PETER D. LOWENSTEIN
ATTORNEY AT LAW
TWO SOUND VIEW DRIVE
GREENWICH, CONNECTICUT 06830
203 622-3932
FAX 203 622-0321
BY EDGAR
April 24, 2006
Mr. Vince Di Stefano
Division of Investment Management
United States Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re: Value Line Premier Growth Fund, Inc.
File Nos. 2-12663; 811-719
Dear Mr. Di Stefano:
This letter is in response to the comments that you recently communicated
to me by telephone regarding the above-named registrant.
1. Under "What are the Fund's main investment strategies?"
on page 2 and under "Principal Investment Strategies" on
page 7 the following sentence has been inserted: "The
Fund may invest in small, mid or large capitalization
companies, including foreign companies."
2. Under "What are the main risks of investing in the Fund
on page 2, the following has been added:
"Investing in smaller or newer companies involves
the risk that these companies may have less
capital, a shorter history of operations and less
experienced management than larger more
established companies. In addition, securities of
smaller or newer companies may have more limited
trading markets than the markets for securities of
larger more established companies, and may be
subject to wide price fluctuations. Investment in
such companies tend to be more volatile and
somewhat more speculative."
"Investing in foreign companies may involve unique
risks compared to investing in securities of U.S.
issuers. These risks are more pronounced to the
extent the Fund invests in issuers in countries
with emerging markets or if the Fund invests
significantly in one country. These risks may
include: less information about foreign companies
may be available due to less rigorous disclosure
or accounting standards or regulatory practices;
adverse effect of currency exchange rates or
controls on the value of the Fund's investment;
the economies of foreign countries may grow at
slower rates than expected or may experience a
downturn or recession."
3. The second paragraph above (concerning investment in
foreign companies) has also been added under the
principal risks section on page 8.
In connection with this response, the registrant acknowledges that
A. The registrant is responsible for the adequacy and
accuracy of the disclosure in the filings;
B. Staff comments or changes to disclosure in response to
staff comments in the filings reviewed by the staff do
not foreclose the Commission from taking any action with
respect to the filing; and
C. The registrant may not assert staff comments as a
defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the
United States.
Very truly yours,
Peter D. Lowenstein
Legal Counsel
PDL:psp