[Logo]  Value Line, Inc.

                             220 East 42nd Street
                         New York, New York 10017-5891
                    Phone (212) 907-1500 / Fax (212) 818-9747






                                            September 29, 1999
                                            Value Line Hedged
                                               Opportunity Fund, Inc.
                                            File Nos. 333-44241
                                                      811-8607


Mr. Richard Pfordte
Branch Chief
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Dear Mr. Pfordte:

      Pursuant to Rule 477 promulgated under the Securities Act of 1933,
please withdraw the above-referenced Registration Statement.

      The Registration Statement is being withdrawn because of a business
decision made by the Adviser to the Registrant prior to the conduct of any
business activity. As a consequence, the Registration Statement never became
effective, and no public offering was ever made of the Registrant's shares of
common stock, nor were any of the Registrant's shares of common stock ever
issued.

                                            Sincerely,

                                            /s/ Peter D. Lowenstein
                                            -----------------------
                                                Peter D. Lowenstein
                                                Legal Counsel