INVESTMENT ADVISORY AGREEMENT

  AGREEMENT made as of the ____ day of _______, 2004, between VALUE LINE VALUE
FUND, INC. a Maryland corporation (hereinafter called "the Fund"), and VALUE
LINE, INC., a New York corporation (hereinafter called "the Company");

                                   WITNESSETH:

WHEREAS, the Fund desires to have the Company act as its investment adviser and
provide it with investment research, advice, supervision and management; and

  WHEREAS, the Company is willing to undertake the same upon the terms and
conditions set forth herein.

  NOW THEREFORE, it is hereby agreed by and between the parties hereto as
follows:

  1. Duties. The Company shall provide the Fund with such investment research,
data advice and supervision as the latter may from time to time consider
necessary for proper supervision of its funds. The Company shall act as manager
and investment adviser of the Fund and, as such, shall furnish continuously an
investment program and shall determine from time to time what securities shall
be purchased or sold by the Fund, and what portion of the assets of the Fund
shall be held uninvested, subject always to the provisions of the Fund's
Articles of Incorporation and By-Laws, to the Fund's fundamental investment
policies as in effect from time to time, and to the control and review by the
Fund's Board of Directors. The Company shall take, on behalf of the Fund, all
actions which it deems necessary to carry into effect the investment policies
determined as provided above, and to that end the Company may designate a person
or persons who are to be authorized by the Fund as the representative or
representatives of the Fund, to give instructions to the Custodian of the assets
of the Fund as to deliveries of securities and payments of cash for the account
of the Fund.

  2. Allocation of Charges and Expenses; Brokerage. The Company shall furnish at
its own expense all administrative services, office space, equipment and
administrative and clerical personnel necessary for managing the affairs of the
Fund. The Company shall also provide persons satisfactory to the Fund's Board of
Directors to act as officers and employees of the Fund and shall pay the
salaries and wages of all officers and employees of the Fund who are also
officers and employees of the Company or of an affiliated person (as defined in
the Investment Company Act of 1940) other than the Fund. All other costs and
expenses not expressly assumed by the Company under this Agreement, or to be
paid by the Distributor or Distributors of the shares of the Fund, shall be paid
by the Fund, including (i) interest and taxes; (ii) brokerage commissions and
other costs in connection with the purchase or sale of securities; (iii)
insurance premiums for fidelity and other coverage requisite to its operations;
(iv) compensation and expenses of its directors other than those affiliated with
the Company; (v) legal, audit and fund accounting expenses; (vi) custodian and
shareholder servicing agent fees and expenses; (viii) expenses incident to the
issuance of its shares against




payment therefor by or on behalf of the subscribers thereto, including printing
of stock certificates; (ix) fees and expenses incident to the registration under
the Securities Act of 1933 or under any state securities laws of shares of the
Fund for public sale and fees imposed on the Fund under the Investment Company
Act of 1940; (x) expenses of printing and mailing prospectuses, reports and
notices and proxy material to shareholders of the Fund; (xi) all other expenses
incidental to holding meetings of the Fund's shareholders; (xii) a pro rata
share, based on relative net asset value of the Fund and other investment
companies for which the Company also acts as manager and investment adviser, of
50% of the fees or dues of the Investment Company Institute; (xiii) fees and
expenses in connection with registration of the Fund or qualification of its
shares under the securities laws of states and foreign jurisdictions and (xiv)
such non-recurring expenses as may arise, including actions, suits or
proceedings to which the Fund is a party and the legal obligation which the Fund
may have to indemnify its officers and directors with respect thereto.

  The Company shall place purchase and sale orders for portfolio transactions of
the Fund with brokers and/or dealers including, where permitted by law, the
Fund's Distributor or affiliates thereof or of the Company, which, in the
judgment of the Company, are able to execute such orders as expeditiously as
possible and at the best obtainable price. Purchases and sales of securities
which are not listed or traded on a securities exchange shall ordinarily be
executed with primary market makers acting as principal except when it is
determined that better prices and executions may otherwise be obtained,
provided, that the Company may cause the Fund to pay a member of a securities
exchange, broker or dealer an amount of commission another member of an
exchange, broker or dealer would have charged for effecting that transaction if
the Company determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of that particular
transaction or the Company's overall responsibilities. As used herein,
"brokerage and research services" shall have the same meaning as in Section
28(e)(3) of the Securities Exchange Act of 1934, as such Section may be amended
from time to time, and any rules or regulations promulgated thereunder by the
Securities and Exchange Commission. It is understood that, consistent with the
Company's fiduciary duty to the Fund, it is the intent of this Agreement to
allow the Company the widest discretion permitted by law in determining the
manner and means by which portfolio securities' transactions can be affected in
the best interests of the Fund.

  3. Compensation. (a) For its services and for the facilities to be furnished
as provided herein, the Fund shall pay to the Company an advisory fee payable
monthly, computed at the annual rate of .75% of the Fund's average daily net
assets during the year, pro rated for any portion of a year during which the
Agreement is in effect. For this purpose, the value of the Fund's net assets
shall be determined in the same manner as for the purchase and redemption of
Fund shares as described in the Fund's current Prospectus.



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  (b) If the Fund's Distributor receives fees in connection with the tender of
portfolio securities of the Fund, the gross amount of the advisory fee computed
in accordance with the preceding paragraph 3(a) shall be reduced by the amount
of tender fees received; if the amount of such tender fees exceeds the amount of
advisory fees computed in accordance with paragraph 3(a), the excess shall be
paid by the Company to the Fund.

  4. Duration and Termination of Agreement. This Agreement shall become
effective on the date set forth above and shall continue in effect for a period
of more than two years from the date of its execution only so long as such
continuance is specifically approved at least annually in accordance with the
Investment Company Act of 1940. This Agreement may be terminated on sixty days
written notice by either party. This Agreement shall terminate automatically in
the event of its assignment as defined in the Investment Company Act of 1940.

  5. Name of Fund. The Company consents to the use by the Fund of the name
"Value Line Value Fund, Inc." so long, and only so long, as this Agreement (or
any agreement with any organization which has succeeded to the business of the
Company) or any extension, renewal or amendment thereof, remains in effect. The
Fund agrees that if and when no such agreement is in effect, (a) it will cease
to use said name or any name indicating or suggesting that the Fund is advised
by or otherwise connected with the Company and (b) it will not thereafter refer
to the former association between the Company and the Fund.

  6. Company May Act for Others. Nothing herein contained shall limit the
freedom of the Company or any affiliated person of the Company to render
investment supervisory or corporate administrative services to other investment
companies, to act as investment adviser or investment counselor to other
persons, firms or corporations, and to engage in other business activities.

  7. Amendment of Agreement. This Agreement may not be amended except pursuant
to a direction given by the vote of the holders of a majority (as defined in the
Investment Company Act of 1940) of the outstanding shares of the Fund.

  8. Liability. The Company shall not be liable for any error of judgment, or
mistake of law, or any loss suffered by the Fund, in connection with the matters
to which this Agreement relates, except for loss resulting from willful
misfeasance, bad faith or gross negligence of the Company in the performance of
its duties or from reckless disregard by the Company of its obligations and
duties hereunder.




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  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date and year first above
written.

                                  VALUE LINE VALUE FUND, INC.


                                  By:
                                     ----------------------


                                  VALUE LINE, INC.



                                  By:
                                     ----------------------












(INVEST ADVISORY AGR VALUE LINE VALUE FUND)



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