N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS

OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number    811-09174

Aegis Value Fund, Inc.

(Exact name of registrant as specified in charter)

1100 N. Glebe Road, Suite 1040, Arlington, VA  22201

(Address of principal executive offices) (Zip code)

Aegis Financial Corp.

1100 N. Glebe Road, Suite 1040, Arlington, VA  22201

(Name and address of agent for service)

Registrant's telephone number, including area code:   (703) 528-7788

Date of fiscal year end:    8/31

Date of reporting period:   5/31/09

Item 1.  SCHEDULE OF INVESTMENTS.

Aegis Value Fund

Schedule of Portfolio Investments

May 31, 2009

(Unaudited)

		Shares		Market Value
Common Stock - 99.4%
Consumer Discretionary - 31.2%
	Auto Components - 6.8%
	Cooper Tire & Rubber Co.	185,880	$	1,970,328
	Dana Holding Corp.(1)	2,014,745		2,639,316
	Superior Industries International, Inc.	128,791		1,555,795
				6,165,439
	Distributors - 3.6%
	Audiovox Corp. Class A(1)	551,470		3,209,555
	Handleman Co.(1)(2)	1,381,500		48,353
				3,257,908
	Hotels, Restaurants & Leisure - 2.1%
	Bowl America, Inc. Class A	9,481		116,142
	J. Alexander's Corp.(1)	120,010		492,041
	Lodgian, Inc.(1)	158,300		300,770
	Luby's, Inc.(1)	230,603		996,205
				1,905,158
	Household Durables - 3.7%
	Bassett Furniture Industries, Inc.(2)	1,053,931		2,234,334
	Coachmen Industries, Inc.(1)(2)	814,617		773,886
	M/I Homes, Inc.	28,800		332,928
				3,341,148
	Leisure Equipment & Products - 0.9%
	Head N.V.(1)	1,776,700		829,881
	Media - 0.6%
	Fisher Communications, Inc.	48,668		599,103
	Multiline Retail - 6.2%
	Dillard's, Inc. Class A	160,900		1,520,505
	Duckwall-ALCO Stores, Inc.(1)(2)	251,065		4,142,573
				5,663,078
	Specialty Retail - 1.7%
	Books-A-Million, Inc.	157,613		1,108,019
	Hastings Entertainment, Inc.(1)	71,556		293,380
	PEP Boys - Manny, Moe & Jack	21,200		149,460
				1,550,859
	Textiles, Apparel & Luxury Goods - 5.6%
	Delta Apparel, Inc.(1)(2)	552,046		4,250,754
	Tandy Brands Accessories, Inc.	313,276		855,244
				5,105,998
Total Consumer Discretionary				28,418,572

Consumer Staples - 5.3%
	Food Products - 1.2%
	Omega Protein Corp.(1)	233,585	$	1,090,842
	Tobacco - 4.1%
	Alliance One International, Inc.(1)	778,857		3,707,359
	Total Consumer Staples			4,798,201
Energy - 4.8%
	Energy Equipment & Services - 1.6%
	Leader Energy Services Ltd.(1)	526,300		31,218
	Patterson-UTI Energy, Inc.	98,100		1,406,754
				1,437,972
	Oil, Gas & Consumable Fuels - 3.2%
	Brigham Exploration Co.(1)	475,500		1,607,190
	Tesoro Corp.	81,087		1,373,614
				2,980,804
Total Energy				4,418,776
Financials - 28.3%
	Capital Markets - 0.9%
	BKF Capital Group, Inc.	331,200		331,200
	FBR Capital Markets Corp.(1)	98,556		497,708
				828,908
	Commercial Banks - 0.0%
	Citizens Bancshares Corp.	3,024		13,003
	Consumer Finance - 0.4%
	Advanta Corp. Class A	188,651		116,963
	Advanta Corp. Class B	305,657		213,960
				330,923
	Diversified Financial Services - 7.3%
	California First National Bancorp.	375,975		4,699,687
	Marlin Business Services Corp.(1)	207,591		788,846
	Medallion Financial Corp.	158,567		1,171,810
				6,660,343
	Insurance - 8.8%
	Old Republic International Corp.	94,000		961,620
	PMA Capital Corp. Class A(1)	702,456		3,413,936
	Specialty Underwriters' Alliance, Inc.(1)(2)	1,002,487		3,659,078
				8,034,634
	Real Estate Investment Trusts - 7.5%
	Brandywine Realty Trust	246,708		1,837,975
	BRT Realty Trust	417,182		1,501,855
	Friedman, Billings, Ramsey Group, Inc. Class A(1)	3,230,487		1,227,585
	HRPT Properties Trust	473,251		2,247,942
	Vestin Realty Mortgage I, Inc.	26,809		26,675
				6,842,032
	Real Estate Management & Development - 0.4%
	Thomas Properties Group, Inc.	235,237		350,503
	Thrifts & Mortgage Finance - 3.0%
	B of I Holding, Inc.(1)(2)	411,365		2,632,736
	First Federal of Northern Michigan Bancorp, Inc.	35,640		62,014
				2,694,750
Total Financials				25,755,096

Industrials - 15.6%
	Aerospace & Defense - 4.4%
	Allied Defense Group, Inc.(1)(2)	729,697	$	3,378,497
	Sparton Corp.(1)	96,221		235,742
	Sypris Solutions, Inc.	496,874		402,468
				4,016,707
	Airlines - 0.0%
	MAIR Holdings, Inc.(1)(2)(3)	1,360,922		—
	Machinery - 6.1%
	Hardinge, Inc.	252,921		1,176,083
	Tecumseh Products Co., Class A(1)	98,426		795,282
	Tecumseh Products Co., Class B(1)(2)	395,621		3,560,589
				5,531,954
	Marine - 1.3%
	International Shipholding Corp.	53,427		1,182,874
	Professional Services - 3.0%
	Spherion Corp.(1)	793,462		2,729,509
	Road & Rail - 0.7%
	Covenant Transportation Group, Inc. Class A(1)	223,121		689,444
	Trading Companies & Distributors - 0.1%
	Huttig Building Products, Inc.(1)	90,033		72,026
	Total Industrials			14,222,514
Information Technology - 1.5%
	Electronic Equipment, Instruments & Components - 1.0%
	Frequency Electronics, Inc.(1)	211,190		914,453
	Semiconductors & Semiconductor Equipment - 0.5%
	ChipMOS TECHNOLOGIES (Bermuda) Ltd.(1)	662,600		410,812
	Total Information Technology			1,325,265
Materials - 12.7%
	Chemicals - 3.7%
	American Pacific Corp.(1)(2)	534,150		3,354,462
	Containers & Packaging - 0.3%
	Mod-Pac Corp.(1)(2)	159,725		313,061
	Metals & Mining - 8.3%
	Amerigo Resources Ltd.	1,682,600		593,360
	Horsehead Holding Corp.(1)	947,771		6,804,996
	Mercator Minerals Ltd.(1)	9,500		14,097
	Olympic Steel, Inc.	5,000		92,300
	Yamana Gold, Inc.	3,289		38,711
				7,543,464
	Paper & Forest Products - 0.4%
	Canfor Corp.(1)	70,100		360,212
	Total Materials			11,571,199

Telecommunication Services - 0.0%
	Diversified Telecommunication Services - 0.0%
	Integrated Telecom Express, Inc.(1)(3)		308,300	$	3,083
Total Common Stock (Cost $171,435,432)					90,512,706
Investment Companies - 0.2%
	Canfor Pulp Income Fund		77,349		146,114
Total Investment Companies (Cost $311,382)					146,114
Short-Term Investments - 0.8%
	UMB Bank Money Market Fiduciary, 0.049%(4)	$	722,823		722,823
Total Short-Term Investments   (Cost $722,823)					722,823
Total Investments - 100.4%   (Cost $172,469,637)(5)					91,381,643
Liabilities less other assets - (0.4)%					(372,965	)
Net Assets -100.0%				$	91,008,678

________________________

(1) Non-income producing securities.

(2) Affiliated Company - The fund is owner of more than 5% of the outstanding voting securities.  See Notes to the Financial Statements for additional information on Investments in Affiliated Companies.

(3) Company is in liquidation and security is being fair valued according to policies and procedures approved by the Aegis Value Fund board of directors.

(4) Variable rate security; the coupon rate represents the rate at May 31, 2009.

(5) At May 31, 2009, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes was as follows:

Cost of Investments	$	172,932,193
Gross unrealized appreciation	$	9,843,388
Gross unrealized depreciation		<91,393,938	>
Net unrealized depreciation on investment	$	<81,550,550	>

The difference between cost amounts, if any, for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

Additional information on Investments in Affiliated Companies.

Transactions during the period with companies which are or were affiliates are as follows:

	Value						Dividends		Value
	Beginning				Sales		Credited to		End of
	of Period		Purchases		Proceeds		Income		Period
Allied Defense Group, Inc.	$	5,735,122	$	-	$	442,968	$	-	$	3,378,497
American Pacific Corp.		9,624,086		-		176,286		-		3,354,462
B of I Holding, Inc.		1,938,251		465,928		-		-		2,632,736
Bassett Furniture Industries, Inc.		9,702,449		120,894		35,979		94,382		2,234,334

Coachmen Industries, Inc.		1,097,758		317,661		-		-		773,886
Delta Apparel, Inc.		2,994,380		363,119		-		-		4,250,754
Duckwall-ALCO Stores, Inc.		2,359,428		696,821		-		-		4,142,573
Handleman Co.		2,666,295		-		-		-		48,353
Horsehead Holding Corp.*		9,720,954		4,217,359		4,195,663		-		6,804,996
MAIR Holdings, Inc.		1,592,279		-		-		-		-
Mod-Pac Corp.		658,067		-		-		-		313,061
Specialty Underwriters' Alliance, Inc.		4,795,676		221,434		5,407		-		3,659,078
Tecumseh Products Co., Class B **		10,013,167		-		-		-		3,560,589
Total	$	62,897,912	$	6,403,216	$	4,856,303	$	94,382	$	35,153,319

* No longer affiliated as of May 31, 2009.

** Class A shares of Tecumseh Products Co. did not reflect affiliated status as of August 31, 2008 or May 31, 2009.

Holdings in Class B shares represent more than 5% of the outstanding shares of that class, and more than 5% of the

voting control of the company, therefore Tecumseh Products Co. remains an affiliated company of Aegis Value Fund.

Various inputs are used in determining the value of the Fund’s investments.  These inputs are summarized in the three broad levels listed below:

· Level 1 – quoted prices for active markets for identical securities.  An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.  A quoted price in an active market provides the most reliable evidence of fair value.

· Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)  Quoted prices for identical or similar assets in markets that are not active.  Inputs that are derived principally from or corroborated by observable market data.  An adjustment to any observable input that is significant to the fair value may render the measurement a Level 3 measurement.

· Level 3 – significant unobservable inputs, including the Fund’s own assumptions in determining the fair value of investments.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s net assets as of 5/31/2009:

Valuation Inputs	Investment in Securities
Level 1 - Quoted Prices	$ 90,655,737
Level 2 – Other Significant Observable Inputs	$ 722,823
Level 3 – Significant Unobservable Inputs	$ 3,083
Total	$ 91,381,643

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investment in Securities
Beginning balance 9/1/08	$ 1,595,362
Realized gain/loss	-
Changes in unrealized appreciation (depreciation)*	$ (1,592,279)
Net purchases (sales)	-
Transfers in/out of Level 3	-
Ending balance 5/31/09	$ 3,083

* Fair valuation of MAIR Holdings, Inc., at May 31, 2009 reflects a decrease in market value due to liquidation proceeds which were recognized as return-of-capital, decreasing the position’s cost basis.  The simultaneous decrease in fair value and reduction in cost basis as a result of recognizing these liquidation proceeds had no effect on the net assets of the Fund.

ITEM 2.  CONTROLS AND PROCEDURES.

(a)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-3(c) under the Investment Company Act of 1940, as amended are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b)There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3.  EXHIBITS.

(a) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Aegis Value Fund, Inc.

By (Signature and Title) /s/Scott L. Barbee

Scott L. Barbee, President

Date:  July 29, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title) /s/Scott L. Barbee

Scott L. Barbee, President

Date:  July 29, 2009

By (Signature and Title) /s/Sarah Q. Zhang

Sarah Q. Zhang, Treasurer

Date:  July 29, 2009

EX-99.CERT

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act

I, Scott L. Barbee, Principal Executive Officer of the Aegis Value Fund, Inc., certify that:

1. I have reviewed this report on Form N-Q of the Aegis Value 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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures

to be designed under our supervision, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 29, 2009

By:  /s/ Scott L. Barbee

Title:   Principal Executive Officer

I, Sarah Q. Zhang, Principal Financial Officer of the Aegis Value Fund, Inc., certify that:

1. I have reviewed this report on Form N-Q of the Aegis Value 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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures

to be designed under our supervision, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 29, 2009

By:   /s/ Sarah Q. Zhang

Title:  Principal Financial Officer