May 15, 1995
ATTN: FILER SUPPORT
Securities and Exchange Commission
6432 General Green Way
Alexandria, VA 22312
Re: Value Line Asset Allocation Fund, Inc.
File No. 33-62240
CIK #0000904170
Gentlemen:
This filing refers to Form Rule 24f-2 Notice for the above-
mentioned registrant. A paper copy of this filing was previously
filed with your office, and a certified check in the amount of $
1511.24 respesenting the appropriate filing fee has been sent to
Mellon Bank: Lockbox # 910-8739.
Very truly yours,
Peter D. Lowenstein
Legal Counsel
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VALUE LINE ASSET ALLOCATION FUND, INC.
24f-2 NOTICE FOR THE FISCAL YEAR ENDING MARCH 31, 1995
FILE NO. 33-62240
l. Year Ending: March 31, 1995
2. Shares registered under
Securities Act of l933
which were unsold at 4/1/95: Unlimited
3. Shares registered during
year other than pursuant to
Rule 24f-2: N/A
4. Shares sold during the year
ended 3/31/95: 443,662
5. Shares sold during the year
ended 3/31/95 pursuant to
Rule 24f-2: 443,662
6. Shares redeemed during the
year ended 3/31/95: 45,595
7. Amount of fee* $ 1,511.24
*Based on aggregate sale price for which such securities
were sold ($4,879,999) reduced by redemption price of
such securities redeemed ($497,439).
This notice is accompanied by an opinion of counsel con-
cerning the shares registered pursuant to Rule 24f-2 dur-
ing the fiscal year ended 3/31/95.
The above computation is true and correct
to the best of my knowledge and belief.
_______________________________________
Stephen LaRosa, Assistant Treasurer
Dated:
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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
May 3, 1995
Value Line Asset Allocation 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 Asset
Allocation Fund, Inc., a Maryland corporation (the "Fund"), in
connection with the registration and sale of shares of its common
stock, par value $1.00 per share, under the Securities Act of 1933
and in accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, as amended, and as described and
set forth in its Registration Statement 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 May 2, 1995 signed by your
Assistant Treasurer, and a certificate of the Assistant Treasurer
which states that of the 443,662 shares issued during the year
ending March 31, 1995 (excluding shares issued in reinvestment of
dividends), all of such shares were fully paid as of March 31, 1995
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,
Peter D. Lowenstein
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