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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
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1. Name and address of issuer:
Value Line Small-Cap Growth Fund
220 East 42nd Street
New York, NY 10017
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2. Name of each series or class of funds for which this notice is filed:
Common Stock - $.001 par value.
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3. Investment Company Act File Number: 811-7388
Securities Act File Number: 33-56028
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4. Last day of fiscal year for which this notice is filed:
March 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the Fiscal year but before termination of the issuer's 24f-2
declaration:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
/ /
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
-0-
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
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9. Number and aggregate sale price of securities sold during the fiscal year.
382,670 Shares $5,469,128
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
382,670 Shares $5,469,128
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
9,151 Shares $130,225
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$5,469,128
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ -0-
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(iii)Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- 1,936,277
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ -0-
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(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 (line (i), plus line(ii), less
line (iii), plus line (iv)) (if applicable):
3,532,851
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x .000344828
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(viii)Fee due (line (i) or line (v) multiplied by line (vi)):
1,218.23
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INSTRUCTION:
Issuers should complete lines (ii), (iii), (iv) and (v) only if the form is
being filed within 60 days after the close of the issuer's fiscal year.
See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox as
described in section 3a of the Commission's Rules of Informal and Other
Procedures (17CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
April 16, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /S/ Stephen La Rosa Asst. Treas.
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(Name)
Assistant Treasurer
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(Title)
Stephen La Rosa
Assistant Treasurer
Date April 15, 1996
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*Please print the name and title of the signing
officer below the signature.
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PETER D. LOWENSTEIN
ATTORNEY AT LAW
TWO GREENWICH PLAZA, SUITE 100
GREENWICH, CONNECTICUT 06830
203 622-3932
FAX 203 622-0321
April 16, 1996
Value Line Small-Cap Growth Fund, Inc.
220 East 42nd Street
New York, NY 10017
Re: Rule 24f-2 Registration of Shares
Gentlemen:
I am familiar with the proceedings taken by Value Line Small-Cap Growth
Fund, Inc. a Maryland corporation (the "Fund"), in connection with the
registration and sale of shares of its common stock, par value $.001 per share,
under the Securities Act of 1933 and in accordance with the provisions of Rule
24f-2 under the Investment Company Act of 1940, as amended, and as described and
set forth in its Registration Statement on Form N-1A and in the Prospectus
constituting a part of said Registration Statement.
I have examined such corporate records of the Fund and other documents and
considered such questions of law as I have considered necessary as a basis for
this opinion. Specifically, I have examined a "Rule 24f-2 Notice" dated April
15, 1996, signed by your Assistant Treasurer, and a certificate of the Assistant
Treasurer which states that of the 382,670 shares issued during the year ending
March 31, 1996 (excluding 9,151 shares issued in reinvestment of dividends),
382,027 shares were fully paid as of such date and 643 shares were recorded on
the books of the Fund as issued but payment for those shares had not been made
and was not yet due in the ordinary course of your business.
Based upon the foregoing, I am of the opinion that the shares of the Fund
described in the Notice, the registration of which is made definite by the
filing of the Notice, were legally issued, fully paid and non-assessable.
I consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Peter Lowenstein
Peter D. Lowenstein
Legal Counsel
