VALUE LINE ADJUSTABLE RATE US GOVERNMENT SECURITIES FUND INC
485BPOS, 1996-02-21
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<PAGE>
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 1996
    

                                                       REGISTRATION NO. 33-44133
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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. 5                      /X/
    

                                      and

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940                      /X/
   
                                Amendment No. 6                              /X/
    
                        (CHECK APPROPRIATE BOX OR BOXES)
                               ------------------

   
                    VALUE LINE INTERMEDIATE BOND 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
                                 --------------

   
    Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940,  as amended, the Registrant has  registered an indefinite number of shares
of common stock  under the  Securities Act of  1933. Registrant  filed its  Rule
24f-2 Notice for the year ended October 31, 1995 on or about December 13, 1995.
    
                                 --------------

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

   
<TABLE>
<C>      <S>
   / /   immediately upon filing pursuant to paragraph (b)
   /X/   on March 1, 1996 pursuant to paragraph (b)
   / /   60 days after filing pursuant to paragraph (a)
   / /   on (date) pursuant to paragraph (a) of rule 485
</TABLE>
    

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
   
                    VALUE LINE INTERMEDIATE BOND 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.......................................  Not Applicable
    Item  3.      Condensed Financial Information................  Summary of Fund Expenses; Financial Highlights
    Item  4.      General Description of Registrant..............  Cover Page; Investment Objectives and Policies;
                                                                     Investment Restrictions; Additional
                                                                     Information
    Item  5.      Management of the Fund.........................  Summary of Fund Expenses; Management of the
                                                                     Fund; Additional Information
    Item  6.      Capital Stock and Other Securities.............  Dividends, Distributions and Taxes; Additional
                                                                     Information
    Item  7.      Purchase of Securities Being Offered...........  How to Purchase Shares; Calculation of Net
                                                                     Asset Value; Investor Services
    Item  8.      Redemption or Repurchase.......................  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 Objective and Policies..............  Investment Objectives and Policies; Investment
                                                                     Restrictions
    Item 14.      Management of the Fund.........................  Directors and Officers
    Item 15.      Control   Persons  and   Principal  Holders  of
                    Securities...................................  Management of the Fund (Part A); Directors and
                                                                     Officers
    Item 16.      Investment Advisory and Other Services.........  Management of the Fund (Part A); The Adviser
    Item 17.      Brokerage Allocation...........................  Management of the Fund (Part A); Brokerage
                                                                     Arrangements
    Item 18.      Capital Stock and Other Securities.............  Additional Information (Part A)
    Item 19.      Purchase, Redemption and Pricing of  Securities
                    Being Offered................................  How to Buy Shares; How to Redeem 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>

   
<TABLE>
<S>                                  <C>
VALUE LINE
INTERMEDIATE BOND                     PROSPECTUS
FUND, INC.                           March 1, 1996
</TABLE>
    

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

              Value Line Intermediate Bond Fund, Inc. (the "Fund")
              is  a  no-load investment  company  whose investment
              objective is high current income consistent with low
              volatility of principal. The Fund seeks to meet  its
              investment  objective by investing  in a diversified
              portfolio of debt securities with a  dollar-weighted
              average  portfolio maturity of between three and ten
              years.

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

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

    Fund shares  are  not  deposits  or obligations  of,  or  guaranteed  or
    endorsed  by,  any bank,  nor are  they  federally insured  or otherwise
    protected by  the Federal  Deposit  Insurance Corporation,  the  Federal
    Reserve Board, or any other agency.

   
    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
    March  1, 1996,  which has been  filed with the  Securities and Exchange
    Commission and is incorporated into this Prospectus by reference. A copy
    of the Statement of Additional Information may be obtained at no  charge
    by  writing or telephoning the Fund  at the address or telephone numbers
    listed above.
    

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS   THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
  UPON  THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
  CONTRARY IS A CRIMINAL OFFENSE.
<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(1) (AS A PERCENTAGE OF AVERAGE NET ASSETS)
  Management Fees..............................................................  0.50%
  12b-1 Fees(2)................................................................  0.25%
  Other Expenses...............................................................  1.07%
  Total Fund Operating Expenses................................................  1.82%
</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 period shown............     $18        $57        $99       $214
</TABLE>
    

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

   
(1) The  foregoing is  based upon  the expenses for  the year  ended October 31,
    1995, adjusted for a new 12b-1 plan, 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) Because 12b-1 fees continue for the life of the investment, over time a long
    term  investor  may pay  more than  the economic  equivalent of  the maximum
    front-end sales charges permitted by the National Association of  Securities
    Dealers, Inc.
    

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
    The  following information on  selected per share data  and ratios 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.  The financial statements and financial highlights for each of the three
years in the period  ended October 31,  1995 and for the  period from April  10,
1992 (commencement of operations) through October 31, 1992, have been audited by
Price  Waterhouse LLP, independent accountants, whose unqualified report thereon
appears in the Fund's 1995 Annual Report to Shareholders, which is  incorporated
by  reference in the Statement of  Additional Information. For the periods shown
below, the Fund  was known  as The Value  Line Adjustable  Rate U.S.  Government
Securities  Fund, Inc.  and invested at  least 65%  of its total  assets in U.S.
Government adjustable rate securities.
    

                                       2
<PAGE>

   
<TABLE>
<CAPTION>
                                                                                                           APRIL 10, 1992
                                                                  YEAR ENDED OCTOBER 31,                  (COMMENCEMENT OF
                                                       ---------------------------------------------       OPERATIONS) TO
                                                          1995             1994             1993          OCTOBER 31, 1992
                                                       -----------      -----------      -----------      ----------------
<S>                                                    <C>              <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............     $   8.70         $  10.01         $   9.99         $  10.00
                                                       -----------      -----------      -----------      --------
  INCOME FROM INVESTMENT OPERATIONS:
    Net investment income.........................          .38              .50            .54(2)           .33(1)
    Net gains or losses on securities (both
     realized and unrealized).....................        (.03)           (1.31)              .05            (.01)
                                                       -----------      -----------      -----------      --------
      Total from investment operations............          .35            (.81)              .59              .32
                                                       -----------      -----------      -----------      --------
  LESS DISTRIBUTIONS:
    Dividends from net investment income..........        (.38)            (.50)            (.54)            (.33)
    Distributions from capital gains..............           --               --            (.03)               --
                                                       -----------      -----------      -----------      --------
      Total distributions.........................        (.38)            (.50)            (.57)            (.33)
                                                       -----------      -----------      -----------      --------
NET ASSET VALUE, END OF PERIOD....................     $   8.67         $   8.70         $  10.01         $   9.99
                                                       -----------      -----------      -----------      --------
                                                       -----------      -----------      -----------      --------
Total return......................................        4.14%           -8.37%            6.04%            3.26%+
                                                       -----------      -----------      -----------      --------
                                                       -----------      -----------      -----------      --------
RATIOS/SUPPLEMENTAL DATA:
Net assets end of period (in thousands)...........     $ 16,889         $ 28,431         $ 44,508         $ 33,763
Ratio of operating expenses to average net
 assets...........................................        1.57%             .98%             .88%(2)          0.0%(1)
Ratio of interest expense to average net assets...           --             .38%            0.18%            0.07%*
Ratio of net investment income to average net
 assets...........................................        4.52%            5.23%            5.35%(2)         5.83%*(1)
Portfolio turnover rate...........................         177%             175%             126%              85%
Amount of debt outstanding at end of period (in
 thousands).......................................     $     --         $     --         $     --         $  3,940
Average amount of debt outstanding during the
 period (in thousands)............................     $     --         $  3,947         $  1,926         $    524
Average number of shares outstanding during the
 period (in thousands)............................        1,887            4,366            3,766            1,968
Average amount of debt per outstanding share
 during the period................................     $     --         $    .90         $    .51         $    .27
</TABLE>
    

- ------------------------
 +   Not annualized

 *   Annualized

(1)  Net of fee waiver and expense reimbursement. Had these expenses been  fully
     paid  by the Fund, net investment income per share would have been $.25 and
     ratios of  annualized  operating  expenses and  net  investment  income  to
     average net assets would have been 1.46% and 4.37%, respectively.

   
(2)  Net  of advisory fee waived by the Adviser from November 1, 1992 to January
     31, 1993. Had this expense been paid by the Fund, net investment income per
     share would have  been $.53 and  the ratios of  operating expenses and  net
     investment  income to average  net assets would have  been 0.99% and 5.24%,
     respectively.
    

                                       3
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

    The investment objective of the Fund is high current income consistent  with
low  volatility of principal (I.E. limiting the degree of fluctuation in the net
asset value  of the  Fund's shares.)  The  Fund does  not, however,  attempt  to
maintain  a constant net asset value  per share. The Fund's investment objective
cannot be changed without stockholder approval.  There can be no assurance  that
the Fund will achieve its investment objective.

   
    The Fund is designed for the investor who seeks generally higher yields than
those  offered by money market funds, with less capital fluctuation than that of
a long-term bond fund. In seeking its  objective, the Fund will invest at  least
65%  of  its assets  under normal  circumstances in  a diversified  portfolio of
intermediate-term debt securities. The  dollar-weighted average maturity of  the
portfolio will be between three and ten years.
    

    The  Fund will primarily invest in investment-grade debt securities -- those
rated within  one of  the four  highest  grades assigned  by Standard  &  Poor's
Corporation  ("S&P")  or  Moody's  Investors  Service,  Inc.  ("Moody's")  or if
unrated, judged by  the Adviser to  be of comparable  quality. Investment  grade
debt  securities  include  debt  securities issued  or  guaranteed  by  the U.S.
Government, its agencies and  instrumentalities ("U.S. Government  Securities");
bank  obligations;  commercial  paper  rated  P-1  by  Moody's  or  A-1  by S&P;
adjustable  rate  securities;  and  Repurchase  Agreements.  Certain  of   these
securities have speculative characteristics and involve greater investment risk,
including the possibility of default or bankruptcy, than is the case with higher
rated securities.

    The  Fund may engage in various  portfolio strategies to hedge its portfolio
against investment  and interest  rate risks,  including, options  on  portfolio
securities,  financial futures contracts  and options on  such futures. The Fund
may also enter into reverse repurchase transactions for the purpose of acquiring
additional  portfolio  securities.  (See  "Repurchase  and  Reverse   Repurchase
Agreements" in this Prospectus.)

    In  determining a security's maturity for purposes of calculating the Fund's
average maturity or the security's maturity, estimates of the expected time  for
its principal to be paid may be used. This can be substantially shorter than its
stated  final maturity.  For example, a  15-year mortgage-backed  security has a
stated final maturity of 15 years but an average life between 5 and 7 years  and
is a permitted investment for the Fund.

    The Fund reserves the right to invest without limitation in investment-grade
money market or short-term debt instruments for temporary, defensive purposes.

    Set  forth below is a description of mortgage and asset-backed securities in
which the Fund may invest. The  Fund may invest without stockholder approval  in
other  similar types  of mortgage  and asset-backed  securities, including those
which may be developed in the future.

    MORTGAGE-BACKED  SECURITIES.     The   Fund  may   invest  in   pass-through
mortgage-backed  securities  ("MBS")  which  are  collateralized  by  a  pool of
mortgages. Most  mortgage securities  are pass-through  securities, which  means
that  they  provide investors  with payments  consisting  of both  principal and
interest as  mortgages in  the underlying  mortgage  pool are  paid off  by  the
borrower.  The Fund will  invest only in mortgage-backed  securities that have a
final stated maturity of 15 years or less from the date of purchase.

                                       4
<PAGE>
   
    The  Fund  may  also  invest  in  securities  issued  by  certain   private,
nongovernment  entities, such as collateralized  mortgage obligations (CMOs) and
real estate mortgage investment conduits (REMICs).
    

    CMOs are debt securities issued by U.S. Government agencies or by  financial
institutions,  such  as  trusts  and  special  purpose  corporations,  and other
mortgage lenders  and  collateralized by  a  pool  of mortgages  held  under  an
indenture.  CMOs are  issued in  a number  of classes  or series  with different
maturities. The classes  or series  are retired  in sequence  as the  underlying
mortgages  are  repaid.  Prepayment  may  shorten  the  stated  maturity  of the
obligation and can result in a loss of premium, if any has been paid. Certain of
these securities may have variable or floating interest rates and others may  be
stripped (securities which provide only the principal or interest feature of the
underlying security).

    REMICs  are private entities formed for the  purpose of holding a fixed pool
of mortgages secured by an interest in real property. REMICs are similar to CMOs
in that they issue multiple classes of securities.

    CMOs and REMICs issued by private entities are not government securities and
are not directly guaranteed  by any government agency.  They are secured by  the
underlying  collateral  of the  private issuer.  The Fund  intends to  invest in
privately-issued CMOs and REMICs only if they are rated at the time of  purchase
in the two highest grades by a nationally-recognized rating agency.

    ASSET-BACKED  SECURITIES.   The Fund  may invest  in various  types of asset
backed securities ("ABS"). The securitization techniques used in the context  of
ABSs  are similar  to those used  for MBS. Thus,  through the use  of trusts and
special purpose  corporations,  various  types of  receivables,  primarily  home
equity  loans, automobile loans  and credit card  receivables and student loans,
equipment  loans,  boat  loans,  truck  loans  or  leases,  are  securitized  in
pass-through   structures  similar  to   the  mortgage  pass-through  structures
described above or in a pay-through structure similar to the CMO structure. ABSs
are typically bought or sold  from or to the same  entities that act as  primary
dealers in U.S. Government securities.

   
    In  general,  the collateral  supporting ABSs  is  of shorter  maturity than
mortgage loans and may be less likely to experience substantial prepayments. The
maturities of ABS's is between  one and ten years,  with an average maturity  of
less  than five years. As with  MBSs, ABSs are often backed  by a pool of assets
representing the  obligations  of  a number  of  different  parties.  Currently,
pass-through  securities collateralized  by home equity  loans, automobile loans
and credit card receivables are the most prevalent ABSs.
    

    The Fund  will only  invest  in ABSs  that are  issued  or guaranteed  by  a
corporation,  trust or other entity which is rated in the top four categories by
at least one nationally recognized rating organization.

    ABSs are  relatively new  and untested  instruments and  may be  subject  to
greater  risk  of  default  during  periods  of  economic  downturn  than  other
securities, including MBSs, resulting in possible losses to the Fund. Also,  the
secondary  market  for  ABSs  may not  be  as  liquid as  the  market  for other
securities,  including  MBSs,  which  may  result  in  the  Fund's  experiencing
difficulty  in  valuing  such securities.  Investments  in ABSs  that  cannot be
disposed of  promptly within  seven days  and in  the usual  course of  business
without  taking a reduced  price will be  considered illiquid and  limited to an
amount which, together with other illiquid  investments, does not exceed 10%  of
the value of the Fund's net assets.

                                       5
<PAGE>
SPECIAL CONSIDERATIONS AND ADDITIONAL RISK FACTORS

   
    One  of the principal risks regarding MBSs  and, to a lesser extent, ABSs is
the risk of prepayments. Prepayment rates may vary significantly over relatively
short periods of time. Payments  of principal of and  interest on MBSs and  ABSs
are  made more frequently than are  payments on conventional debt securities. In
addition, holders of  MBSs and  of certain  ABSs (such  as ABSs  backed by  home
equity  loans)  may  receive  unscheduled  payments  of  principal  at  any time
representing prepayments on the underlying  mortgage loans or financial  assets.
Such  prepayments  may usually  be made  without  penalty. Prepayment  rates are
affected by changes in  prevailing interest rates  and numerous other  economic,
geographic,  social and  other factors. (ABSs  backed by other  than home equity
loans do not generally prepay in response to changes in interest rates, but  may
be  subject to prepayments in response to other factors.) Changes in the rate of
prepayments will  generally  affect  the  yield to  maturity  of  the  security.
Moreover,  when the holder  of the security attempts  to reinvest prepayments or
even the scheduled payments of principal and interest, it may receive a rate  of
interest  which is higher  or lower than the  rate on the  MBS or ABS originally
held. Another  consideration  is  that to  the  extent  that MBSs  or  ABSs  are
purchased  at  a premium,  mortgage foreclosures  and principal  prepayments may
result in loss to the extent of the premium paid. On the other hand, where  such
securities  are bought at  a discount, both scheduled  payments of principal and
unscheduled prepayments  will  increase  current  and  total  returns  and  will
accelerate  the recognition of  income which, when  distributed to stockholders,
will be  taxable  as  ordinary  income.  The  Adviser  will  consider  remaining
maturities or estimated average lives of MBSs and ABSs in selecting them for the
Fund.  Finally,  ABSs may  present  certain risks  not  present in  MBSs. Assets
underlying ABSs such  as credit-card  receivables are  generally unsecured,  and
debtors  are entitled  to the protection  of various state  and Federal consumer
protection laws. Some of those  laws give a right  of set-off, which may  reduce
the balance owed.
    

    PORTFOLIO  TURNOVER.  The  Fund's annual portfolio  turnover rate may exceed
100%. A  portfolio turnover  rate  of 100%  would occur  if  all of  the  Fund's
portfolio  were replaced in  a period of one  year. To the  extent that the Fund
engages in short-term  trading in attempting  to achieve its  objective, it  may
increase  portfolio turnover  and incur  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", see page 3.

LOANS OF PORTFOLIO SECURITIES

    The   Fund  may   lend  its   portfolio  securities   to  broker-dealers  or
institutional investors  if as  a  result thereof  the  aggregate value  of  all
securities loaned does not exceed 25% of the total assets of the Fund. The loans
will  be made in conformity with applicable regulatory policies and will be 100%
collateralized by cash, cash  equivalents or United States  Treasury Bills on  a
daily  basis in an amount equal to the market value of the securities loaned and
interest earned. While there may be delays in recovery or even loss of rights in
the collateral should the borrower fail financially, the loans will be made only
to firms deemed  by the  Adviser to be  of good  standing and will  not be  made
unless,  in the judgment of  the Adviser, the consideration  which can be earned
from such loans justifies  the risk. The Fund  may pay reasonable custodian  and
administrative fees in connection with the loans.

WHEN-ISSUED TRANSACTIONS

    The Fund may from time to time purchase securities on a "when-issued" basis.
The price of such securities, which may be expressed in yield terms, is fixed at
the  time the commitment to  purchase is made, but  delivery and payment for the
when-issued securities take place at a later date. Normally, the settlement date
occurs  within  one   month  of   the  purchase.  During   the  period   between

                                       6
<PAGE>
purchase  and settlement, no  payment is made by  the Fund to  the issuer and no
interest accrues to the Fund. Forward commitments involve a risk of loss if  the
value  of the security  to be purchased  declines prior to  the settlement date,
which risk is in addition  to the risk of decline  in value of the Fund's  other
assets.  While when-issued securities may be  sold prior to the settlement date,
the Fund  intends to  purchase  such securities  with  the purpose  of  actually
acquiring  them unless a  sale appears desirable for  investment reasons. At the
time the commitment to purchase a security on a when-issued basis is  confirmed,
the  Fund will record the  transaction and reflect the  value of the security in
determining its net asset value.  The Fund does not  believe that its net  asset
value  or income will be  adversely affected by its  purchase of securities on a
when-issued basis.  The Fund  will  maintain cash  and high  quality  marketable
securities  equal  in  value  to commitments  for  when-issued  securities  in a
segregated account.

OPTIONS AND FUTURES

   
    The Fund  may engage  in a  variety  of transactions  involving the  use  of
options  and  futures  in  order  to hedge  against  changes  in  the  values of
securities the Fund  owns or expects  to purchase or  to hedge against  interest
changes.  For example, if  the Adviser expected interest  rates to increase, the
Fund might sell futures contracts on  U.S. Government Securities. If rates  were
to  increase, the  value of  U.S. Government Securities  held by  the Fund would
decline, but this decline would be offset in whole or in part by an increase  in
the  value  of the  Fund's  positions in  its  futures contracts.  The  Fund may
purchase and sell call and put options with respect to securities the Fund  owns
or  expects to purchase. The Fund  will not (1) sell put  or call options to the
extent that, immediately  after a sale,  the aggregate value  of the  securities
underlying  the calls or obligations  securing the puts would  exceed 10% of the
Fund's net assets or (2)  purchase put or call  options if, immediately after  a
purchase,  the premiums paid for all the options owned at that time would exceed
5% of the  Fund's net  assets. The  Fund may  also purchase  and sell  financial
futures  contracts and options thereon. The Fund  will not purchase put and call
options with respect  to such  securities if  as a result  more than  5% of  its
assets would at the time be invested in such options. In addition, the Fund will
not  purchase or sell futures contracts or  options on futures contracts if as a
result the sum of the initial margin deposits on the Fund's existing futures and
related options positions and premiums  paid for outstanding options on  futures
contracts  would  exceed  5%  of  the  Fund's  assets.  (For  options  that  are
"in-the-money" at  the time  of purchase,  the  amount by  which the  option  is
"in-the-money"  is  excluded  from  this  calculation.)  In  instances involving
entering into long futures or options contracts by the Fund, an amount equal  to
the  market value  of the  futures contract  will be  deposited in  a segregated
account with the  Fund's custodian of  cash, cash equivalents  and other  liquid
high grade debt securities to collateralize the position and thereby insure that
the  use of such futures contract is unleveraged. No more than 25% of the Fund's
net assets may be deposited in such segregated account.
    

RISKS ON OPTIONS AND FUTURES TRANSACTIONS

    Options and futures transactions involve costs and may result in losses. The
use of options  and futures  may involve  certain special  risks, including  the
risks  that the Fund  may be unable at  times to close  out such positions, that
hedging transactions  may  not accomplish  their  purpose because  of  imperfect
market  correlations, or  that the  Adviser may  not forecast  interest rate and
market movements correctly.

    The effective use  of options  and futures strategies  depends, among  other
things,  on the  Fund's ability  to terminate  options and  futures positions at
times when the Adviser deems it desirable to do so. Although the Fund will enter
into an  option  or futures  contract  position  only if  the  Adviser  believes

                                       7
<PAGE>
that a liquid secondary market exists for such option or futures contract, there
is no assurance that the Fund will be able to effect closing transactions at any
particular  time or at  an acceptable price. Options  on certain U.S. Government
Securities are traded  in significant volume  on securities exchanges.  However,
other  options which the Fund may purchase  or sell are traded in the "over-the-
counter" market rather than on an exchange. This means that the Fund will  enter
into  such option contracts with particular  securities dealers who make markets
in these  options. The  Fund's  ability to  terminate  option positions  in  the
over-the-counter market may be more limited than for exchange-traded options and
may  also  involve  the  risk  that  securities  dealers  participating  in such
transactions would fail to meet their obligations to the Fund.

    However, the Fund will engage in these transactions only if, in the  opinion
of  the Adviser,  the pricing  mechanism and  liquidity of  the over-the-counter
market are satisfactory and the  participants are responsible parties likely  to
meet their contractual obligations.

    The  use  of  options  and  futures strategies  also  involves  the  risk of
imperfect correlation among movements in the values of the securities underlying
the futures  and options  purchased and  sold by  the Fund,  of the  option  and
futures  contract itself,  and of  the securities which  are the  subject of the
hedge. The successful use of these strategies further depends on the ability  of
the Adviser to forecast interest rate and market movements correctly.

    The Fund's ability to engage in options and futures transactions and to sell
related securities may be limited by tax considerations.

MORTGAGE ROLLS

   
    The  Fund may  enter into  mortgage "dollar rolls"  in which  the Fund sells
securities for delivery in the  current month and simultaneously contracts  with
the same counterparty to repurchase substantially similar (same type, coupon and
maturity)  securities on a  specified future date.  At the time  the Fund enters
into the transaction, it will establish  and maintain a segregated account  with
its  approved custodian containing  cash, cash equivalents  or liquid high grade
debt securities having  a value not  less than the  repurchase price  (including
accrued  interest).  During the  roll period,  the  Fund foregoes  principal and
interest paid on the securities sold. The Fund is compensated by the  difference
between  the current  sales price  and the  lower forward  price for  the future
purchase (often referred to as the "drop") or  a fee as well as by the  interest
earned  on the cash proceeds of the initial sale. A "covered roll" is a specific
type of dollar roll  for which there  is an offsetting cash  position or a  cash
equivalent  security position which matures on  or before the forward settlement
date of the dollar and the transaction cover rolls. Covered rolls are treated as
borrowings. The risks  of entering into  mortgage rolls are  (i) failure of  the
dealer  to deliver  the security purchased  resulting in the  replacement of the
security at  a higher  price; (ii)  the security  purchased while  substantially
similar  to  the security  sold, may  have  different characteristics  which may
result in a lower return  than the security sold;  and (iii) the actual  returns
from  the transactions  may be  less than expected.  There is  no assurance that
Mortgage dollar rolls can be successfully employed.
    

    REPURCHASE AND REVERSE 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

                                       8
<PAGE>
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 dealing with the  Fund in repurchase agreements and
loans of portfolio securities.

   
    The Fund may enter into reverse repurchase agreements with the same  parties
with  whom it may  enter into repurchase agreements.  Under a reverse repurchase
agreement, the Fund sells securities and agrees to repurchase them at a mutually
agreed date and price.  At the time  the Fund enters  into a reverse  repurchase
agreement, it will establish and maintain a segregated account with its approved
custodian containing cash, cash equivalents or liquid high grade debt securities
having  a value not less than the repurchase price (including accrued interest).
The Fund intends to use reverse repurchase agreements, which is considered to be
borrowing, to enhance its income by investing the proceeds in instruments with a
higher rate of return than the cost of borrowing. Reverse repurchase  agreements
involve  the risk that  the market value  of the securities  retained in lieu of
sale by the Fund may decline below the price of the securities the Fund has sold
but is obligated to  repurchase. In the  event the buyer  of securities under  a
reverse  repurchase agreement  files for  bankruptcy or  becomes insolvent, such
buyer or its trustee or receiver may  receive an extension of time to  determine
whether  to enforce the Fund's obligations  to repurchase the securities and the
Fund's use of the proceeds of  the reverse repurchase agreement may  effectively
be restricted pending such decision. The use of reverse repurchase agreements by
the Fund may cause greater fluctuation in the Fund's net asset value.
    

    ILLIQUID  SECURITIES.  The  Fund will not purchase  or otherwise acquire any
security if, as  a result, more  than 10% of  its net assets  (taken at  current
value)  would  be invested  in securities  that  are illiquid  by virtue  of the
absence  of  a  readily  available  market.  This  policy  includes   repurchase
agreements  maturing  in more  than seven  days,  certain interest  rate hedging
transactions and over-the-counter options held by  the Fund and that portion  of
assets used to cover such options.

    FOREIGN   SECURITIES.    The  Fund  may  purchase  U.S.  dollar  denominated
securities of foreign issuers  which are publicly traded  in the United  States.
Foreign  securities involve additional risks and may be affected by the strength
of foreign currencies relative to the  U.S. dollar, or by political or  economic
developments  in  foreign countries.  Foreign companies  may  not be  subject to
accounting standards or government supervision comparable to U.S. companies, and
there may be  less public information  about their operations.  These risks  are
typically  greater for investments in less-developed countries whose governments
and financial markets may be more susceptible to adverse political and  economic
developments.  The Adviser considers these factors in making investments for the
Fund. The Fund will not invest more than 25% of its net assets in these types of
foreign securities.

                                       9
<PAGE>
RISK FACTORS

    Investors should be aware of the following:

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

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

    - The   use  of  investment  techniques  such  as  investing  in  repurchase
      agreements, lending  portfolio  securities,  purchasing  securities  on  a
      when-issued  basis, short-selling  and trading in  index futures contracts
      and in  options  on such  contracts  involve  greater risk  than  does  an
      investment in a fund that does not engage in these activities.

INVESTMENT RESTRICTIONS

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

    (a)  purchase  securities (other  than  U.S. government  securities)  if the
purchase would cause the Fund, with respect to 75% of its assets 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,

    (b)  invest 25% or more of the value  of the Fund's assets in one particular
industry. This restriction does not apply to obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

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.").
AB&Co. currently  owns  approximately  81%  of the  outstanding  shares  of  the
Adviser's common stock. Jean Bernhard Buttner, Chairman, Chief Executive Officer
and  President 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 the Bernhard  family
and certain 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 counseling 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 0.50% on the
Fund's  average daily net assets during the year. From time to time, the Adviser
may voluntarily assume certain expenses of  the Fund. This will have the  effect
of lowering the overall expense ratio of the Fund and of increasing the yield to
investors.  For more information about the  Fund's management fees and expenses,
see the "Summary of Fund Expenses" on page 2.

                                       10
<PAGE>
CALCULATION OF NET ASSET VALUE

    The  net asset value of the Fund's shares for purposes of both purchases and
redemptions is calculated by State Street Bank & Trust Company and is determined
once daily as of  the close of  regular trading of the  New York Stock  Exchange
(currently  4:00  p.m., New  York  time) on  each day  that  the New  York Stock
Exchange is open for trading except on days on which no orders to purchase, sell
or redeem  Fund  shares have  been  received. The  New  York Stock  Exchange  is
currently  closed on New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day  and Christmas Day. The net  asset
value per share is determined by dividing the total value of the investments and
other assets of the Fund, less any liabilities, by the total outstanding shares.
Fixed-income  corporate securities are valued on the basis of prices provided by
an independent  pricing  service approved  by  the Directors.  In  valuing  such
securities, the pricing service generally takes into account appropriate factors
such  as  institutional  size  trading characteristics  and  other  market data.
Securities not priced  in this  manner are valued  at the  midpoint between  the
latest  available bid and asked prices in the principal market (last sales price
if the principal market  is an exchange) in  which such securities are  normally
traded.

    The  Fund  values mortgage-backed  securities  other than  GNMAs (Government
National Mortgage Association) on the basis of valuations provided by dealers in
such securities. Some  of the  general factors which  may be  considered by  the
dealers  in arriving at such valuations  include the fundamental analytical data
relating to the  security and an  evaluation of the  forces which influence  the
market in which these securities are purchased and sold. Determination of values
may  involve subjective  judgment, as  the actual  market value  of a particular
security can be established only by negotiations between the parties in a  sales
transaction. Securities for which market quotations are not readily available or
which  are not readily marketable and all other assets of the Fund are valued at
fair value as the Board of Directors may determine. 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 cost.

HOW TO BUY SHARES

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

                                       11
<PAGE>
right  to redeem sufficient shares from the shareholder's account to protect the
Fund against loss. Minimum  orders are $1,000 for  an initial purchase and  $100
for  each subsequent purchase. The Fund may refuse any order for the purchase of
shares.

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

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

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.

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

    The Fund  intends  to  distribute  monthly its  net  investment  income  and
realized  capital gains, if any, at least annually. Income dividends and capital
gains distributions are  automatically reinvested  in additional  shares of  the
Fund  unless the  shareholder has  requested otherwise.  The shareholder  can so
request by informing NFDS  by sending in the  form attached to each  shareholder
statement or by making such request on the initial application. 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 or excise taxes. However, shareholders of the Fund normally will
have to pay federal income  taxes, and any applicable  state or local taxes,  on
the  dividends  and  capital  gains distributions  they  receive  from  the Fund
(whether or  not reinvested  in additional  Fund shares).  Shareholders will  be
informed   annually  of  the  amount  and   nature  of  the  Fund's  income  and
distributions.

                                       12
<PAGE>
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
but will not take into account any 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 compounded rate of return to  the
hypothetical  $1,000 investment. The  table assumes reinvestment  of all capital
gains distributions and income dividends, but does not take into account  income
taxes  due on Fund distributions or dividends.  For the periods shown below, the
Fund was known  as The  Value Line  Adjustable Rate  U.S. Government  Securities
Fund,  Inc. and  invested at least  65% of  its total assets  in U.S. Government
adjustable rate securities.

   
<TABLE>
<CAPTION>
                                                                                           AVERAGE
                                                                                           ANNUAL
                                                                                         COMPOUNDED
                                                                                       RATE OF RETURN
                                                                                      -----------------
<S>                                                                        <C>        <C>
For the year ended October 31, 1995......................................  $   1,041         4.14 %
From April 10, 1992 (commencement of operations)
 to October 31, 1995.....................................................  $   1,045         1.24 %
</TABLE>
    

    When information regarding  "yield" is furnished  it will refer  to the  net
investment  income  per share  generated by  an  investment in  the Fund  over a
thirty-day period. This  income will  then be  annualized by  assuming that  the
amount  of income generated  by the investment during  that thirty-day period is
generated each 30 days over one year and assuming that the income is  reinvested
every six months.

    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,
other  financial instruments  such as certificates  of deposit, and  to stock or
other relevant  indices.  The Fund  will  not compare  its  specific  investment
performance  with money market funds. From time to time, articles about the Fund
regarding its performance or ranking may appear in national publications such as
Kiplinger's Personal  Finance,  Money Magazine,  Financial  World,  Morningstar,
Personal  Investors,  Forbes,  Fortune,  Business  Week,  Wall  Street  Journal,
Investor's Business Daily, Donoghue, The Financial Times, The Economist,  Worth,
Smart  Money, Mutual  Fund Forecaster, U.S.  News and World  Report and Barrons.
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 or what an investment may earn or what an
investor's total return may be in any future period.

                                       13
<PAGE>
HOW TO REDEEM SHARES

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

    The Fund does  not impose a  redemption charge but  shares redeemed  through
brokers or dealers may be subject to a service charge by such firms. A check for
the  redemption proceeds will  be mailed within seven  days following receipt of
all  required  documents.  However,  payment  may  be  postponed  under  unusual
circumstances  such as when normal  trading is not taking  place on the New York
Stock Exchange. In addition,  payment of the redemption  of shares purchased  by
check  may be delayed until the check has  cleared, which may take up to 15 days
following the purchase date.

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

    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 by  wire on the business  day following receipt of  your
instructions  to the bank account at a 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 indicating so on the
initial application and you will be provided  a supply of checks by NFDS.  These
checks may be made payable to the

                                       14
<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. Potential
fluctuations in the net asset value of the Fund's shares should be considered in
determining the amount of the check.

    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 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 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 signature  guaranteed as
described above  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 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.

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

SERVICE AND DISTRIBUTION PLAN

    The Fund has a Service and Distribution Plan (the "Plan"), adopted  pursuant
to  Rule 12b-1  under the  Investment Company  Act of  1940, for  the payment of
certain expenses incurred by Value Line Securities, Inc. (the "Distributor")  in
advertising,  marketing and distributing the Fund's shares and for servicing the
Fund's shareholders at an annual rate of  0.25% of the Fund's average daily  net
assets. Under the Plan, the Distributor may make payments to securities dealers,
banks,  financial institutions and other organizations which render distribution
and administrative  services with  respect  to the  distribution of  the  Fund's
shares.  Such  services  may  include, among  other  things,  answering investor
inquiries regarding the  Fund; processing new  shareholder account  applications

                                       15
<PAGE>
and redemption transactions; responding to shareholder inquiries; and such other
services  as the Fund may request to the extent permitted by applicable statute,
rule or  regulation. The  Plan also  provides  that the  Adviser may  make  such
payments out of its advisory fee, its past profits or any other source available
to  it. The fees payable  to the Distributor under  the Plan are payable without
regard to actual expenses incurred.

    The Glass-Steagall  Act  and  other  applicable  laws  prohibit  banks  from
engaging  in the business  of underwriting, selling  or distributing securities.
Generally, banks will  be engaged to  provide administrative services.  However,
judicial or administrative decisions or interpretations of such laws, as well as
changes  in  either Federal  or State  statutes or  regulations relating  to the
permissible activities of banks and their affiliates, could prevent a bank  from
continuing  to perform  all or  a part of  its administrative  services. In that
case, its shareholder clients would be  permitted to remain shareholders of  the
Fund  and alternative  means for continuing  the servicing  of such shareholders
would be sought. It is not  expected that shareholders would suffer any  adverse
financial consequences as a result of any of these consequences.

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,
Inc. by calling 1-800-223-0818.

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

   
    The  exchange privilege may be  exercised only if the  shares to be acquired
may be sold in the investor's State. Prospectuses for the other Value Line funds
may be obtained from Value Line Securities by calling 1-800-223-0818. Each  such
exchange  involves  a  redemption  and  a  purchase  for  income  tax  purposes.
Broker-dealers are not prohibited  from charging a  commission for handling  the
exchange  of Fund shares. To avoid paying such a commission, send the request in
with signature guaranteed to NFDS. The Fund reserves the right to terminate  the
exchange  privilege of any account making more  than eight exchanges a year. (An
exchange out of  The Value Line  Cash Fund, Inc.  or The Value  Line Tax  Exempt
Fund--Money  Market Portfolio  is not  counted for  this purpose.)  The exchange
privilege may be modified or terminated upon sixty days notice to  shareholders,
and any of the Value Line funds may discontinue offering its shares generally or
in  any  particular  state  without  prior notice.  To  make  an  exchange, call
1-800-243-2729. Although it  has not been  a problem in  the past,  shareholders
should  be aware that  a telephone exchange  may be difficult  during periods of
major economic or market changes.
    

    SYSTEMATIC CASH WITHDRAWAL PLAN.  A  shareholder who has invested a  minimum
of  $5,000 in the Fund, or whose shares  have attained that value, may request a
transfer of his shares to a Value

                                       16
<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.

    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, Inc. 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  1991  as The  Value  Line  Adjustable  Rate U.S.
Government Securities Fund  Inc. In  1995, it  changed its  name and  investment
policy.  The Fund has 300  million authorized shares of  common stock, $.001 par
value. Each share has  one vote with  fractional shares voting  proportionately.
Shares  have  no preemptive  rights, are  freely  transferable, are  entitled to
dividends as declared by the Directors, and, if the Fund were liquidated,  would
receive the net assets of the Fund.

    INQUIRIES.   All inquiries regarding the Fund should be directed to the Fund
at 1-800-223-0818 or the address set forth on the cover page of this Prospectus.
Inquiries from shareholders regarding their accounts and account balances should
be directed to National Financial Data Services, Inc., servicing agent for State
Street Bank and  Trust Company,  the Fund's transfer  agent, at  1-800-243-2729.
Shareholders  should note  that they may  be required  to pay a  fee for special
requests such as historical  transcripts of an  account. Our Info-Line  provides
the  latest account information 24  hours a day, every  day, and is available to
shareholders  with  push  button  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.

    STOCKHOLDER  MEETINGS.   The  Fund does  not intend  to hold  routine annual
meetings of stockholders. However, special meetings of shareholders will be held
as required  by law,  for  purposes such  as  changing fundamental  policies  or
approving  an  advisory agreement.  Stockholders of  record of  not less  than a
majority of the outstanding shares  of the Fund may  remove a Director by  votes
cast  in person or by proxy at a  meeting called for that purpose. The Directors
are required to call a  meeting of stockholders for  the purpose of voting  upon
the  question  of  the  removal  of  any  Director  when  so  requested  by  the
stockholders of record of not less than 10% of the Fund's outstanding shares.

                                       17
<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.........................           2
Investment Objectives and Policies...........           4
Investment Restrictions......................          10
Management of the Fund.......................          10
Calculation of Net Asset Value...............          11
How to Buy Shares............................          12
Dividends, Distributions and Taxes...........          13
Performance Information......................          13
How to Redeem Shares.........................          14
Service and Distribution Plan................          16
Investor Services............................          16
Additional Information.......................          17
</TABLE>

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

   
                                 March 1, 1996
    

                                   Value Line
                               Intermediate Bond
                                   Fund, Inc.

                                 (800) 223-0818

                                     [LOGO]
<PAGE>
                    VALUE LINE INTERMEDIATE BOND FUND, INC.

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

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

   
                      STATEMENT OF ADDITIONAL INFORMATION
                                 MARCH 1, 1996
    
- --------------------------------------------------------------------------------

   
    This  Statement of Additional Information is  not a prospectus and should be
read in conjunction with  the Prospectus of Value  Line Intermediate Bond  Fund,
Inc.  (the "Fund"), dated March 1, 1996, a copy of which may be obtained without
charge by writing or telephoning the Fund.
    

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

                               TABLE OF CONTENTS

   
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                            ---------
<S>                                                                                         <C>
Investment Objectives and Policies........................................................       B-1
Other Investment Strategies...............................................................       B-2
Investment Restrictions...................................................................       B-5
Directors and Officers....................................................................       B-7
The Adviser...............................................................................       B-8
Brokerage Arrangements....................................................................       B-9
How to Purchase Shares....................................................................       B-9
How to Redeem Shares......................................................................       B-10
Service and Distribution Plan.............................................................       B-11
Taxes.....................................................................................       B-11
Performance Data..........................................................................       B-12
Additional Information....................................................................       B-14
Financial Statements......................................................................       B-14
</TABLE>
    

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

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

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

    Value  Line  Intermediate  Bond  Fund,  Inc.  (the  "Fund")  is  a  no-load,
diversified, open-end management investment company. Its investment objective is
high  current  income  consistent with  low  volatility of  principal.  The Fund
intends to limit its annual portfolio turnover so that realized short-term gains
on securities held for less  than three months are less  than 30% of the  Fund's
gross  income so that the Fund will meet one of the tests for qualification as a
regulated investment company under the Internal Revenue Code.

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

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

OPTIONS

    A  call option is a contract that, in return for a premium, gives the holder
of the option the right to buy from  the writer of the call option the  security
underlying  the option at a specified exercise price at any time during the term
of the option. The writer of the  call option has the obligation, upon  exercise
of  the option, to deliver the underlying  security upon payment of the exercise
price during the option period.  A put option is the  reverse of a call  option,
giving  the holder the right  to sell the security  to the writer and obligating
the writer to purchase the underlying security from the holder.

    A call option is "covered" if the Fund holds a call on the same security, as
the call written where the  exercise price of the call  held is (a) equal to  or
less  than  the exercise  price  of the  call written  or  (b) greater  than the
exercise price of the call written if  the difference is maintained by the  Fund
in  cash, U.S. Government securities or  other high grade short-term obligations
in a segregated account held with its custodian. An option on securities is also
covered if the Fund owns the underlying  security covered by the call or has  an
absolute  and immediate right  to acquire that  security without additional cash
consideration (or for additional cash consideration held in a segregated account
by its custodian) upon  conversion or exchange of  other securities held in  its
portfolio.  A put option is  "covered" if the Fund  maintains cash or other high
grade short-term  obligations with  a value  equal to  the exercise  price in  a
segregated  account held  with its custodian,  or else  holds a put  on the same
security, as the put written where the  exercise price of the put held is  equal
to or greater than the exercise price of the put written.

    OPTIONS  ON LISTED SECURITIES.   Portfolio securities  on which call options
may  be  written  will   be  purchased  solely  on   the  basis  of   investment
considerations  consistent with the Fund's investment objectives. When writing a
covered call  option,  the  Fund,  in  return for  the  premium,  gives  up  the
opportunity  for profit from  a price increase in  the underlying security above
the exercise  price, but  retains  the risk  of loss  should  the price  of  the
security  decline. If a call  option which a Fund  has written expires, the Fund
will realize a  gain in the  amount of the  premium; however, such  gain may  be
offset  by a decline in  the market value of  the underlying security during the
option period. If the call option is  exercised, a decision over which the  Fund
has  no control,  the Fund  will realize  a gain  or loss  from the  sale of the
underlying security.

    The Fund will generally write covered put options in circumstances where the
Fund's investment  adviser wishes  to purchase  the underlying  security at  the
exercise  price at  the time  the option  is written.  By writing  a covered put
option, the Fund, in exchange  for the premium received,  accepts the risk of  a
decline in the market value of the underlying security below the exercise price.
Because the Fund does not own the specific securities that it may be required to
purchase  in  the  exercise  of the  put,  the  Fund can  not  benefit  from any
appreciation  with  respect   to  those  securities.   If  the  option   expires
unexercised, the Fund

                                      B-2
<PAGE>
will  realize  a gain  in the  amount of  the premium  received for  writing the
option. If the put option  is exercised, a decision over  which the Fund has  no
control,  the Fund must purchase the  underlying security from the option holder
at the exercise price.

    Call options may be purchased by the  Fund for the purpose of acquiring  the
underlying  securities for its  portfolio in anticipation of  an increase in the
market value of the  securities or to protect  unrealized gains on call  options
previously  written by it. The  Fund would ordinarily recognize  a gain on these
options if  the value  of  the securities  increased  above the  exercise  price
sufficiently  to cover  the premium and  would have a  loss if the  value of the
securities remained at or below the exercise price during the option period.

    Put options  may be  purchased by  the Fund  to offset  or hedge  against  a
decline  in  the market  value  of the  securities  in the  Fund's  portfolio or
securities of the sort in which the Fund is permitted to invest. Put options may
also be purchased by the Fund for the purpose of affirmatively benefiting from a
decline in the price of  securities that the Fund does  not own. The Fund  would
ordinarily  recognize a  gain on  these options if  the value  of the securities
decreased below the exercise price sufficiently  to cover the premium and  would
recognize  a  loss if  the  value of  the securities  remained  at or  above the
exercise price.

    If the  Fund has  written an  option,  it may  terminate its  obligation  by
effecting  a closing purchase transaction. This is accomplished by purchasing an
option of  the same  series (options  that  have the  same exercise  prices  and
expiration dates as those written by the Fund) as the option previously written.
Once  the Fund has been  assigned an exercise notice,  however, the Fund will be
unable to effect a closing purchase  transaction. Similarly, if the Fund is  the
holder  of an option it  may liquidate its position  by effecting a closing sale
transaction. This is accomplished by selling an option of the same series as the
option previously purchased. Generally,  the Fund will realize  a profit from  a
closing  transaction if the  price of the  transaction is less  than the premium
received from writing the option  or is more than  the premium paid to  purchase
the option; the Fund will realize a loss from a closing transaction if the price
of  the transaction is more than the premium received from writing the option or
is less than the premium paid to purchase the option.

    There can be no assurance that either a closing purchase or sale transaction
can be effected when the Fund so desires.  Where the Fund is unable to effect  a
closing purchase transaction, it may be forced to incur brokerage commissions or
dealer  spreads in selling securities that it  receives or may be forced to hold
underlying securities until an option is  exercised or expires. In addition,  to
the  extent  that option  markets close  before the  markets for  the underlying
securities,  significant  price  and  rate  movements  can  take  place  in  the
securities markets that can not be reflected in the option markets.

    OTC OPTIONS.  The Fund may purchase or sell covered over-the-counter ("OTC")
or dealer options. Unlike listed options where the Fund would look to a clearing
corporation  to exercise those  options, if the  Fund were to  purchase a dealer
option, it would rely on the dealer from whom it purchased the option to perform
if the option were exercised.  If the dealer fails  to exercise the option,  the
Fund  would lose the premium it paid for  the option and the expected benefit of
the transaction.

    Listed options  generally  have  a continuous  liquid  market  while  dealer
options  have none. Consequently, the Fund will generally be able to realize the
value of a dealer option it has purchased only by exercising it or reselling  it
to  the dealer who issued it. Similarly, when  a Fund writes a dealer option, it
generally will be able to close out  the option prior to its expiration only  by
entering  into a closing purchase transaction with  the dealer to which the Fund
originally wrote the option.  Although the Fund will  seek to enter into  dealer
options  only with dealers who will agree to and that are expected to be capable
of entering into closing transactions with  the Fund, there can be no  assurance
that the Fund will be able to

                                      B-3
<PAGE>
liquidate  a dealer option at a favorable price at any time prior to expiration.
The inability to enter into a closing transaction may result in material  losses
to  the Fund. Until the Fund, as a covered dealer call option writer, is able to
effect a  closing  purchase  transaction,  it will  not  be  able  to  liquidate
securities  (or other assets) used to cover  the written option until the option
expires or is exercised. This requirement may impair the Fund's ability to  sell
portfolio  securities at  a time  when such sale  might be  advantageous. In the
event of insolvency of the  other party, the Fund may  be unable to liquidate  a
dealer option.

    The  staff of the SEC  has taken the position  that purchased dealer options
and the assets  used to  cover the written  dealer options  are unmarketable  or
illiquid  securities. The Fund may treat the  cover used for written OTC options
as liquid if the dealer  agrees that the Fund may  repurchase the OTC option  it
has  written for a maximum price to be calculated by a predetermined formula. In
such cases, the OTC option would be  considered illiquid only to the extent  the
maximum  purchase price  under the  formula exceeds  the intrinsic  value of the
option. Accordingly, the Fund will treat dealer options as subject to the Funds'
limitation on unmarketable or  illiquid securities. If  the SEC's staff  changes
its  position  on the  liquidity of  dealer  options, the  Fund will  change its
treatment of them accordingly.

FINANCIAL FUTURES CONTRACTS AND OPTIONS THEREON

    The Fund  is  authorized to  engage  in transactions  in  financial  futures
contracts  ("futures contracts"), and related  options on such futures contracts
as a  hedge  against  adverse changes  in  the  market value  of  its  portfolio
securities  and interest rates.  A futures contract is  an agreement between two
parties which obligates  the purchaser of  the futures contract  to buy and  the
seller of a futures contract to sell a security for a set price on a future date
or,  in  the case  of  an index  futures  contract, to  make  and accept  a cash
settlement based upon the difference in value of the index between the time  the
contract  was entered into and  the time of its  settlement. Transactions by the
Fund in futures contracts  and financial futures are  subject to limitations  as
described below.

    The Fund may sell financial futures contracts in anticipation of an increase
in  the general level of interest rates.  Generally, as interest rates rise, the
market values  of securities  which may  be held  by the  Fund will  fall,  thus
reducing  the net asset value of the  Fund. However, as interest rates rise, the
value of the Fund's  short position in  the futures contract  will also tend  to
increase,  thus offsetting all  or a portion  of the depreciation  in the market
value of the  Fund's investments  which are being  hedged. While  the Fund  will
incur  commission expenses in  selling and closing-out  futures positions, these
commissions are  generally less  than the  transaction expenses  which the  Fund
would  have incurred had the  Fund sold portfolio securities  in order to reduce
its exposure  to  increases  in  interest rates.  The  Fund  also  may  purchase
financial  futures contracts in anticipation of a decline in interest rates when
it is not  fully invested in  a particular market  in which it  intends to  make
investments  to gain  market exposure  that may  in part  or entirely  offset an
increase in the  cost of securities  it intends to  purchase. It is  anticipated
that,  in a substantial  majority of these transactions,  the Fund will purchase
securities upon termination of the futures contract. In the event interest rates
increased, such purchase of securities  would be at a  higher price than if  the
Fund had not purchased the futures contract.

    The  Fund also has authority  to purchase and write  call and put options on
futures contracts in  connection with its  hedging activities. Generally,  these
strategies  are  utilized under  the same  market  and market  sector conditions
(i.e., conditions relating to specific types  of investments) in which the  Fund
enters  into futures  transactions. The Fund  may purchase put  options or write
call options on  futures contracts  rather than selling  the underlying  futures
contract  in anticipation of a decrease in the  market value of a security or an
increase in interest rates.  Similarly, the Fund may  purchase call options,  or
write

                                      B-4
<PAGE>
put  options on  futures contracts,  as a  substitute for  the purchase  of such
futures to hedge against  the increased cost resulting  from an increase in  the
market value or a decline in interest rates of securities which the Fund intends
to purchase.

    Regulations  of the Commodity Futures Trading Commission ("CFTC") applicable
to the Fund require that all of the Fund's transactions in futures contracts and
options on futures contracts constitute bona fide hedging transactions and  that
the Fund not enter into such transactions if, immediately thereafter, the sum of
the  amount of initial margin deposits  on the Fund's existing futures positions
and premiums paid for related options would exceed 5% of the market value of the
Fund's total assets.

    When the  Fund  purchases a  futures  contract or  writes  a put  option  or
purchases  a call option thereon, an amount of cash and cash equivalents will be
deposited in a segregated account with  the Fund's custodian so that the  amount
so  segregated, plus the amount  of variation margin held  in the account of its
broker, equals the market value of  the futures contract, thereby ensuring  that
the use of such futures is unleveraged.

    RISK FACTORS IN OPTIONS AND FUTURES TRANSACTIONS.

    Utilization  of  options and  futures  transactions to  hedge  the portfolio
involves the risk of imperfect correlation in movements in the price of  options
and  futures and movements in the prices of the securities which are the subject
of the hedge. If the price of the options or futures moves more or less than the
price of the subject of the hedge, the Fund will experience a gain or loss which
will not be completely offset  by movements in the price  of the subject of  the
hedge.  This risk particularly applies to the  Fund's use of futures and options
thereon  since  it  will   generally  use  such   instruments  as  a   so-called
"cross-hedge,"  which means that the security that is the subject of the futures
contract is different from the security  being hedged by the contract. The  Fund
will  not purchase puts, calls, straddles, spreads or any combination thereof if
by reason  thereof the  premiums  paid for  the  aggregate investments  in  such
classes  of  securities exceed  5% of  the Fund's  total assets  at the  time of
purchase.

    The Fund  intends to  enter into  options and  futures transactions,  on  an
exchange or in the over-the-counter market, only if there appears to be a liquid
secondary market for such options or futures. However, there can be no assurance
that a liquid secondary market will exist at any specific time. Thus, it may not
be  possible to  close an  options or futures  position. The  inability to close
options and futures positions  also could have an  adverse impact on the  Fund's
ability  to effectively hedge its  portfolio. There is also  the risk of loss by
the Fund of margin deposits or collateral in the event of bankruptcy of a broker
with whom the Fund has an open position  in an option, a futures contract or  an
option related to a futures contract.

                            INVESTMENT RESTRICTIONS

    The Fund may not:

       (1) Engage in arbitrage transactions, short sales, purchases on margin or
           participate  on a  joint or  joint and  several basis  in any trading
    account in securities,  except in connection  with the purchase  or sale  of
    futures  transactions and to  deposit or pay initial  or variation margin in
    connection with financial futures contracts or related options transactions.

       (2) 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.

                                      B-5
<PAGE>
       (3) 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, over-the-counter options held
    by the Fund and the  portion of the assets used  to cover such options  when
    taken  together with  other securities  that are  illiquid by  virtue of the
    absence of  a readily  available market  do  not exceed  10% of  the  Fund's
    assets.  The Fund  may lend its  portfolio securities  to broker-dealers and
    institutional investors if as  a result thereof the  aggregate value of  all
    securities loaned does not exceed 25% of the total assets of the Fund.

       (4) Purchase   real  estate  or   interests  therein  (including  limited
           partnership interests, but  excluding mortgage-backed securities  and
    stripped  mortgage-backed securities)  or interests  in oil,  gas or mineral
    leases.

       (5) Invest in commodities  or commodity contracts,  except that the  Fund
           may  invest in futures contracts  and financial futures contracts and
    options on futures contracts and financial futures contracts.

       (6) With respect to 75% of the Fund's  assets invest more than 5% of  the
           value  of its  total assets  in the securities  of any  one issuer or
    purchase more than 10%  of the outstanding voting  securities, or any  other
    class  of securities, of  any one issuer. For  purposes of this restriction,
    all outstanding debt securities  of an issuer are  considered as one  class.
    This  restriction does not apply to  obligations issued or guaranteed by the
    U.S. government, its agencies or instrumentalities.

       (7) Purchase securities of other registered investment companies,  except
           in mergers or other business combinations.

       (8) Invest  25% or more of its assets in securities of issuers in any one
           industry. This restriction, does not  apply to obligations issued  or
    guaranteed  by  the U.S.  Government, its  agencies or  instrumentalities or
    government sponsored enterprises.

       (9) 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.

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

       (11)Invest in warrants.

       (12)Issue senior securities or 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,
    except that the Fund may enter into mortgage rolls, mortgage swaps,  reverse
    repurchase agreements, with up to 33 1/3% of its net assets.

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

    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,  except for  the Fund's  policy on
borrowing.

                                      B-6
<PAGE>
                             DIRECTORS AND OFFICERS

   
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE               POSITION WITH FUND          PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ----------------------------------  ----------------------  --------------------------------------------------
<S>                                 <C>                     <C>
 *Jean Bernhard Buttner             Chairman of the Board   Chairman, President and Chief Executive Officer of
 Age 61                             of Directors,           the  Adviser  and  Value  Line  Publishing,   Inc.
                                    President               Chairman  of the  Value Line Funds  and Value Line
                                                            Securities, Inc.
 Francis C. Oakley                  Director                Professor of  History, Williams  College, 1961  to
 54 Scott Hill Road                                         present   and   President  Emeritus   since  1994;
 Williamstown, MA 01267                                     President   of   Williams   College,    1985-1993;
 Age 64                                                     Director, Berkshire Life Insurance Company.
 Marion N. Ruth                     Director                Real  Estate  Executive;  President,  Ruth  Realty
 5 Outrider Road                                            (real estate broker).
 Rolling Hills, CA 90274
 Age 61
 Frances T. Newton                  Director                Computer  Programming  Professional,  Duke   Power
 4921 Buckingham Drive                                      Company.
 Charlotte, NC 28209
 Age 54
 Charles Heebner                    Vice President          Director  of Fixed  Income with  the Adviser since
 Age 59                                                     1989.
 John Risner                        Vice President          Portfolio Manager  with  the Adviser  since  1992;
 Age 36                                                     Assistant  Vice President,  Bankers Trust Company,
                                                            1987-1992.
 David T. Henigson                  Vice President,         Compliance Officer and since 1992, Vice  President
 Age 38                             Secretary and           and  Director  of the  Adviser. Director  and Vice
                                    Treasurer               President of the Distributor.
 ---------------* "Interested"
 director as defined in the
 Investment Company Act of 1940
 (the "1940 Act").
</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  of the  Fund who  are not affiliated  with the  Adviser receive total
annual compensation from the Fund and the  other Value Line Funds of which  each
is  a  director of  $20,000 plus  reimbursement  of out-of-pocket  expenses. The
following table sets  forth information regarding  compensation of Directors  by
the  Fund and by the Fund and the three  other Value Line Funds of which each of
the Directors is a  director for the  fiscal year ended  October 31, 1995.  (Mr.
Oakley  and Ms. Ruth were  elected Directors of the  Fund on September 21, 1995;
Ms. Newton  was elected  a Director  on  October 31,  1995). Directors  who  are
officers  or employees of the  Adviser do not receive  any compensation from the
Fund or any of the Value Line funds.
    

                                      B-7
<PAGE>
   
                               COMPENSATION TABLE
                       FISCAL YEAR ENDED OCTOBER 31 1995
    

   
<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      (4 FUNDS)
- -------------------------------------------------  ---------------  -------------------  -------------  --------------
<S>                                                <C>              <C>                  <C>            <C>
Jean B. Buttner                                       $     -0-                N/A               N/A      $      -0-
Francis C. Oakley                                           -0-                N/A               N/A          20,000
Marion N. Ruth                                              -0-                N/A               N/A          20,000
Frances T. Newton                                           -0-                N/A               N/A          20,000
</TABLE>
    

   
    As of October 31, 1995,  no person owned of record  or, to the knowledge  of
the  Fund, owned beneficially, 5% or more  of the outstanding stock of the Fund,
except for the Adviser (and its parent) which owned 1,045,652 shares or 53.7% of
the outstanding shares.
    

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

   
    The Investment advisory  agreement between  the Fund and  the Adviser  dated
April 1, 1992 provides for an advisory fee at an annual rate of 1/2 of 1% on the
Fund's  average daily net assets during the  year. During the fiscal years ended
October 31, 1993,  1994 and  1995, the  Fund paid  or accrued  advisory fees  of
$145,303,  $208,159  and  $79,866.  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% of any 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, audit
and fund accounting expenses, 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 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
$4 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

                                      B-8
<PAGE>
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,  the  Adviser  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  Adviser and/or  its affiliates,  officers, directors  and employees may
from time to time  own securities which  are also held in  the portfolio of  the
Fund.  The  Adviser has  imposed rules  upon itself  and such  persons requiring
monthly reports  of  security transactions  for  their respective  accounts  and
restricting  trading in various  types of securities in  order to avoid possible
conflicts of interest. The  Adviser may from time  to time, directly or  through
affiliates,  enter into agreements to  furnish for compensation special research
or financial  services  to  companies, including  services  in  connection  with
acquisitions,  mergers or financings.  In the event that  such agreements are in
effect with respect to issuers of securities held in the portfolio of the  Fund,
specific  reference  to  such  agreements  will  be  made  in  the  "Schedule of
Investments" in  shareholder  reports  of the  Fund.  As  of the  date  of  this
Statement of Additional Information, no such agreements exist.

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

   
    Orders  for the  purchase and sale  of portfolio securities  are placed with
brokers and dealers who,  in the judgment  of the Adviser,  are able to  execute
them  as  expeditiously  as possible  and  at  the best  obtainable  price. Debt
securities are traded principally in the over-the-counter market on a net  basis
through  dealers acting for their own account  and not as brokers. 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
services may include but are not  limited to information as to the  availability
of  securities  for  purchase or  sale;  statistical or  factual  information or
opinions pertaining to investments; and  appraisals or evaluations of  portfolio
securities.  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.  From its  inception to  October 31,  1993, all  of the  Fund's
transactions  were at net prices and there were no brokerage commissions paid by
the Fund. For the years ended October 31, 1994 and 1995, the Fund paid brokerage
commissions of $12,130 and $1,641, respectively.
    

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

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

                                      B-9
<PAGE>
   
    The  Fund  has  entered  into  a  distribution  agreement  with  Value  Line
Securities, Inc. (the "Distributor"), pursuant to which the Distributor acts  as
principal  underwriter and distributor of the Fund for the sale and distribution
of its shares. The Distributor is a wholly-owned subsidiary of the Adviser.  For
its services under the agreement, the Distributor is not entitled to receive any
compensation   although  it  does   receive  payments  under   the  Service  and
Distribution Plan. The Distributor also serves as distributor to the other Value
Line funds.
    

AUTOMATIC PURCHASES:   The  Fund  offers a  free  service to  its  shareholders,
Valu-Matic  Bank Check Program, through which monthly investments of $25 or more
are automatically made  into the  shareholder's Value Line  account. The  Fund's
Transfer  Agent debits via  automated clearing house  a draft 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 debit information each month with his bank statement). The required form
to enroll in this program is available upon request from the Distributor.

RETIREMENT PLANS:  Shares of the Fund may be purchased as the investment  medium
for  various tax-sheltered retirement plans.  Upon request, the Distributor 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 the Distributor at 1-800-223-0818 during New York business hours.

                              HOW TO REDEEM SHARES
     (SEE ALSO "HOW TO REDEEM SHARES" AND "INVESTOR SERVICES" IN THE FUND'S
                                  PROSPECTUS)

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

    The value of shares of the Fund on  redemption may be more or less than  the
shareholder's  cost, depending upon the market value of the Fund's assets at the
time. Shareholders should note that if a  loss has been realized on the sale  of
shares of the Fund, the loss may be disallowed for tax purposes if shares of the
same Fund are purchased within (before or after) 30 days of the sale.

    It  is possible that conditions may exist  in the future which would, in the
opinion of the Board of Directors, make  it undesirable for the Fund to pay  for
redemptions in cash. In such cases the Board may authorize payment to be made in
portfolio  securities  or other  property  of the  Fund.  However, the  Fund has
obligated itself under the 1940 Act to redeem for cash all shares presented  for
redemption by any one shareholder up to $250,000 (or 1% of the Fund's net assets
if  that  is less)  in any  90-day  period. Securities  delivered in  payment of
redemptions are valued at the same value  assigned to them in computing the  net
asset  value  per  share.  Shareholders  receiving  such  securities  may  incur
brokerage costs on their sales.

                                      B-10
<PAGE>
                         SERVICE AND DISTRIBUTION PLAN
      (SEE ALSO "SERVICE AND DISTRIBUTION PLAN" IN THE FUND'S PROSPECTUS)

    The Service and Distribution Plan, adopted pursuant to Rule 12b-1 under  the
Investment  Company Act  of 1940, provides  for the payment  of certain expenses
incurred  by  Value  Line  Securities,   Inc.  in  advertising,  marketing   and
distributing  the Fund's shares and for  servicing the Fund's shareholders at an
annual rate of 0.25% of the Fund's average daily net assets.

                                     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  of 1986, as amended  (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.

   
    Distributions of  investment income  and  of the  excess of  net  short-term
capital  gain over  net long-term  capital loss  are taxable  to shareholders as
ordinary income. Distributions of the excess of net long-term capital gain  over
net  short-term capital loss (net capital gains) are taxable to the shareholders
as long-term capital gain, regardless  of the length of  time the shares of  the
Fund  have  been  held  by  such  shareholders  and  regardless  of  whether the
distribution is received in cash or in  additional shares of the Fund. The  Fund
does   not  anticipate  that   any  distributions  will   be  eligible  for  the
dividends-received deduction for corporate shareholders. Upon request, the  Fund
will  inform  shareholders of  the amounts  of dividends  which so  qualify. For
Federal income  tax purposes,  the Fund  had  a net  capital loss  carryover  at
October  31, 1995,  of $6,316,125  of which $28,176  will expire  on October 31,
2001, $3,907,636 will expire on October  31, 2002 and the balance of  $2,380,313
will  expire on October 31, 2003. To  the extent future capital gains are offset
by such capital losses, the Fund does not anticipate distributing any such gains
to the shareholders.
    

    Options and futures contracts  entered into by the  Fund will be subject  to
special  tax rules. These  rules may accelerate  income to the  Fund, defer Fund
losses, cause adjustments  in the  holding periods of  Fund securities,  convert
capital  gain into  ordinary income and  convert short-term  capital losses into
long-term capital losses.  As a  result, these  rules could  affect the  amount,
timing and character of Fund distributions.

    A  distribution by the Fund will result in reduction in the Fund's net asset
value per share. Such a distribution  is taxable to the shareholder as  ordinary
income  or  capital gain  as  described above  even  though, from  an investment
standpoint, it  may constitute  a return  of capital.  In particular,  investors
should  be careful to consider the tax  implications of buying shares just prior
to a distribution. The price of shares purchased at that time (at the net  asset
value  per share)  includes the  amount of  the forthcoming  distribution. Those
purchasing just prior to  a distribution will then  receive a return of  capital
upon   the  distribution  which  will  nevertheless  be  taxable  to  them.  All
distributions, whether received in shares or

                                      B-11
<PAGE>
cash, must be  reported by each  shareholder on his  Federal income tax  return.
Furthermore, under the Code, dividends declared by the Fund in October, November
or  December of any calendar year, and payable to shareholders of record in such
a month, shall be deemed to have been received by the shareholder on December 31
of such  calendar year  if such  dividend is  actually paid  in January  of  the
following calendar year.

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

    For  shareholders  who  fail   to  furnish  to   the  Fund  their   taxpayer
identification  numbers and certain  related information or  who fail to certify
that they are not  subject to back up  withholding, dividends, distributions  of
capital  gains and redemption proceeds paid by the Fund will be subject to a 31%
Federal income tax  withholding requirement. If  the withholding provisions  are
applicable,   any  such  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 taxes 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 compounded  rate  of return  over  the most  recent four
calendar quarters and the  period from the Fund's  inception of operations.  The
Fund may also advertise aggregate total return information for different periods
of time.

    The  Fund's  average  annual  compounded rate  of  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

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

                                      B-12
<PAGE>
    Aggregate total return is  calculated in a similar  manner, except that  the
results  are not  annualized. Each  calculation assumes  that all  dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period.

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

    The  yield computation is  determined by dividing  the net investment income
per share earned during the  period by the maximum  offering price per share  on
the  last day of the  period and annualizing the  resulting figure, according to
the following formula:

<TABLE>
<S>        <C>        <C>        <C>
Yield = 2    a - b           +1       6 -1
</TABLE>

               (   )
<TABLE>
<S>        <C>        <C>        <C>
              cd
</TABLE>

<TABLE>
<S>        <C>        <C>        <C>
Where:     a          =          dividends and interest earned during the period (calculated as required by the
                                 Securities and Exchange Commission);
           b          =          expenses accrued for the period (net of reimbursements);
           c          =          the average daily number of shares outstanding during the period that were
                                 entitled to receive dividends;
           d          =          the maximum offering price per share on the last day of the period.
</TABLE>

    The above formula will be used in calculating quotations of yield, based  on
specified 30-day periods identified in advertising by the Fund.

    The  Fund may also,  from time to  time, include a  reference to its current
quarterly or  annual  distribution rate  in  investor communications  and  sales
literature  preceded  or accompanied  by  a Prospectus,  reflecting  the amounts
actually distributed to shareholders which could include capital gains and other
items of income  not reflected  in the  Fund's yield,  as well  as interest  and
dividend  income received by the Fund  and distributed to shareholders (which is
reflected in the Fund's yield).

    All  calculations  of  the  Fund's  distribution  rate  are  based  on   the
distributions per share which are declared, but not necessarily paid, during the
fiscal  year. The distribution rate is  determined by dividing the distributions
declared during the period by the maximum  offering price per share on the  last
day  of  the period  and annualizing  the resulting  figure. In  calculating its
distribution rate, the  Fund has  used the same  assumptions that  apply to  its
calculation   of  yield.  The   distribution  rate  does   not  reflect  capital
appreciation or depreciation in the price of the Fund's shares and should not be
considered to be  a complete  indicator of  the return  to the  investor on  his
investment.

    The Fund's current yield, distribution rate 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.

                                      B-13
<PAGE>
                             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  October  31,  1995,
including  the financial highlights for the fiscal years ended October 31, 1995,
1994 and 1993  and the  period April 10,  1992 (commencement  of operations)  to
October  31, 1992, appearing in  the 1995 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  1995  Annual  Report  to  Shareholders  is  enclosed  with  this
Statement of Additional Information.
    

                                      B-14
<PAGE>
   
                    VALUE LINE INTERMEDIATE BOND FUND, INC.
                                     PART C
                               OTHER INFORMATION
    

   
<TABLE>
<C>        <S>        <C>
 ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS.

       a.  Financial Statements
           Included in Part A of this Registration Statement

           Financial Information

                        Financial Highlights for each of the three years in the period ended October
                        31, 1995 and for the period from April 10, 1992 (commencement of operations)
                        to October 31, 1992.

           Included in Part B of this Registration Statement:*

                      Schedule of Investments at October 31, 1995
                      Statement of Assets and Liabilities at October 31, 1995
                      Statement of Operations for the year ended October 31, 1995
                      Statements of Changes in Net Assets for the years ended October 31, 1995 and
                        October 31, 1994.
                      Financial Highlights for each of the three years in the period ended October 31,
                        1995 and the period from April 10, 1992 (commencement of operations) to
                        October 31, 1992
                      Report of Independent Accountants
                      Notes to Financial Statements

           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
             October 31, 1995.
</TABLE>
    

   
<TABLE>
<C>        <S>        <C>
       b.  Exhibits

           16. Calculation of Performance Data -- Exhibit 1
</TABLE>
    

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

<TABLE>
<C>        <S>        <C>
           None.
</TABLE>

ITEM 26.  NUMBER OF HOLDERS OF SECURITIES

   
    As of October 31,  1995, there were 619  record holders of the  Registrant's
Capital Stock ($.001 par value).
    

ITEM 27.  INDEMNIFICATION.

    Incorporated  by  Reference from  initial  Registration Statement  (filed on
November 22, 1991).

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

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

   
<TABLE>
<CAPTION>
                                        POSITION WITH
            NAME                         THE ADVISER                              OTHER EMPLOYMENT
- ----------------------------  ----------------------------------  ------------------------------------------------
<S>                           <C>                                 <C>
Jean Bernhard Buttner         Chairman of the Board,              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

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

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

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

   
    (a)  Value  Line Securities,  Inc., acts  as  principal underwriter  for the
       following Value  Line funds,  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  Small-Cap Growth  Fund, Inc.;  Value Line
       Asset Allocation Fund, Inc.; Value Line U.S. Multinational Company  Fund,
       Inc.
    

    (b)

   
<TABLE>
<CAPTION>
                                    (2)
                               POSITION AND               (3)
           (1)                    OFFICES            POSITION AND
    NAME AND PRINCIPAL        WITH VALUE LINE        OFFICES WITH
     BUSINESS ADDRESS        SECURITIES, INC.         REGISTRANT
- --------------------------  -------------------  ---------------------
<S>                         <C>                  <C>
Jean Bernhard Buttner       Chairman of the      Chairman of the Board
                            Board                and President
David T. Henigson           Vice President,      Vice President,
                            Secretary,           Secretary and
                            Treasurer and        Treasurer
                            Director
Stephen LaRosa              Asst. Vice           Asst. Treasurer
                            President            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.

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-1(f)
    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. 5 to  the registration statement on  Form N-1A (the "Registration
Statement"), of our  report dated December  8, 1995, relating  to the  financial
statements  and financial  highlights appearing in  the October  31, 1995 Annual
Report to  Shareholders  of  The  Value Line  Adjustable  Rate  U.S.  Government
Securities  Fund,  Inc.,  which  is  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
February 14, 1996
    

                                      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
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, the 14 day  of
February, 1996.
    

   
                                        VALUE LINE INTERMEDIATE
                                          BOND FUND, INC.

                                        By /s/   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 and Director; President;                February 14, 1996
              (Jean B. Buttner)                Principal Executive Officer

             *FRANCIS C. OAKLEY                Director                                         February 14, 1996
             (Francis C. Oakley)

               *MARION N. RUTH                 Director                                         February 14, 1996
              (Marion N. Ruth)

             *FRANCES T. NEWTON                Director                                         February 14, 1996
             (Frances T. Newton)

              /s/   DAVID T. HENIGSON          Treasurer; Principal Financial and               February 14, 1996
    ------------------------------------       Accounting Officer
             (David T. Henigson)
</TABLE>
    

By /s/   DAVID T. HENIGSON
   -------------------------------------
   (David T. Henigson, Attorney-in-fact)

                                      C-5

<PAGE>


                     VALUE LINE INTERMEDIATE BOND FUND, INC.

                SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATION
                                   EXHIBIT 16


Year(s) Ended 10/31/95:                1 year           3.56 years*
                                     ----------         -----------

Initial Investment:                      1,000               1,000
Balance at End of Period:                1,041               1,045
Change:                                     41                  45

Percentage Change:                        4.14%               4.47%

Average Annual Total Return:              4.14%               1.24%



*from 04/10/92 (commencement of operations)




<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF INCOME AND
RETAINED EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000881329
<NAME> VALUE LINE INTERMEDIATE BOND FUND
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-START>                             MAY-01-1995
<PERIOD-END>                               OCT-31-1995
<CASH>                                          49,324
<SECURITIES>                                    91,888
<RECEIVABLES>                                    5,026
<ALLOWANCES>                                     (359)
<INVENTORY>                                          0
<CURRENT-ASSETS>                               147,722
<PP&E>                                          14,280
<DEPRECIATION>                                   6,001
<TOTAL-ASSETS>                                 294,908
<CURRENT-LIABILITIES>                         (50,365)
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         1,000
<OTHER-SE>                                     196,682
<TOTAL-LIABILITY-AND-EQUITY>                   294,908
<SALES>                                         28,076
<TOTAL-REVENUES>                                42,839
<CGS>                                                0
<TOTAL-COSTS>                                   25,156
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 30,284
<INCOME-TAX>                                    11,810
<INCOME-CONTINUING>                             18,474
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,474
<EPS-PRIMARY>                                     1.85
<EPS-DILUTED>                                        0
        

</TABLE>


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