EX-99.77Q1 OTHR EXHB

Sub-Item 77Q3:

(a)(i)	The registrant's principal executive officer and principal
financial officer have concluded that the registrant's disclosure
controls and procedures (as defined in rule 30a-2(c) under the Act (17
CFR 270.30a-2(c)), based on their evaluation of these controls and
procedures as of a date within 90 days of the filing date of this
report, are appropriately designed to ensure that material information
relating to the registrant is made known to such officers and are
operating effectively.

(a)(ii)  The registrant's principal executive officer and principal
financial officer have determined that there have been no significant
changes in the registrant's internal controls or in other factors that
could significantly affect these controls subsequent to the date of
their evaluation, including corrective actions with regard to
significant deficiencies and material weaknesses.

(a)(iii) See attached certifications.

EX-99.77Q1 OTHR EXHB

						Certification

I, Jean Bernhard Buttner, Chairman and President of The Value
Line Special Situations Fund, Inc., certify that:

1. I have reviewed this report on Form N-SAR of  The Value Line
Special Situations Fund, Inc.:

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial information included in this
report, and the financial statements on which the financial
information is based, fairly present in all material respects the
financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required
to include a statement of cash flows) of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in rule 30a-2(c) under the Investment
Company Act) for the registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of  a date within 90 days prior to
the filing date of this report (the "Evaluation Date"); and

c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures abased
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize, and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal control; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated
in this report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.


Date:________________________


					By: /s/ Jean Bernhard Buttner
					           Jean Bernhard Buttner
					          Chairman and President
	    	                      The Value Line Special Situations
Fund, Inc.




						Certification

I, David T. Henigson, Vice President and Secretary/Treasurer of
The Value Line Special Situations Fund, Inc., certify that:

1. I have reviewed this report on Form N-SAR of The Value Line Special
Situations Fund, Inc.:

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;

3. Based on my knowledge, the financial information included in this
report, and the financial statements on which the financial
information is based, fairly present in all material respects the
financial condition, results of operations, changes in net assets,
and cash flows (if the financial statements are required to include
a statement of cash flows) of the registrant as of, and for, the
periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in rule 30a-2(c) under the Investment Company Act) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of  a date within 90 days prior to
the filing date of this report (the "Evaluation Date"); and

c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures abased
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize, and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal control; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in
this report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Date:________________________


					By: /s/ David T. Henigson
					           David T. Henigson
				 Vice President and Secretary/Treasurer
	    	                 The Value Line Special Situations Fund,
Inc.

EX-99.77B ACCT LTTR

Report of Independent Accountants

To the Board of Directors and Shareholders
of The Value Line Special Situations Fund, Inc.

In planning and performing our audit of the financial statements of TheValue
Line Special Situations Fund, Inc. (the "Company") for the year ended December
31, 2002, we considered its internal control, including control activities for
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, not to provide assurance on internal
control.

The management of the Company is responsible for establishing and maintaining
internal control.  In fulfilling this responsibility, estimates and judgments
by management are required to assess the expected benefits and related costs
of controls.  Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted accounting
principles.  Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or fraud may occur
and not be detected.  Also, projection of any evaluation of internal control
to future periods is subject to the risk that controls may become inadequate
because of changes in conditions or that the effectiveness of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants.  A
material weakness is a condition in which the design or operation of one or
more of the internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in amounts that
would be material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions.  However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses as defined
above as of December 31, 2002.

This report is intended solely for the information and use of the Board of
Directors, management and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.



S/S: PricewaterhouseCoopers LLP
New York, New York
February 14, 2003

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