VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
24f-2 NOTICE FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994
FILE NO. 33-16245
l. Year Ending: December 31, 1994
2. Shares registered under
Securities Act of l933
Indefinite Amount
3. Shares registered during
year other than pursuant to
Rule 24f-2: N/A
4. Shares sold during the year
ended 12/31/94
7,820,145
5. Shares sold during the year
ended 12/31/94 pursuant to
Rule 24f-2: 7,820,145
6. Shares redeemed during the
year ended 12/31/94: 3,062,343
7. Amount of fee* $27,319.47
*Based on aggregate sale price for which such securities
were sold ($128,821,109) reduced by redemption price of
such securities redeemed ($49,595,204).
This notice is accompanied by an opinion of counsel concerning
the shares registered pursuant to Rule 24f-2 during the fiscal year
ended 12/31/94.
The above computation is true and correct
to the best of my knowledge and belief.
__________________________________
Stephen LaRosa, Assistant Treasure
Date: 1/31/95
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PETER D. LOWENSTEIN
ATTORNEY AT LAW
TWO GREENWICH PLAZA, SUITE 100
GREENWICH, CONNECTICUT 06830
203 622-3932
FAX 203 622-0321
February 6, 1994
Value Line Strategic Asset Management Trust
220 East 42nd Stree
New York, NY 10017
Re: Rule 24f-2 Registration of Share
Gentlemen:
I am familiar with the proceedings taken by Value Line
Strategic Asset Management Trust, a Massachusetts Business Trust
(the "Trust"), in connection with the registration and sale of
shares of its common stock, par value $1.00 per share, under the
Securities Act of 1933 and in accordance with the provisions of
Rule 24f-2 under the Investment Company Act of 1940, as amended
and as described and set forth in its Registration Statement of
Form N-1A and in the Prospectus constituting a part of said
Registration Statement.
I have examined such corporate records of the Trust and other
documents and considered such questions of law as I have considered
necessary as a basis for this opinion. Specifically, I have
examined a "Rule 24f-2 Notice" dated January 31, 1995 signed by
your Assistant Treasurer, and a certificate of Assistant Treasurer
which states that of the 7,820,145 shares issued during the year
ending December 31, 1994 (excluding shares issued in reinvestment
of dividends), 7,782,871 of such shares were fully paid as of such
date and 37,274 shares were recorded on the books of the Trust as
issued but payment for those shares had not been made and was not
yet due in the ordinary course of your business.
Based upon the foregoing, I am of the opinion that the share
of the Trust described in the Notice, the registration of which is
made definite by the filing of the Notice, were legally issued
fully paid and non-assessable.
I consent to this opinion accompanying the Notice.
Very truly yours,
Peter D. Lowenstein
