APPENDIX A
 
 
                               VALUE LINE, INC.
 
                            AUDIT COMMITTEE CHARTER
 
     The Board of Directors (the "Board") of Value Line, Inc. (the "Company")
shall appoint the Audit Committee (the "Audit Committee") which should be
constituted and have the responsibility and authority as described herein.
 
 
PURPOSE
 
     The Audit Committee's primary purpose shall be to oversee the accounting
and financial reporting processes of the Company and the audits of the
financial statements of the Company.
 
 
ACTIVITIES
 
     In carrying out its responsibility, the Audit Committee shall undertake
the following activities:
 
   1.  The Audit Committee shall be directly responsible for the appointment,
       compensation, retention and oversight of the work of any independent
       auditor engaged (including resolution of disagreements between
       management and the auditor regarding financial reporting) for the
       purpose of preparing or issuing an audit report or performing other
       audit, review or attest services for the Company, and the independent
       auditor shall report directly to the Audit Committee.
 
   2.  Procedures for the receipt, retention, and treatment of complaints
       regarding accounting, internal accounting controls, or auditing matters
       have been established as follows:
 
       a. Anyone with concerns regarding questionable accounting or auditing
          matters or complaints regarding accounting, internal accounting
          controls or auditing matters may confidentially, and anonymously if
          they wish, submit such concerns or complaints to any of the Company's
          officers. All such concerns and complaints will be forwarded to the
          CEO. A record of all complaints and concerns received will be
          provided to the Audit Committee each fiscal quarter by the Company's
          Legal Counsel or any of its officers.
 
          The Audit Committee will evaluate the merits of any concerns or
          complaints received by it and authorize such follow-up actions, if
          any, as it deems necessary or appropriate to address the substance of
          the concern or complaint.
 
          The Company will not discipline, discriminate against or retaliate
          against any employee who reports a complaint or concern, unless it is
          determined that the report was made with knowledge that it was false.
 
   3.  The Audit Committee shall have the authority to engage independent
       counsel and other advisers, as it determines necessary to carry out its
       duties.
 
   4.  The Company shall provide for appropriate funding, as determined by the
       Audit Committee, in its capacity as a committee of the board of
       directors, for payment of:
 
       a. Compensation to any independent auditor engaged for the purpose of
          preparing or issuing an audit report or performing other audit,
          review or attest services for the Company;
 
 
       b. Compensation to any advisers employed by the Audit Committee under
          paragraph (3); and
 
       c. Ordinary administrative expenses of the Audit Committee that are
          necessary or appropriate in carrying out its duties.
 
   5.  The Audit Committee shall pre-approve all audit and permitted non-audit
       services to be provided by the independent auditor. The Audit Committee
       may delegate authority to pre-approve all auditing and permitted
       non-audit services in accordance with pre-approval policies and
       procedures established by the Audit Committee, provided that the Audit
       Committee is informed of each service so approved at the next meeting of
       the Audit Committee. These pre-approval requirements are subject to the
       exception for the de minimus provision of services set forth in
       Securities and Exchange Commission Regulation S-X, Section 2.01(c)(7)
       (i)(C).
 
   6.  The Audit Committee shall meet with the independent auditor prior to
       the audit to review the planning and staffing of the audit and approve
       the proposed fee for the audit.
 
   7.  The Audit Committee shall receive written periodic reports from the
       independent auditor delineating all relationships between the
       independent auditor and the Company. This report shall be consistent
       with Independence Standards Board Standard No. 1 regarding the auditor's
       independence. The Audit Committee shall actively engage in dialogue with
       the independent auditor with respect to any disclosed relationships or
       services that may impact the objectivity and independence of the
       auditor, and if determined by the Audit Committee, recommend that the
       Board take appropriate action to insure the independence of the auditor.
 
   8.  The Audit Committee shall receive the report of the independent
       auditor, prior to the filing of the independent auditor's audit report
       with the Securities and Exchange Commission, with respect to:
 
       a. All critical accounting policies and practices to be used;
 
       b. All alternative treatments within generally accepted accounting
          principles for policies and practices related to material items that
          have been discussed with management of the Company, including:
 
          i. Ramifications of the use of such alternative disclosures and
             treatments; and
 
          ii. The treatment preferred by the independent auditor; and
 
       c. Other material written communications between the independent auditor
          and the management of the Company, such as any management letter or
          schedule of unadjusted differences.
 
   9.  The Audit Committee shall receive any report by the Company's chief
       financial officer and/or chief executive officer concerning:
 
       a. any significant deficiencies or material weaknesses in the design or
          operation of internal control over financial reporting of the Company
          which are reasonably likely to adversely affect the Company's ability
          to record, process, summarize and report financial data; and
 
       b. any fraud regarding company business, whether or not material, that
          involves management or other employees who have a significant role in
          the Company's internal control over financial reporting.
 
 
                                       2
 
 
   10. The Audit Committee shall discuss with the independent auditor the
       matters required to be discussed by Statement on Auditing Standards No.
       61 relating to the conduct of the audit, including:
 
       a. Any difficulties encountered in the course of the audit work,
          including any restrictions on the scope of activities or access to
          required information;
 
       b. Significant financial reporting issues and judgments; and
 
       c. Any major changes to the Company's auditing and accounting principles
          and practices.
 
   11. Obtain from the independent auditor assurance that Section 10A of the
       Securities Exchange Act of 1934 has not been implicated.
 
   12. Review the Company's annual audited financial statements and the report
       thereon with the independent auditor and management prior to the
       publication of such statements.
 
   13. Adopt the report (to be prepared by the Company's legal counsel)
       required by the rules of the Securities and Exchange Commission to be
       included in the Company's annual proxy statement, which shall include a
       statement of whether the Audit Committee recommends to the Board of
       Directors that the audited financial statements be included in the
       Company's annual report on Form 10-K.
 
   14. Review and reassess the adequacy of this Charter annually and submit it
       to the Board for approval.
 
     The Audit Committee shall meet at least two times a year and make an oral
report to the Board following each meeting.
 
     While the Audit Committee has the responsibility and authority set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor.