon historical prices and reported earnings,
recent earnings and price momentum and the degree to which the latest reported
earnings deviate from estimated earnings. The Rankings are published weekly in
The Value Line Investment Survey for approximately 1,700 stocks. On a scale of 1
(highest) to 5 (lowest), the Rankings compare an estimate of the probable market
performance of each stock during the coming twelve months relative to all 1,700
stocks under review. The Value Line Rankings are updated weekly to reflect the
most recent information. The Value Line Rankings do not eliminate market risk,
but the Adviser believes that they provide objective standards for the selection
of stocks which can be expected to outperform the market in general over the
next six to twelve months. Reliance upon the 1 and 2 Rankings, whenever
feasible, is a fundamental policy of the Fund which may not be changed without
the specific approval by the vote of a majority of its outstanding shares.
Accordingly, the Fund generally will purchase and hold securities which are
believed to have relatively superior potential for capital appreciation over the
next six to twelve months. Reliance on the Rankings is no assurance that the
Fund will perform more favorably than the market in general over any particular
period.

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 including interest will be at least equal at all times to
the total amount of the repurchase obligation, including the interest factor. In
the event of a bankruptcy or other default of a seller of a repurchase
agreement, the Fund could experience both delays in liquidating the underlying
securities and losses, including: (a) possible decline in the value of the
underlying security during the period while the Fund seeks to enforce its rights
thereto; (b) possible subnormal levels of income and lack of access to income
during this period; and (c) expenses of enforcing its rights. The Board of
Directors of the Fund 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. These are set forth in the Statement of
Additional Information and provide, among other things, that the Fund may not:

VLCF-3
<PAGE>

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

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

PERFORMANCE INFORMATION

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

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

Average
Annual
Total Return
-----------
For the year ended December 31, 1996................ $1,173 17.34%
For the five years ended December 31, 1996.......... $1,859 13.21%
For the ten years ended December 31, 1996........... $4,105 15.17%

Comparative performance information may be used from time to time in
advertising the Fund's shares, including data from Lipper Analytical Services,
Inc. and other industry or financial publications. The Fund may compare its
performance to that of other mutual funds with similar investment objectives and
to stock or other relevant indices. Such performance information may not be
useful for comparative purposes because it does not reflect fees and other
charges deducted from the insurance company's separate account. From time to
time, articles about the Fund regarding its performance or ranking may appear in
national publications such as Kiplinger's Personal Finance, Money Magazine,
Financial World, Morningstar, Personal Investor, Forbes, Fortune, Business Week,
The Vards Report, Wall Street Journal, Investor's Business Daily, Donoghue and
Barron's. Some of these publications may publish their own rankings or
performance reviews of mutual funds, including the Fund. Reference to or
reprints of such articles may be used in the Fund's promotional literature.

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

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.

VLCF-4
<PAGE>

The Adviser. Value Line, Inc. (the "Adviser") serves as the Fund's
investment adviser. The Adviser was organized in 1982 and is the successor to
substantially all of the operations of Arnold Bernhard & Co., Inc.
("AB&Co.").The Adviser was formed as part of a reorganization of AB&Co., a sole
proprietorship formed in 1931 which became a New York corporation in 1946.
AB&Co. currently owns approximately 81% of the outstanding shares of the
Adviser's common stock. Jean Bernhard Buttner, Chairman, President and Chief
Executive Officer of the Adviser, owns all of the voting stock of AB&Co. All of
the non-voting stock is owned by or for the benefit of members of the Bernhard
family and employees and former employees of AB&Co. or the Adviser. The Adviser
currently acts as investment adviser to the other Value Line mutual funds and
furnishes investment advisory services to private and institutional accounts
with combined assets in excess of $5 billion. Value Line Securities, Inc., the
Fund's distributor, is a subsidiary of the Adviser. The Adviser manages the
Fund's investments, provides various administrative services and supervises the
Fund's daily business affairs, subject to the authority of the Board of
Directors. The Adviser is paid a monthly advisory fee at an annual rate of 1
1/42 of 1% of the Fund's average daily net assets during the year. 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. In addition, the Fund has an agreement with GIAC to reimburse GIAC
for certain administrative and shareholder servicing expenses incurred by GIAC
on behalf of the Fund. See note 4 of the notes to the Fund's financial
statements for the year ended December 31, 1996. During fiscal 1996, the Fund
paid management fees amounting to .50% of average net assets.

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

CALCULATION OF NET ASSET VALUE

The net asset value of the Fund's shares for purposes of both purchases
and redemptions is determined once daily as of the close of 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
holidays on which the New York Stock Exchange is closed currently are New Year's
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value per share is determined
by dividing the total value of the investments and other assets of the Fund,
less any liabilities, by the total outstanding shares. Securities listed on a
securities exchange and over-the-counter securities traded on the NASDAQ
national market are valued at the closing sales price on the date as of which
the net asset value is being determined. In the absence of closing sales prices
for such securities and for securities traded in the over-the-counter market,
the security is valued at the midpoint between the latest available and
representative asked and bid prices. Short-term instruments with maturities of
60 days or less at the date of purchase are valued at amortized cost, which
approximates market. Short-term instruments with maturities greater than 60
days, at date of purchase, are valued at the midpoint between the latest
available and representative asked and bid prices, and commencing 60 days prior
to maturity such securities are valued at amortized value. Other assets and
securities for which market valuations are not readily available will be valued
at fair value as the Board of Directors may determine.

VLCF-5
<PAGE>

SALE AND REDEMPTION OF SHARES

The shares of the Fund are offered to GIAC in order to fund certain
separate accounts which support both variable annuity contracts and variable
life insurance policies issued by GIAC. The structure of the Fund, however,
permits variable annuity contractowners and variable life policyowners, within
the limitations described in the appropriate contract or policy, to allocate the
amount under their contract or policy for an investment in shares of the Fund.
(See the prospectus describing the appropriate contract or policy for more
information regarding such allocation.)

It is conceivable that in the future it may be disadvantageous for
variable annuity and variable life insurance separate accounts to invest
simultaneously in the Fund. However, the Fund and GIAC do not currently foresee
any disadvantages to variable annuity contractowners or to variable life
insurance policyowners. The Fund's Board of Directors intends to monitor events
for the existence of any material irreconcilable conflict between or among such
owners, and GIAC will take whatever remedial action may be necessary to resolve
any such conflict.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund intends to distribute its net investment income, if any, and any
net realized capital gains to shareholders annually or more frequently, if
necessary to comply with the Internal Revenue Code. All such dividends or
distributions will be payable in shares of the Fund at the net asset value on
the ex-dividend date. Because the Fund intends to distribute all of its net
investment income and capital gains to shareholders, it is not expected that the
Fund will be required to pay any Federal income taxes.

The Internal Revenue Code and Treasury regulations promulgated thereunder
provide that mutual funds underlying variable annuity contracts and variable
life insurance policies must meet certain diversification requirements in order
to maintain the favorable tax treatment afforded such contracts and policies.
The Adviser will continue to diversify the Fund's investments in accordance with
those requirements.

Since shares of the Fund will be offered to investors only through
variable annuity contracts or variable life insurance policies funded through
separate accounts of GIAC, reference is made to the prospectus relating thereto
for information regarding the Federal income tax treatment accorded
distributions of investment income and capital gains to the separate accounts
pursuant to the terms of the contracts or policies. A person considering
purchasing a contract should also consult with his or her tax advisor before
doing so.

ADDITIONAL INFORMATION

The Fund is an open-end, diversified management investment company
incorporated in Maryland in 1983. The Fund has 50,000,000 authorized shares of
common stock, $1 par value. Each share has one vote with fractional shares
voting proportionately. Shares have no preemptive rights, are freely
transferable, are entitled to dividends as declared by the Directors, and, if
the Fund were liquidated, would receive the net assets of the Fund. The Fund
does not intend to hold routine annual meetings of shareholders. However,
special meetings of

VLCF-6
<PAGE>

shareholders will be held as required by law, for purposes such as
changing fundamental policies or approving an advisory agreement. Shareholder
voting will be conducted in accordance with the procedures set forth in the
section entitled "Voting Rights" in the applicable contract or policy issued by
GIAC.

Shareholders' 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.

Transfer Agent. State Street Bank and Trust Company, Boston, MA, is the
transfer and dividend-paying agent (shareholder servicing agent) for the Fund.

VLCF-7
<PAGE>

(This page intentionally left blank)

<PAGE>

VALUE LINE CENTURION FUND, INC.
220 East 42nd Street, New York, New York 10017-5891
1-800-223-0818

- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1997
- --------------------------------------------------------------------------------

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

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

TABLE OF CONTENTS
Page
----
Investment Objective and Policies...................................... B-1
Investment Restrictions................................................ B-2
Directors and Officers................................................. B-3
The Adviser............................................................ B-5
Brokerage Arrangements................................................. B-6
Sale and Redemption of Shares.......................................... B-7
Taxes.................................................................. B-7
Performance Data....................................................... B-7
Additional Information................................................. B-8
Financial Statements................................................... B-8

INVESTMENT OBJECTIVE AND POLICIES
(See also "Investment Objective and Policies" in the Fund's Prospectus)

General

Value Line Centurion Fund, Inc. (the "Fund") is an open-end, diversified,
management investment company. Its primary investment objective is long-term
growth of capital. To achieve this objective, at least 90% of the Fund's
portfolio will typically consist of common stocks ranked 1 or 2 for year-ahead
relative performance ("timeliness") by The Value Line Investment Survey. The
Fund, however, may temporarily invest all or part of its assets in fixed income
securities, including U.S. Government securities, bonds, commercial paper,
repurchase agreements and cash equivalents.

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

B-1
<PAGE>

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

INVESTMENT RESTRICTIONS

The Fund may not:

(1) Write, purchase or sell puts, calls or combinations thereof.

(2) Borrow money in excess of 10% of the value of its assets and then only
as a temporary measure to facilitate redemptions or for other extraordinary or
emergency purposes or mortgage, pledge or hypothecate any of its assets except
as may be necessary in connection with such borrowings. Securities will not be
purchased while borrowings are outstanding.

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

(4) Invest in real estate, although the Fund may purchase securities of
issuers which engage in real estate operations and of real estate investment
trusts.

(5) Invest in commodities or commodity contracts.

(6) 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 all other illiquid
investments do not exceed 10% of the Fund's assets.

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

(8) Purchase securities of other investment companies.

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

(10) 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.

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

(12) Issue senior securities except evidences of indebtedness permitted by
restriction No. 2 above.

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

B-2
<PAGE>

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

(15) Purchase interests in oil, gas or other mineral exploration or
development programs or leases, except that the Fund may invest in the
securities of companies which operate, invest in or sponsor such programs.

(16) Invest more than 5% of the value of its total assets in warrants or
more than 2% of such value in warrants which are not listed on the New York or
American Stock Exchange, except that warrants attached to other securities are
not subject to these limitations.

If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values of 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.

Since the Fund will be used as an investment vehicle for variable annuity
contracts and variable life insurance policies issued through The Guardian
Insurance & Annuity Company Inc. ("GIAC"), its investments may be subject in the
future to further restrictions under the insurance laws and regulations of the
states in which such contracts or policies are offered for sale.

DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
Name, Address and Age Position with Fund Principal Occupations During Past 5 Years
- --------------------- ---------------- -----------------------------------------
<S> <C> <C>
*Jean Bernhard Buttner Chairman of the Chairman, President and Chief Executive
Age 62 Board of Directors Offi-cer of Value Line Inc. (the
and President "Adviser") and Value Line Publishing,
Inc. Chairman of The Value Line Funds
and Value Line Securities, Inc.

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 73 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 77 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 83 CT.
</TABLE>

- ----------

* "Interested" Director as defined in the Investment Company Act of 1940
(the "1940 Act").

B-3
<PAGE>

DIRECTORS AND OFFICERS -- (Continued)

<TABLE>
<CAPTION>
Name, Address and Age Position with Fund Principal Occupations During Past 5 Years
- --------------------- ---------------- -----------------------------------------
<S> <C> <C>
Paul Craig Roberts Director Distinguished Fellow, Cato Institute,
505 South Fairfax Street since 1993; formerly, William E. Simon
Alexandria, VA 22320 Professor of Political Economy, Center
Age 58 for Strategic and International Studies;
Director, A. Schulman Inc. (plastics)
since 1992.

Nancy-Beth Sheerr Director Chairman, Radcliffe College Board of
1409 Beaumont Drive Trustees.
Gladwyne, PA 19035
Age 47

Philip J. Orlando, CFA Vice President Chief Investment Officer with the
Age 38 Adviser's Asset Management Division
since 1995; Senior Vice President, First
Capital Advisers, Inc., 1993-1995; Vice
President, Unity Management, Inc.,
1989-1993.

Michael Romanowski Vice President Portfolio Manager with the Adviser since
Age 46 1995; Vice President and Securities
Analyst with Conning & Co.
(broker/dealer), 1992-1995.

David T. Henigson Vice President, Secretary Director, Vice President and Compliance
Age 39 and Treasurer Officer of the Adviser. 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.
The following table sets forth information regarding compensation of Directors
by the Fund and by the Fund and the eleven other Value Line Funds of which each
of the Directors is a director or trustee for the fiscal year ended December 31,
1996. Directors who are officers or employees of the Adviser do not receive any
compensation from the Fund or any of the Value Line Funds.

Compensation Table
Fiscal Year Ended December 31, 1996
<TABLE>
<CAPTION>
Total
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 (12 Funds)
------------ --------------- ---------- -----------
<S> <C> <C> <C> <C>
Jean B. Buttner $ -0- N/A N/A $ -0-
John W. Chandler 2,991 N/A N/A 35,890
Leo R. Futia 2,741 N/A N/A 32,890
Charles E. Reed 2,991 N/A N/A 35,890
Paul Craig Roberts 2,991 N/A N/A 35,890
Nancy-Beth Sheerr 692 N/A N/A 8,305
</TABLE>

B-4
<PAGE>

As of the date of this Statement of Additional Information, The Guardian
Insurance & Annuity Company, Inc., a Delaware corporation, owned all of the
outstanding shares of the Fund. Such shares are allocated to one or more
Guardian separate accounts which are registered as unit investment trusts under
the 1940 Act. The address of The Guardian Insurance & Annuity Company, Inc. is
201 Park Avenue South, New York, New York. It is a subsidiary of The Guardian
Life Insurance Company of America, a mutual life insurance company organized
under the laws of the State of New York.

THE ADVISER
(See also "Management of the Fund" in the Fund's Prospectus)

The Fund's investment adviser is Value Line, Inc. (the "Adviser"). The
investment advisory agreement between the Fund and the Adviser provides for an
advisory fee payable monthly at an annual rate of 1 1/42 of 1% of the Fund's
average daily net assets during the year. During 1994, 1995 and 1996, the Fund
paid or accrued to the Adviser advisory fees of $1,731,377, $2,221,925 and
$2,927,833, respectively. In the computation of the advisory fee, the net amount
of any tender fees received by Value Line Securities, Inc. from acting as
tendering broker with respect to any portfolio securities of the Fund will be
subtracted from the advisory fee.

The investment advisory agreement provides that the Adviser shall render
investment advisory and other services to the Fund including, at its expense,
all administrative services, office space and the services of all officers and
employees of the Fund. The Fund pays all other expenses not assumed by the
Adviser including taxes, interest, brokerage commissions, insurance premiums,
fees and expenses of the custodian and shareholder servicing agent, legal and
accounting fees, fees and expenses in connection with registration or
qualification under state or Federal securities laws and costs of shareholder
reports and proxy materials. In addition, the Fund has agreed to reimburse GIAC
for certain administrative and shareholder servicing expenses incurred by GIAC
on behalf of the Fund. See note 4 of the notes to the Fund's financial
statements for the year ended December 31, 1996. The Fund has agreed that it
will use the words "Value Line" in its name only so long as Value Line, Inc.
serves as investment adviser to the Fund.

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

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

The Fund does not purchase or sell a security based solely on information
contained in the Value Line Investment Survey. 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

B-5
<PAGE>

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 of
financing. In the event that such agreements are in effect with respect to
issuers of securities held in the portfolio of the Fund, specific reference to
such agreements will be made in the "Schedule of Investments" in shareholder
reports of the Fund. As of the date of this Statement of Additional Information,
no such agreements exist.

BROKERAGE ARRANGEMENTS
(See also "Management of the Fund" in the Fund's Prospectus)

Orders for the purchase and sale of portfolio securities are placed with
brokers and dealers who, in the judgment of the Adviser, are able to execute
them as expeditiously as possible and at the best obtainable price. Purchases
and sales of securities which are not listed or traded on a securities exchange
will ordinarily be executed with primary market makers acting as principal,
except when it is determined that better prices and executions may otherwise be
obtained. The Adviser is also authorized to place purchase or sale orders with
brokers or dealers who may charge a commission in excess of that charged by
other brokers or dealers if the amount of the commission charged is reasonable
in relation to the value of the brokerage and research services provided. Such
allocation will be in such amounts and in such proportions as the Adviser may
determine. Orders may also be placed with brokers or dealers who sell shares of
the Fund or other funds for which the Adviser acts as investment adviser, but
this fact, or the volume of such sales, is not a consideration in their
selection. During 1994, 1995 and 1996, the Fund paid brokerage commissions of
$931,366, $809,507 and $1,324,485, respectively, of which $654,916 (70%),
$561,234 (69%) and $835,307 (63%), respectively, was paid to Value Line
Securities, Inc., which clears transactions for the Fund through unaffiliated
broker-dealers.

The Board of Directors has adopted procedures incorporating the standards
and Rule 17e-1 under the 1940 Act which requires that the commission paid to
Value Line Securities, Inc., or any other "affiliated person" be "reasonable and
fair" compared to the commissions paid to other brokers in connection with
comparable transactions. The procedures require that the Adviser furnish reports
to the Directors with respect to the payment of commissions to affiliated
brokers and maintain records with respect thereto.

During 1996, $1,132,450 (85%) of the Fund's brokerage commissions went to
brokers or dealers solely for their services in obtaining best prices and
executions; the balance, or $192,035 (15%), went to brokers or dealers who
provided information or services to the Adviser and, therefore, indirectly to
the Fund and to shareholders of the Value Line funds. The information and
services furnished to the Adviser include the furnishing of research reports and
statistical compilations and computations and the providing of current
quotations for securities. These services and information were furnished to the
Adviser at no cost to it; no such services or information were furnished
directly to the Fund, but certain of these services might have relieved the Fund
of expenses which it would otherwise have had to pay. Such information and
services are considered by the Adviser, and brokerage commissions are allocated
in accordance with its assessment of such information and services, but only in
a manner consistent with the placing or purchase and sale orders with brokers
and/or dealers, which, in the judgment of the Adviser, are able to execute such
orders as expeditiously as possible and at the best obtainable price. The Fund
is advised that the receipt of such information and services has not reduced in
any determinable amount the overall expenses of the Adviser.

Portfolio Turnover. The Fund's annual portfolio turnover rate may exceed
100%. A rate of portfolio turnover of 100% would occur if all of the Fund's
portfolio securities were replaced in a period of one year. To the extent that
the Fund engages in short-term trading in attempting to achieve its investment
objective, it may

B-6
<PAGE>

increase portfolio turnover rate and incur larger brokerage commissions
and other expenses than might otherwise be the case. The Fund's portfolio
turnover rate for recent fiscal years is set forth under "Financial Highlights"
in the Prospectus.

SALE AND REDEMPTION OF SHARES

(See also "Calculation of Net Asset Value" and "Sale and Redemption of Shares"
in the Fund's Prospectus)

Shares of the Fund are sold and redeemed at net asset value next
calculated after a purchase or redemption order is received by the Fund in good
order. Shares of the Fund are available to the public only through the purchase
of certain contracts or policies issued by GIAC. There are no minimum investment
requirements. Payment for shares redeemed will be made as soon as possible, but
in any event within seven days after the order for redemption is received by the
Fund. However,the Fund may suspend the right of redemption or postpone the date
of payment beyond seven days during any period when (a) trading on the New York
Stock Exchange is closed for other than weekends and holidays; (b) an emergency
exists, as determined by the Securities and Exchange Commission, as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable, or it is not reasonably practicable for the Fund fairly to
determine the value of its net assets; or (c) the Securities and Exchange
Commission by order so permits for the protection of security holders of the
Fund.

TAXES

(See "Dividends, Distributions and Taxes" in the Fund's Prospectus)

The Fund intends to continue to qualify as a regulated investment company
under the Internal Revenue Code. In each year in which the Fund so qualifies, it
will not be subject to Federal income taxes on its net investment income and net
capital gains which it distributes to shareholders. The Fund's net investment
income is made up of dividends and interest, less expenses. The computation of
net capital gains takes into account any capital loss carry forward of 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 average annual total return information over different periods of
time.

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 = (ERV/P)^(1/n)-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.

B-7
<PAGE>

ADDITIONAL INFORMATION
Experts

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

Custodian

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

FINANCIAL STATEMENTS

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

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

B-8
<PAGE>

VALUE LINE CENTURION FUND, INC.
PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

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

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

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

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

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

Item 25. Persons Controlled by or Under Common Control with Registrant

As of the date hereof, The Guardian Insurance & Annuity Company, Inc., a
Delaware corporation ("GIAC"), owned all of the outstanding common stock of the
Registrant. GIAC is a subsidiary of The Guardian Life Insurance Company of
America, a mutual life insurance company organized under the laws of the State
of New York.

Item 26. Number of Holders of Securities (as of December 31, 1996).

(1) (2)
Number of
Title of Class Record Shareholders
-------------- -------------------

Capital Stock ($1.00 12
par value per share)

C-1
<PAGE>

Item 27. Indemnification

Incorporated by reference from Post-Effective Amendment No. 5 (filed with
the Commission March 3, 1988).

Item 28. Business or Other Connections of Investment Adviser

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

<TABLE>
<CAPTION>
Position with
Name the Adviser Other Employment
---- ----------- ----------------

<S> <C> <C>
Jean Bernard Buttner Chairman of the Board, Chairman of the Board and Chief
President and Chief Executive Officer of Arnold Bernhard &
Executive Officer Co., Inc. and Chairman of the Value Line
Funds and the Distributor.

Samuel Eisenstadt Senior Vice President and ----------------------------------------
Director

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

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

Harold Bernard, Jr. Director Administrative Law Judge.

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

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

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; Value
Line Intermediate Bond Fund, Inc.; Value Line Small-Cap Growth Fund, Inc.;
Value Line Asset Allocation Fund, Inc.; Value Line U.S. Multinational
Company Fund, Inc.

C-2
<PAGE>

(b) (2)
Position and (3)
(1) Offices Position and
Name and Principal with Value Line Offices with
Business Address Securities, Inc. Registrant
---------------- ---------------- ----------

Jean Bernard Buttner Chairman of the Board Chairman of the
Board and President

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

Stephen LaRosa Asst. Vice President Asst. Treasurer

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

Item 30. Location of Accounts and Records

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

Item 31. Management Services

None.

Item 32. Undertakings

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

C-3
<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information, constituting parts of this Post-Effective
Amendment No. 14 to the registration statement on Form N-1A (the "Registration
Statement"), of our report dated February 10, 1997 relating to the financial
statements and financial highlights appearing in the December 31, 1996 Annual
Report to Shareholders of Value Line Centurion 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 28, 1997

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of 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
28th day of April, 1997.

VALUE LINE CENTURION FUND, INC.

By: /S/ 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.

Signatures Title Date
---------- ----- ----

*JEAN BERNARD BUTTNER Chairman of the Board of April 28, 1997
(Jean Bernard Buttner) Directors; President;
Principal Executive Officer

*JOHN W. CHANDLER Director April 28, 1997
(John W. Chandler)

*LEO R. FUTIA Director April 28, 1997
(Leo R. Futia)

*CHARLES E. REED Director April 28, 1997
(Charles E. Reed)

*PAUL CRAIG ROBERTS Director April 28, 1997
(Paul Craig Roberts)

*NANCY-BETH SHEERR Director April 28, 1997
(Nancy-Beth Sheerr)

DAVID T. HENIGSON Treasurer; Principal April 28, 1997
(David T. Henigson) Financial and Accounting
Officer

*By: /S/ DAVID T. HENIGSON
-------------------------------------
(David T. Henigson, Attorney-in-fact)

C-5

VALUE LINE CENTURIAN FUND, INC.

SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATION
EXHIBIT 16

Year(s) Ended 12/31/96: 1 year 5 years 10 years
------ ------- --------

Initial Investment: 1,000 1,000 1,000
Balance at End of Period: 1,173 1,859 4,105
Change: 173 859 3,105

Percentage Change: 17.34% 85.93% 310.50%

Average Annual Total Return: 17.34% 13.21% 15.17%

<ARTICLE> 6
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 548,663
<INVESTMENTS-AT-VALUE> 636,214
<RECEIVABLES> 6,591
<ASSETS-OTHER> 43
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 642,848
<PAYABLE-FOR-SECURITIES> 3,077
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 430
<TOTAL-LIABILITIES> 3,507
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 435,900
<SHARES-COMMON-STOCK> 25,753
<SHARES-COMMON-PRIOR> 21,672
<ACCUMULATED-NII-CURRENT> 2,109
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 113,780
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 87,551
<NET-ASSETS> 639,340
<DIVIDEND-INCOME> 3,683
<INTEREST-INCOME> 1,935
<OTHER-INCOME> 0
<EXPENSES-NET> 3,483
<NET-INVESTMENT-INCOME> 2,135
<REALIZED-GAINS-CURRENT> 114,106
<APPREC-INCREASE-CURRENT> (25,679)
<NET-CHANGE-FROM-OPS> 90,562
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,618)
<DISTRIBUTIONS-OF-GAINS> (67,402)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,349
<NUMBER-OF-SHARES-REDEEMED> 4,453
<SHARES-REINVESTED> 3,184
<NET-CHANGE-IN-ASSETS> 113,892
<ACCUMULATED-NII-PRIOR> 2,591
<ACCUMULATED-GAINS-PRIOR> 67,076
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,928
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,489
<AVERAGE-NET-ASSETS> 586,119
<PER-SHARE-NAV-BEGIN> 24.25
<PER-SHARE-NII> .08
<PER-SHARE-GAIN-APPREC> 3.71
<PER-SHARE-DIVIDEND> (.12)
<PER-SHARE-DISTRIBUTIONS> (3.09)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.83
<EXPENSE-RATIO> .60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>