N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file Number _811-03835_

­­ Value Line Centurion Fund, Inc.

(Exact name of registrant as specified in charter)

7 Times Square, New York, N.Y. 10036

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 212-907-1900

Date of fiscal year end: December 31

Date of reporting period: December 31, 2011

Item I.  Reports to Stockholders.

A copy of the Annual Report to Stockholders for the period ended 12/31/11 is included with this Form.

■ Value Line Centurion Fund, Inc. Annual Report To Contractowners

Stephen E. Grant,

Portfolio Manager

Objective:

Long-term growth

of capital

Inception Date:

November 15, 1983

Net Assets at

December 31, 2011:

$129,028,960

Portfolio

Composition at

December 31, 2011:

(Percentage of Total

Net Assets)

An Update from Fund Management (Unaudited)

We are pleased to report that the Value Line Centurion Fund, Inc. (the “Fund”) earned a total return of 5.02% for the year ending December 31, 2011. That compared with a total return of 2.11% for the benchmark index, the Standard & Poor’s 500. Contributing to the superior performance was good stock selection in the Consumer Discretionary, Consumer Staples and Industrials sectors. In addition, the Fund avoided the losing stocks in the banking industry.

It is gratifying that the Fund has now completed two strong years of performance since its revamping in 2009. At that time, we broadened the Fund’s stock selection universe to encompass the 1,200 or so stocks in the top three Ranks of the Value Line Timeliness Ranking System. This has allowed greater diversification of the portfolio, which reduces exposure to any single economic sector. It has also resulted in decreased turnover of portfolio holdings, which lowers trading expenses. At the same time, we handed the reins to our senior portfolio manager who has demonstrated widely recognized success managing other equity portfolios in our fund family for over twenty years, including Value Line Strategic Asset Management Trust.

The Fund’s newly expanded stock selection criteria allow us to implement our disciplined investment strategy to full advantage. We invest in proven winners—those companies that have established five to ten year records of superior relative earnings growth and stock price growth. This is truly a portfolio of growth stocks. We also look for companies demonstrating strong short term, quarter to quarter, relative earnings momentum and stock price momentum. If a holding later falters on these measures, we do not hesitate to replace it with a stock showing superior strength.

The Fund invests in companies of all sizes. Its approximately 185 holdings are well-diversified in that respect, comprised of about one third large capitalization companies, one third mid-cap and one third small-cap. In addition, the portfolio is widely diversified across many industries.

We will maintain our time-tested investment discipline. Thank you for investing with us.

Top Ten Holdings (As of 12/31/2011) (Unaudited)

Company	Percentage of Total Net Assets
AutoZone, Inc.	1.84%
Panera Bread Co. Class A	1.64%
Rollins, Inc.	1.60%
Yum! Brands, Inc.	1.50%
Edwards Lifesciences Corp.	1.45%
TJX Companies, Inc. (The)	1.29%
NewMarket Corp.	1.20%
Check Point Software Technologies Ltd.	1.19%
FMC Corp.	1.15%
Church & Dwight Co., Inc.	1.09%

About information in this report:

• It is important to consider the Fund’s investment objectives, risks, fees and expenses before investing. All funds involve some risk, including possible loss of the principal amount invested.

• The S&P 500 Index is an unmanaged index of 500 primarily large cap U.S. stocks that is generally considered to be representative of U.S. stock market activity. Index returns are provided for comparative purposes. Please note that the index is unmanaged and not available for direct investment and its returns do not reflect the fees and expenses that have been deducted from the Fund.

VALUE LINE CENTURION FUND, INC. 1

■ Value Line Centurion Fund, Inc. Annual Report To Contractowners

Sector Weightings vs. Index (As of 12/31/2011) (Unaudited)

Average Annual Total Returns (For periods ended 12/31/2011) (Unaudited)

	1	3	5	10	Since Inception
	Yr	Yrs	Yrs	Yrs	11/15/1983
Value Line Centurion Fund, Inc.	5.02%	13.69%	(2.09)%	0.46%	7.72%
S&P 500 Index	2.11%	14.11%	(0.25)%	2.92%	10.20%

All performance data quoted is historical and the results represent past performance and neither guarantee nor predict future investment results. To obtain performance data current to the most recent month (available within 7 business days of the most recent month end), please call us at (800) 221-3253 or visit our website at www.guardianinvestor.com. Current performance may be higher or lower than the performance quoted here. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. The return figures shown do not reflect the deduction of taxes that a contractowner may pay on distributions or redemption of units.

Growth of a Hypothetical $10,000 Investment (Unaudited)

To give you a comparison, this chart shows you the performance of a hypothetical $10,000 investment made 10 years ago in the Fund and in the S&P 500 Index (the “Index”). Index returns do not include the fees and expenses of the Fund, but do include the reinvestment of dividends.

2 VALUE LINE CENTURION FUND, INC.

■ Value Line Centurion Fund, Inc. Annual Report To Contractowners

Fund Expenses (Unaudited)

By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including, as applicable, management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example below is based on an investment of $1,000 invested on July 1, 2011 and held for six months ended December 31, 2011.

Actual Expenses

The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2011			Ending Account Value December 31, 2011			Expenses Paid During Period*			Annualized Expense Ratio
Actual		$	1,000		$	922.85		$	4.61		0.95	%
Hypothetical (5% return before expenses)		$	1,000		$	1,020.41		$	4.84		0.95	%

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the Fund’s most recent fiscal half-year). This expense ratio may differ from the expense ratio shown in the financial highlights.

VALUE LINE CENTURION FUND, INC. 3

■	Value Line Centurion Fund, Inc.
Schedule of Investments

December 31, 2011
Shares			Value
Common Stocks — 98.4%
Consumer Discretionary — 21.6%
	7,300	AutoZone, Inc. *	$	2,372,281
	7,800	Bed Bath & Beyond, Inc. *		452,166
	15,100	BorgWarner, Inc. *		962,474
	21,800	Brinker International, Inc.		583,368
	12,500	Buckle, Inc. (The)		510,875
	8,100	Buffalo Wild Wings, Inc. *		546,831
	3,900	Chipotle Mexican Grill, Inc. *		1,317,186
	11,400	Coach, Inc.		695,856
	17,400	Darden Restaurants, Inc.		793,092
	16,400	Deckers Outdoor Corp. *		1,239,348
	9,200	Dick’s Sporting Goods, Inc.		339,296
	24,000	DIRECTV Class A *		1,026,240
	12,500	Dollar Tree, Inc. *		1,038,875
	13,000	Domino’s Pizza, Inc. *		441,350
	4,500	Fossil, Inc. *		357,120
	9,000	Genuine Parts Co.		550,800
	14,000	Gildan Activewear, Inc.		263,060
	14,400	Hanesbrands, Inc. *		314,784
	26,000	Johnson Controls, Inc.		812,760
	20,100	LKQ Corp. *		604,608
	4,000	Lululemon Athletica, Inc. *		186,640
	8,600	McDonald’s Corp.		862,838
	2,000	Netflix, Inc. *		138,580
	8,000	New Oriental Education & Technology Group, Inc. ADR *		192,400
	7,600	NIKE, Inc. Class B		732,412
	3,000	O’Reilly Automotive, Inc. *		239,850
	15,000	Panera Bread Co. Class A *		2,121,750
	10,100	Penn National Gaming, Inc. *		384,507
	2,800	Priceline.com, Inc. *		1,309,588
	10,000	Starbucks Corp.		460,100
	4,000	Tim Hortons, Inc.		193,680
	25,700	TJX Companies, Inc. (The)		1,658,935
	5,600	Ulta Salon, Cosmetics & Fragrance, Inc. *		363,552
	7,700	Under Armour, Inc. Class A *		552,783
	15,500	Warnaco Group, Inc. (The) *		775,620
	5,400	Wynn Resorts Ltd.		596,646
	32,800	Yum! Brands, Inc.		1,935,528
				27,927,779
Consumer Staples — 10.4%
	1,800	Boston Beer Co., Inc. (The) Class A *		195,408
	4,700	British American Tobacco PLC ADR		445,936
	8,500	Bunge Ltd.		486,200
	14,000	Casey’s General Stores, Inc.		721,140
	30,800	Church & Dwight Co., Inc.		1,409,408
	12,800	Corn Products International, Inc.		673,152
	8,500	Costco Wholesale Corp.		708,220
	24,200	Diamond Foods, Inc.		780,934
	34,000	Flowers Foods, Inc.		645,320
	16,000	General Mills, Inc.		646,560
	18,600	Green Mountain Coffee Roasters, Inc. *		834,210
	11,200	Herbalife Ltd.		578,704
	41,000	Hormel Foods Corp.		1,200,890
	21,500	J&J Snack Foods Corp.		1,145,520
	3,800	Mead Johnson Nutrition Co.		261,174

Shares			Value
Consumer Staples — 10.4% (Continued)
	7,000	Molson Coors Brewing Co. Class B	$	304,780
	7,400	PepsiCo, Inc.		490,990
	4,000	Ruddick Corp.		170,560
	18,000	TreeHouse Foods, Inc. *		1,176,840
	7,000	Whole Foods Market, Inc.		487,060
				13,363,006
Energy — 1.4%
	5,000	Cabot Oil & Gas Corp.		379,500
	2,500	Core Laboratories N.V.		284,875
	4,000	Devon Energy Corp.		248,000
	9,700	Enbridge, Inc.		362,877
	16,100	Southwestern Energy Co. *		514,234
				1,789,486
Financials — 3.8%
	8,000	Affiliated Managers Group, Inc. *		767,600
	22,800	AFLAC, Inc.		986,328
	2,600	Axis Capital Holdings Ltd.		83,096
	6,000	Bank of Montreal		328,860
	3,200	BlackRock, Inc.		570,368
	4,800	M&T Bank Corp.		366,432
	10,200	Royal Bank of Canada		519,792
	16,600	Stifel Financial Corp. *		532,030
	12,600	T. Rowe Price Group, Inc.		717,570
				4,872,076
Health Care — 14.6%
	13,000	Alexion Pharmaceuticals, Inc. *		929,500
	11,600	Allergan, Inc.		1,017,784
	3,200	Bio-Rad Laboratories, Inc. Class A *		307,328
	7,000	C.R. Bard, Inc.		598,500
	14,000	Catalyst Health Solutions, Inc. *		728,000
	20,000	Cerner Corp. *		1,225,000
	23,700	Computer Programs & Systems, Inc.		1,211,307
	7,300	DaVita, Inc. *		553,413
	4,000	DENTSPLY International, Inc.		139,960
	26,400	Edwards Lifesciences Corp. *		1,866,480
	11,100	Endo Pharmaceuticals Holdings, Inc. *		383,283
	24,000	Express Scripts, Inc. *		1,072,560
	12,700	Henry Schein, Inc. *		818,261
	6,300	IDEXX Laboratories, Inc. *		484,848
	1,200	Intuitive Surgical, Inc. *		555,612
	14,000	Medco Health Solutions, Inc. *		782,600
	8,900	Mednax, Inc. *		640,889
	3,800	Mettler-Toledo International, Inc. *		561,298
	10,700	Novo Nordisk A/S ADR		1,233,282
	17,400	Owens & Minor, Inc.		483,546
	3,800	Techne Corp.		259,388
	18,000	Teva Pharmaceutical Industries Ltd. ADR		726,480
	9,000	Thermo Fisher Scientific, Inc. *		404,730
	12,000	UnitedHealth Group, Inc.		608,160
	16,900	Universal Health Services, Inc. Class B		656,734
	11,000	Volcano Corp. *		261,690
	2,600	Waters Corp. *		192,530
	3,000	WellPoint, Inc.		198,750
				18,901,913

4 See Notes to Financial Statements.

■	Value Line Centurion Fund, Inc.
Schedule of Investments (Continued)

December 31, 2011
Shares			Value
Industrials — 20.9%
	26,000	AMETEK, Inc.	$	1,094,600
	7,800	C.H. Robinson Worldwide, Inc.		544,284
	12,000	Canadian National Railway Co.		942,720
	3,400	Carlisle Companies, Inc.		150,620
	20,000	Chicago Bridge & Iron Co. N.V.		756,000
	12,400	CLARCOR, Inc.		619,876
	6,300	Clean Harbors, Inc. *		401,499
	22,700	Danaher Corp.		1,067,808
	19,000	Donaldson Co., Inc.		1,293,520
	18,000	Eaton Corp.		783,540
	5,200	Elbit Systems Ltd.		211,380
	4,400	Esterline Technologies Corp. *		246,268
	11,200	Exelis, Inc.		101,360
	12,000	Fastenal Co.		523,320
	7,800	FedEx Corp.		651,378
	9,500	Gardner Denver, Inc.		732,070
	9,200	Graco, Inc.		376,188
	8,250	HEICO Corp.		482,460
	14,200	IDEX Corp.		526,962
	14,800	IHS, Inc. Class A *		1,275,168
	16,400	Iron Mountain, Inc.		505,120
	5,600	ITT Corp.		108,248
	8,000	J.B. Hunt Transport Services, Inc.		360,560
	11,300	Kansas City Southern *		768,513
	15,400	Kirby Corp. *		1,013,936
	9,000	L-3 Communications Holdings, Inc.		600,120
	3,000	Middleby Corp. (The) *		282,120
	8,000	Parker Hannifin Corp.		610,000
	3,000	Precision Castparts Corp.		494,370
	15,000	Republic Services, Inc.		413,250
	93,200	Rollins, Inc.		2,070,904
	11,800	Roper Industries, Inc.		1,025,066
	15,100	Stericycle, Inc. *		1,176,592
	7,000	Toro Co. (The)		424,620
	8,000	Union Pacific Corp.		847,520
	13,100	United Technologies Corp.		957,479
	7,000	Valmont Industries, Inc.		635,530
	4,000	Verisk Analytics, Inc. Class A *		160,520
	3,500	W.W. Grainger, Inc.		655,165
	24,000	Waste Connections, Inc.		795,360
	11,200	Xylem, Inc.		287,728
				26,973,742
Information Technology — 12.7%
	22,600	Accenture PLC Class A		1,202,998
	6,000	Acme Packet, Inc. *		185,460
	13,800	Advent Software, Inc. *		336,168
	8,000	Alliance Data Systems Corp. *		830,720
	7,700	Amphenol Corp. Class A		349,503
	4,500	Anixter International, Inc. *		268,380
	12,600	ANSYS, Inc. *		721,728
	6,200	Ariba, Inc. *		174,096
	1,700	Baidu, Inc. ADR *		197,999
	29,300	Check Point Software Technologies Ltd. *		1,539,422
	20,300	Cognizant Technology Solutions Corp. Class A *		1,305,493
	7,800	Equinix, Inc. *		790,920
	5,400	F5 Networks, Inc. *		573,048
	1,100	Google, Inc. Class A *		710,490

Shares			Value
Information Technology — 12.7% (Continued)
	22,900	Informatica Corp. *	$	845,697
	2,800	MasterCard, Inc. Class A		1,043,896
	8,100	MICROS Systems, Inc. *		377,298
	12,000	Netgear, Inc. *		402,840
	17,400	Open Text Corp. *		889,836
	8,000	Rackspace Hosting, Inc. *		344,080
	7,800	Salesforce.com, Inc. *		791,388
	16,800	Solera Holdings, Inc.		748,272
	7,000	SuccessFactors, Inc. *		279,090
	3,000	Teradata Corp. *		145,530
	11,000	TIBCO Software, Inc. *		263,010
	7,700	VMware, Inc. Class A *		640,563
	7,800	Wright Express Corp. *		423,384
				16,381,309
Materials — 9.5%
	11,700	Albemarle Corp.		602,667
	22,200	Ball Corp.		792,762
	5,100	CF Industries Holdings, Inc.		739,398
	38,800	Crown Holdings, Inc. *		1,302,904
	10,400	Cytec Industries, Inc.		464,360
	17,200	FMC Corp.		1,479,888
	7,800	NewMarket Corp.		1,545,258
	12,200	Packaging Corp. of America		307,928
	10,800	Praxair, Inc.		1,154,520
	10,200	Rock-Tenn Co. Class A		588,540
	14,000	Scotts Miracle-Gro Co. (The) Class A		653,660
	15,100	Sigma-Aldrich Corp.		943,146
	31,600	Silgan Holdings, Inc.		1,221,024
	12,600	Valspar Corp. (The)		491,022
				12,287,077
Telecommunication Services — 0.9%
	9,500	American Tower Corp. Class A		570,095
	12,400	Crown Castle International Corp. *		555,520
				1,125,615
Utilities — 2.6%
	15,500	ITC Holdings Corp.		1,176,140
	9,000	NSTAR		422,640
	9,000	Oneok, Inc.		780,210
	23,300	Questar Corp.		462,738
	13,200	Wisconsin Energy Corp.		461,472
				3,303,200
		Total Common Stocks And Total Investment Securities — 98.4% (Cost $91,775,356)	$	126,925,203
Cash And Other Assets In Excess Of Liabilities —1.6%				2,103,757
Net Assets —100.0%			$	129,028,960
Net Asset Value Per Outstanding Share ($129,028,960 ÷ 10,275,259 shares outstanding)			$	12.56

*	Non-income producing.
ADR	American Depositary Receipt.

See Notes to Financial Statements. 5

■	Value Line Centurion Fund, Inc.
Statement of Assets and Liabilities

December 31, 2011
ASSETS:
Investment securities, at value (Cost - $91,775,356)	$	126,925,203
Cash		771,285
Receivable for securities sold		1,502,624
Dividends receivable		71,523
Other		15,129
Receivable for capital shares sold		3,641
Prepaid expenses		2,534
Total Assets		129,291,939
LIABILITIES:
Payable for capital shares redeemed		130,344
Accrued expenses:
Advisory fee		55,181
Service and distribution plan fees		27,598
Other		49,856
Total Liabilities		262,979
Net Assets	$	129,028,960
NET ASSETS CONSIST OF:
Capital stock, at $1.00 par value (authorized 50,000,000, outstanding 10,275,259 shares)	$	10,275,259
Additional paid-in capital		165,778,455
Accumulated net investment loss		(369	)
Accumulated net realized loss on investments and foreign currency		(82,174,211	)
Net unrealized appreciation of investments and foreign currency translations		35,149,826
Net Assets	$	129,028,960
Net Asset Value Per Outstanding Share ($129,028,960 ÷ 10,275,259 shares outstanding)	$	12.56

Statement of Operations
For the Year Ended
December 31, 2011
INVESTMENT INCOME:
Dividends (net of foreign withholding tax of $20,517)	$	1,239,849
Interest		2,200
		1,242,049
Expenses:
Advisory fee		689,231
Service and distribution plan fees		551,385
Auditing and legal fees		103,788
Custodian fees		33,509
Directors’ fees and expenses		27,508
Printing and postage		19,654
Insurance		17,252
Other		18,129
Total Expenses Before Fees Waived and Custody Credits		1,460,456
Less: Service and Distribution Plan Fees Waived		(206,769	)
Less: Custody Credits		(238	)
Net Expenses		1,253,449
Net Investment Loss		(11,400	)
Net Realized and Unrealized Gain/(Loss) on
Investments and Foreign Exchange Transactions:
Net Realized Gain		16,209,107
Change in Net Unrealized Appreciation/(Depreciation)		(9,371,095	)
Net Realized Gain and Change in Net Unrealized Appreciation/(Depreciation) on Investments and Foreign Exchange Transactions		6,838,012
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	6,826,612

6 See Notes to Financial Statements.

■	Value Line Centurion Fund, Inc.
Statement of Changes in Net Assets

	Years Ended December 31,
	2011			2010
Operations:
Net investment income (loss)	$	(11,400	)	$	113,833
Net realized gain on investments and foreign currency		16,209,107			9,938,850
Change in net unrealized appreciation/(depreciation)		(9,371,095	)		19,136,525
Net increase in net assets from operations		6,826,612			29,189,208
Distributions to Shareholders:
Net investment income		—			(113,184	)
Net realized gain from investment transactions		—			(2,689,445	)
Decrease in net assets from distribution to shareholders		—			(2,802,629	)
Capital Share Transactions:
Proceeds from sale of shares		7,775,135			4,221,072
Proceeds from reinvestment of dividends to shareholders		—			2,802,629
Cost of shares redeemed		(20,291,349	)		(23,392,870	)
Net decrease in net assets from capital share transactions		(12,516,214	)		(16,369,169	)
Total Increase/(Decrease) in Net Assets		(5,689,602	)		10,017,410
NET ASSETS:
Beginning of year	$	134,718,562		$	124,701,152
End of year	$	129,028,960		$	134,718,562
Accumulated net investment loss and distribution in excess of net investment income, respectively, at end of year	$	(369	)	$	(163	)

See Notes to Financial Statements. 7

■	Value Line Centurion Fund, Inc.
Financial Highlights

Selected data for a share of capital stock outstanding throughout each year:

	Years Ended December 31,
	2011			2010			2009			2008			2007
Net asset value, beginning of year	$	11.96		$	9.72		$	8.75		$	21.36		$	18.96
Income from investment operations:
Net investment income/(loss)		—	(3)		—	(3)		(0.01	)		(0.03	)		(0.02	)
Net gains or (losses) on securities (both realized and unrealized)		0.60			2.48			0.98			(9.09	)		3.89
Total from investment operations		0.60			2.48			0.97			(9.12	)		3.87
Less distributions:
Dividends from net investment income		—			(0.01	)		—			—			—
Distributions from net realized gains		—			(0.23	)		—			(3.49	)		(1.47	)
Total distributions		—			(0.24	)		—			(3.49	)		(1.47	)
Net asset value, end of year	$	12.56		$	11.96		$	9.72		$	8.75		$	21.36
Total return*		5.02	%		25.75	%		11.09	%		(49.27	)%		20.72	%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	129,029		$	134,719		$	124,701		$	127,166		$	291,949
Ratio of expenses to average net assets(1)		1.06	%		1.05	%(4)		1.06	%		1.00	%		0.96	%
Ratio of expenses to average net assets(2)		0.91	%		0.85	%(5)		0.91	%		0.84	%		0.79	%
Ratio of net investment income/(loss) to average net assets		(0.01	)%		0.09	%		(0.08	)%		(0.19	)%		(0.09	)%
Portfolio turnover rate		25	%		27	%		121	%		272	%		200	%

*	Total returns do not reflect the effects of charges deducted under the terms of Guardian Insurance and Annuity Company, Inc.’s (GIAC) variable contracts. Including such charges would reduce the total returns for all periods shown.
(1)	Ratio reflects expenses grossed up for custody credit arrangement and grossed up for the waiver of a portion of the service and distribution plan fees by the Distributor. The ratio of expenses to average net assets net of custody credits, but exclusive of the fee waivers, would have been 0.99% and 0.95% for the years ended December 31, 2008 and December 31, 2007, respectively, and would have been unchanged for the other years shown.
(2)	Ratio reflects expenses net of the custody credit arrangement and net of the waiver of a portion of the service and distribution plan fees by the Distributor.
(3)	Amount is less than $.01 per share.
(4)	Ratio reflects expenses grossed up for the reimbursement by Value Line, Inc. of certain expenses incurred by the Fund.
(5)	Ratio reflects expenses net of the reimbursement of Expenses by Value Line, Inc. of certain expenses incurred by the Fund.

8 See Notes to Financial Statements.

■ Value Line Centurion Fund, Inc.

  Notes to Financial Statements

December 31, 2011

1.            Significant Accounting Policies

Value Line Centurion Fund, Inc. (the “Fund”) is an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended, whose primary investment objective is long-term growth of capital. The Fund’s portfolio will usually consist of common stocks ranked 1, 2 or 3 for year-ahead performance by the Value Line Timeliness Ranking System.

The following significant accounting policies are in conformity with generally accepted accounting principles for investment companies. Such policies are consistently followed by the Fund in the preparation of its financial statements. Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

(A) Security Valuation

Securities listed on a securities exchange are valued at the closing sales prices on the date as of which the net asset value is being determined. Securities traded on the NASDAQ Stock Market are valued at the NASDAQ Official Closing Price. In the absence of closing sales prices for such securities and for securities traded in the over-the-counter market, the security is valued at the midpoint between the latest available and representative asked and bid prices. Short-term instruments with maturities of 60 days or less at the date of purchase are valued at amortized cost, which approximates market value. Short-term instruments with maturities greater than 60 days at the date of purchase are valued at the midpoint between the latest available and representative asked and bid prices, and commencing 60 days prior to maturity such securities are valued at amortized cost. Securities for which market quotations are not readily available or that are not readily marketable and all other assets of the Fund are valued at fair value as the Board of Directors may determine in good faith. In addition, the Fund may use the fair value of a security when the closing market price on the primary exchange where the security is traded no longer accurately reflects the value of a security due to factors affecting one or more relevant securities markets or the specific issuer.

(B) Fair Value Measurements

The Fund follows fair valuation accounting standards (FASB ASC 820-10) which establish a definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion in changes in valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels listed below:

● Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date;

● Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

● Level 3 – Inputs that are unobservable.

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment’s valuation changes. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following table summarizes the inputs used to value the Fund’s investments in securities as of December 31, 2011:

Investments in Securities:	Level 1		Level 2		Level 3		Total
Assets Common Stocks	$	126,925,203	$	0	$	0	$	126,925,203
Total Investments in Securities	$	126,925,203	$	0	$	0	$	126,925,203

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, “Fair Value Measurements and Disclosures (Topic 820) -Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value, and requires additional disclosures about fair value measurements.

Specifically, the guidance specifies that the concepts of highest and best use and valuation premise in a fair value measurement are only relevant when measuring the fair value of nonfinancial assets whereas they are not relevant when measuring the fair value of financial assets and liabilities.

Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs will be required. Entities will also be required to disclose the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position but for which the fair value is required to be disclosed.

9

■ Value Line Centurion Fund, Inc.

  Notes to Financial Statements (Continued)

December 31, 2011

ASU 2011-04 is effective for annual periods beginning after December 15, 2011 and is to be applied prospectively. The Fund is currently assessing the impact of this guidance on its financial statements.

The Fund follows the updated provisions surrounding fair value measurements and disclosures on transfers in and out of all levels of the fair value hierarchy on a gross basis and the reasons for the transfers as well as to disclosures about the valuation techniques and inputs used to measure fair value for investments that fall in either Level 2 or Level 3 fair value hierarchy.

For the year ended December 31, 2011, there was no significant transfer activity between Level 1 and Level 2.

For the year ended December 31, 2011, there were no Level 3 investments. The Schedule of Investments includes a breakdown of the Schedule’s investments by category.

(C) Repurchase Agreements

In connection with transactions in repurchase agreements, the Fund’s custodian takes possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, it is the Fund’s policy to mark-to-market on a daily basis to ensure the adequacy of the collateral. In the event of default of the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. There were no open repurchase agreements at December 31, 2011.

(D) Federal Income Taxes

It is the policy of the Fund to qualify as a regulated investment company by complying with the provisions available to regulated investment companies, as defined in applicable sections of the Internal Revenue Code, and to distribute all of its investment income and capital gains to its shareholders. Therefore, no provision for federal income tax is required.

Management has analyzed the Fund’s tax positions taken on federal and state income tax returns for all open tax years (fiscal years ended December 31, 2008 through December 31, 2011), and has concluded that no provision for federal or state income tax is required in the Fund’s financial statements. The Fund’s federal and state income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

(E) Dividends and Distributions

It is the Fund’s policy to distribute to its shareholders, as dividends and as capital gains distributions, all the net investment income for the year and all the net capital gains realized by the Fund, if any. Such distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. All dividends or distributions will be payable in shares of the Fund at the net asset value on the ex-dividend date. This policy is, however, subject to change at any time by the Board of Directors.

(F) Securities Transactions and Income

Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Interest income on investments, adjusted for amortization of discount and premium, if applicable, is earned from settlement date and recognized on the accrual basis. Dividend income is recorded on the ex-dividend date.

(G) Foreign Currency Translation

The books and records of the Fund are maintained in U.S. dollars. Assets and liabilities which are denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange on the valuation date. The Fund does not isolate changes in the value of investments caused by foreign exchange rate differences from the changes due to other circumstances.

Income and expenses are translated to U.S. dollars based upon the rates of exchange on the respective dates of such transactions.

Net realized foreign exchange gains or losses arise from currency fluctuations realized between the trade and settlement dates on securities transactions, the differences between the U.S. dollar amounts of dividends, interest, and foreign withholding taxes recorded by the Fund, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investments, at the end of the fiscal period, resulting from changes in the exchange rates. The effect of the change in foreign exchange rates on the value of investments is included in realized gain/loss on investments and change in net unrealized appreciation/depreciation on investments.

10

■ Value Line Centurion Fund, Inc.

  Notes to Financial Statements (Continued)

December 31, 2011

(H) Representations and Indemnifications

In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

(I) Foreign Taxes

The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

(J) Subsequent Events

Management has evaluated all subsequent transactions and events through the date on which these financial statements were issued, and except as already included in the notes to these financial statements, has determined that no additional items require disclosure.

2.            Capital Share Transactions, Dividends and Distributions

Shares of the Fund are available to the public only through the purchase of certain contracts issued by The Guardian Insurance and Annuity Company, Inc. (GIAC). Transactions in capital stock were as follows:

	Year Ended			Year Ended
	December 31,			December 31,
	2011			2010
Shares sold		603,741			409,296
Shares issued in reinvestment of distributions		—			282,239
Shares redeemed		(1,596,163	)		(2,254,801	)
Net increase/(decrease)		(992,422	)		(1,563,266	)
Dividends per share from net investment income	$	—		$	0.0095
Distribution per share from net realized gains	$	—		$	0.2259

3.             Purchases and Sales of Securities

Purchases and sales of investment securities, excluding short-term securities, were as follows:

	Year Ended
	December 31,
	2011
Purchases:
Investment Securities	$	34,135,052
Sales:
Investment Securities	$	40,476,528

4.             Income Taxes

At December 31, 2011, information on the tax components of capital is as follows:

Cost of investments for tax purposes	$	92,162,503
Gross tax unrealized appreciation	$	37,519,179
Gross tax unrealized depreciation	($	2,756,479	)
Net tax unrealized appreciation on investments	$	34,762,700
Capital loss carryforward, expires
December 31, 2016	($	25,713,617	)
December 31, 2017	($	56,057,485	)

During the year ended December 31, 2011, as permitted under federal income tax regulations, the Fund utilized $16,100,359 of capital loss carryforwards and elected to defer $369 of late year ordinary losses and $15,962 of post-October net short-term capital losses to the next taxable year.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (“the Act”) was signed by the President. Under the Act, net capital losses recognized by the Fund after December 31, 2010, may get carried forward indefinitely, and retain their character as short-term and/or long term losses. Prior to this Act, pre-enactment net capital losses incurred by the Fund were carried forward for eight years and treated as short-term losses. The Act requires under the transition that post-enactment net capital loses are used before pre-enactment net capital losses.

To the extent that current or future capital gains are offset by capital losses, the Fund does not anticipate distributing any such gains to shareholders.

It is uncertain whether the Fund will be able to realize the benefits of the losses before they expire.

The differences between book basis and tax basis unrealized appreciation/depreciation on investments were primarily attributed to wash sales.

11

■ Value Line Centurion Fund, Inc.

  Notes to Financial Statements (Continued)

December 31, 2011

The tax composition of distributions to shareholders for the years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Ordinary income	$	—	$	2,802,629

Permanent book-tax differences relating to the current year were reclassified within the composition of the net asset accounts. The Fund decreased accumulated net investment loss by $11,194, increased accumulated realized loss by $10,149, and decreased additional paid-in-capital by $1,045. Net assets are not affected by these reclassifications. These reclasses were primarily due to differing treatments of foreign currency translation and net operation losses.

5.             Investment Advisory Fee, Service and Distribution Fees and Transactions With Affiliates

An advisory fee of $689,231 was paid or payable to EULAV Asset Management (the “Adviser”) for the year ended December 31, 2011. This was computed at an annual rate of 0.50% of the average daily net assets of the Fund during the year and paid monthly. The Adviser provides research, investment programs, supervision of the investment portfolio and pays costs of administrative services, office space, equipment and compensation of administrative, bookkeeping, and clerical personnel necessary for managing the affairs of the Fund. The Adviser also provides persons, satisfactory to the Fund’s Board of Directors, to act as officers and employees of the Fund and pays their salaries.

The Fund has a Service and Distribution Plan (the “Plan”), adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, which compensates EULAV Securities LLC (the “Distributor”) in advertising, marketing and distributing the Fund’s shares and for servicing the Fund’s shareholders at an annual rate of 0.40% of the Fund’s average daily net assets. For the year ended December 31, 2011, fees amounting to $551,385, before fee waivers, were accrued under the Plan. Effective May 23, 2006 the Distributor waived 0.15% of the 12b-1 fee. Effective May 1, 2007 through April 30, 2012, the Distributor contractually agreed to reduce the fee under the Plan by 0.15% for one year periods. For the year ended December 31, 2011, the fees waived amounted to $206,769. The Distributor has no right to recoup previously waived amounts.

For the year ended December 31, 2011, the Fund’s expenses were reduced by $238 under a custody credit arrangement with the custodian.

Direct expenses of the Fund are charged to the Fund while common expenses of the Value Line Funds are allocated proportionately based upon the Funds’ respective net assets. The Fund bears all other costs and expenses.

Certain officers and a Trustee of the Adviser are also officers and a director of the Fund.

12

■ Value Line Centurion Fund, Inc.

  Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Value Line Centurion Fund, Inc.:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Value Line Centurion Fund, Inc. (the “Fund”) at December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2011 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

February 17, 2012

13

■ Value Line Centurion Fund, Inc.

Annual Report (unaudited)

FACTORS CONSIDERED BY THE BOARD IN APPROVING CONTINUANCE OF

THE INVESTMENT ADVISORY AGREEMENT

FOR VALUE LINE CENTURION FUND, INC.

The Investment Company Act of 1940 (the “1940 Act”) requires the Board of Directors (the “Board”), including a majority of Directors who are not “interested persons” of Value Line Centurion Fund, Inc. (the “Fund”), as that term is defined in the 1940 Act (the “Independent Directors”), to annually consider the continuance of the Fund’s investment advisory agreement (“Agreement”) with its investment adviser, EULAV Asset Management.1

In considering whether the continuance of the Agreement was in the best interests of the Fund and its shareholders, the Board requested and the Adviser provided such information as the Board deemed to be reasonably necessary to evaluate the terms of the Agreement. At meetings held throughout the year, including the meeting specifically focused upon the review of the Agreement, the Independent Directors met in executive sessions separately from the non-Independent Director of the Fund and any officers of the Adviser. In selecting the Adviser and approving the continuance of the Agreement, the Independent Directors relied upon the assistance of counsel to the Independent Directors.

Both in the meeting that specifically addressed the continuance of the Agreement and at other meetings, the Board, including the Independent Directors, received materials relating to the Adviser’s investment and management services under the Agreement. These materials included information on: (i) the investment performance of the Fund, compared to a peer group of funds consisting of the Fund and all other multi-cap growth funds underlying variable insurance products regardless of asset size or primary channel of distribution (the “Performance Universe”), and its benchmark index, each as classified by Lipper Inc., an independent evaluation service (“Lipper”); (ii) the investment process, portfolio holdings, investment restrictions, valuation procedures, and financial statements for the Fund; (iii) sales and redemption data with respect to the Fund; (iv) the general investment outlook in the markets in which the Fund invests; (v) arrangements with respect to the distribution of the Fund’s shares; (vi) the allocation and cost of the Fund’s brokerage (none of which was effected through any affiliate of the Adviser); and (vii) the overall nature, quality and extent of services provided by the Adviser.

As part of their review, the Board requested, and the Adviser provided, additional information in order to evaluate the quality of the Adviser’s services and the reasonableness of its fees under the Agreement. In a separate executive session, the Independent Directors reviewed information, which included data comparing: (i) the Fund’s management fee rate, transfer agent and custodian fee rates, service fee (including 12b-1 fees) rates, and the rate of the Fund’s other non-management fees, to those incurred by a peer group of funds consisting of the Fund and 10 other multi-cap growth funds underlying variable insurance products (excluding outliers), as selected objectively by Lipper (“Expense Group”), and a peer group of funds consisting of the Fund, the Expense Group and all other multi-cap growth funds underlying variable insurance products (excluding outliers), as selected objectively by Lipper (“Expense Universe”); (ii) the Fund’s expense ratio to those of its Expense Group and Expense Universe; and (iii) the Fund’s investment performance over various time periods to the average performance of the Performance Universe as well as the appropriate Lipper Index, as selected objectively by Lipper (the “Lipper Index”).

In the separate executive session, the Independent Directors also reviewed information regarding: (a) the financial results and condition of the Adviser both before and after its restructuring on December 23, 2010,2 and the Adviser’s and certain of its affiliates’ profitability from the services that have been performed for the Fund and the Value Line family of funds; (b) the Adviser’s investment management staffing and resources; (c) the ownership, control and day-to-day management of the Adviser, including representations of VLI that it does not “control” (as that term is defined in the 1940 Act) either the Adviser or Value Line Securities, Inc. (the “Distributor”) after the restructuring; and (d) the Fund’s potential for achieving economies of scale. In support of its review of the statistical information, the Board was provided with a detailed description of the methodology used by Lipper to determine the Expense Group, the Expense Universe and the Performance Universe to prepare its information.

1 For periods prior to December 23, 2010, the term “Adviser” means the Adviser’s predecessor entities that previously served as the Fund’s adviser, EULAV Asset Management, LLC and Value Line, Inc. (“VLI”). In accordance with the 1940 Act, the Agreement had a two-year initial term ending December 2012. Nevertheless, the Board determined to consider the Agreement’s continuance annually and undertook that review in June 2011.

2 On December 23, 2010, the Adviser was restructured as a Delaware statutory trust and renamed EULAV Asset Management. It had formerly been organized as a limited liability company named EULAV Asset Management, LLC.

14

■ Value Line Centurion Fund, Inc.

Annual Report (unaudited)

The following summarizes matters considered by the Board in connection with its continuance of the Agreement. However, the Board did not identify any single factor as all-important or controlling, and the summary does not detail all the matters that were considered.

Investment Performance. The Board reviewed the Fund’s overall investment performance and compared it to its Performance Universe and the Lipper Index. The Board noted that the Fund outperformed the Performance Universe average and the Lipper Index for the one-year period ended March 31, 2011. The Board also noted that the Fund’s performance for the three-year, five-year and ten-year periods ended March 31, 2011 was below the performance of the Performance Universe average and the Lipper Index.

The Adviser’s Personnel and Methods. The Board reviewed the background of the portfolio manager responsible for the daily management of the Fund’s portfolio, seeking to achieve the Fund’s investment objective and adhering to the Fund’s investment strategies. The Independent Directors also engaged in discussions with the Adviser’s senior management responsible for the overall functioning of the Fund’s investment operations. The Board viewed favorably (i) the Adviser’s commitment of resources to acquire analytic tools in support of the portfolio management and compliance functions, (ii) actions taken by the Adviser to attract and retain personnel, including improvements to the Adviser’s employee benefit programs and increased merit-based compensation for certain staff members, and (iii) that the Adviser continues to receive the Value Line ranking systems without cost. The Board concluded that the Fund’s management team and the Adviser’s overall resources were adequate and that the Adviser had investment management capabilities and personnel essential to performing its duties under the Agreement.

Management Fee and Expenses. The Board considered the Adviser’s fee rate under the Agreement relative to the management fee rates applicable to the funds in the Expense Group and Expense Universe averages, both before and after applicable fee waivers. The Board noted that, for the most recent fiscal year for which audited financial data is available, the Fund’s management fee rate was less than that of the Expense Group average and the Expense Universe average, both before and after giving effect to fee waivers applicable to certain funds in the Expense Group and Expense Universe. The Board concluded that the Fund’s management fee rate was satisfactory for the purpose of approving continuance of the Agreement.

The Board also considered the Fund’s total expense ratio relative to its Expense Group and Expense Universe averages. The Board noted that the Distributor and the Board previously agreed that the Distributor would contractually waive a portion of the Fund’s Rule 12b-1 fee, effectively reducing the Fund’s Rule 12b-1 fee rate from 0.40% to 0.25% of the Fund’s average daily net assets for the one-year period ended April 30, 2011 and that the Distributor and the Board have currently agreed to extend this contractual Rule 12b-1 fee waiver through April 30, 2012. Such waiver cannot be changed during the contractual waiver period without the Board’s approval. The Board noted that, for the most recent fiscal year for which audited financial data is available, the Fund’s expense ratio was less than that of both the Expense Group average and the Expense Universe average, after giving effect to fee waivers applicable to the Fund and certain funds in the Expense Group and Universe. The Board concluded that the average expense ratio was satisfactory for the purpose of approving continuance of the Agreement.

Nature, Extent and Quality of Services. The Board considered the nature, extent and quality of other services provided by the Adviser and the Distributor. At meetings held throughout the year, the Board reviewed the resources and effectiveness of the Adviser’s overall compliance program, as well as the services provided by the Distributor. The Board viewed favorably the additional resources devoted by the Adviser to enhance its and the Fund’s overall compliance program as well as steps being undertaken to enhance the shareholders’ experience with the Fund, such as a more robust website. The Board reviewed the services provided by the Adviser and its affiliates in supervising the Fund’s third party service providers. Based on this review, the Board concluded that the nature, quality, cost, and extent of such other services provided by the Adviser and its affiliates were satisfactory, reliable and beneficial to the Fund’s shareholders.

Profitability. The Board considered the level of profitability of the Adviser and its affiliates with respect to the Fund individually and in the aggregate for all the funds within the Value Line group of funds, including the impact of the restructuring and certain actions taken during prior years. These actions included the reduction (voluntary in some instances and contractual in other instances) of management and/or Rule 12b-1 fees for certain funds, the Adviser’s termination of the use of soft dollar research, and the cessation of trading through the Distributor. The Board also considered the Adviser’s continued attention to the rationalization and differentiation of funds within the Value Line group of funds to better identify opportunities for savings and efficiencies among the funds. The Board concluded that the profitability of the Adviser and its affiliates with respect to the Fund, including the financial results derived from the Fund’s Agreement, were within a range the Board considered reasonable.

15

■ Value Line Centurion Fund, Inc.

Annual Report (unaudited)

Other Benefits. The Board also considered the character and amount of other direct and incidental benefits received by the Adviser and its affiliates from their association with the Fund. The Board concluded that potential “fall-out” benefits that the Adviser and its affiliates may receive, such as greater name recognition, appear to be reasonable, and may in some cases benefit the Fund.

Economies of Scale. The Board considered that, given the current and anticipated size of the Fund, any perceived and potential economies of scale were not yet a significant consideration for the Fund and that the addition of break points to the fee structure was not currently necessary.

Fees and Services Provided for Other Comparable Funds/Accounts Managed by the Adviser and its Affiliates. The Board was informed by the Adviser that the Adviser does not manage any non-mutual fund account that has similar objectives and policies as those of the Fund.

Conclusion. The Board examined the totality of the information it was provided at the meeting specifically addressing approval of the Agreement and at other meetings held during the past year and did not identify any single controlling factor. Based on its evaluation of all material factors deemed relevant and with the advice of independent counsel, the Board concluded that the rate at which the Fund pays a management fee to the Adviser under the Agreement does not constitute a fee that is so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s-length bargaining. Further, the Board concluded that the Fund’s Agreement, and the management fee rate thereunder, is fair and reasonable and voted to continue the Agreement as in the best interest of the Fund and its shareholders.

16

■ Value Line Centurion Fund, Inc.

  Form N-Q

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

  Proxy Voting

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted these proxies for the 12-month period ended June 30 is available through the Fund’s website at http://www.vlfunds.com and on the SEC’s website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-243-2729.

17

■ Value Line Centurion Fund, Inc.

  Management Information

The business and affairs of the Fund are managed by the Fund’s officers under the direction of the Board of Directors. The following table sets forth information on each Director and Officer of the Fund. Each Director serves as a director or trustee of each of the 13 Value Line Funds. Each Director serves until his or her successor is elected and qualified.

				Other
		Length of	Principal Occupation	Directorships
Name, Address, and YOB	Position	Time Served	During the Past 5 Years	Held by Director
Interested Director*
Mitchell E. Appel YOB: 1970	Director	Since 2010	President of each of the Value Line Funds since June 2008; Chief Financial Officer of Value Line, Inc. (“Value Line”) from April 2008 to December 2010 and from September 2005 to November 2007; Director from February 2010 to December 2010; Chief Financial Officer of XTF Asset Management from November 2007 to April 2008; Chief Financial Officer of the Distributor since April 2008 and President since February 2009; President of the Adviser since February 2009, Trustee since December 2010 and Treasurer since January 2011.	None
Non-Interested Directors
Joyce E. Heinzerling 500 East 77th Street New York, NY 10162 YOB: 1956	Director	Since 2008	President, Meridian Fund Advisers LLC. (consultants) since April 2009; General Counsel, Archery Capital LLC (private investment fund) until April 2009.	Burnham Investors Trust, since 2004 (4 funds).
Francis C. Oakley 54 Scott Hill Road Williamstown, MA 01267 YOB: 1931	Director	Since 1993	Professor of History, Williams College, (1961-2002). Professor Emeritus since 2002; President Emeritus since 1994 and President, (1985-1994); Chairman (1993-1997) and Interim President (2002-2003) of the American Council of Learned Societies. Trustee since 1997 and Chairman of the Board since 2005, National Humanities Center.	None
David H. Porter 5 Birch Run Drive Saratoga Springs, NY 12866 YOB: 1935	Director	Since 1997	Professor, Skidmore College since 2008; Visiting Professor of Classics, Williams College, (1999-2008); President Emeritus, Skidmore College since 1999 and President, (1987-1998).	None
Paul Craig Roberts 169 Pompano St. Panama City Beach, FL 32413 YOB: 1939	Director	Since 1983	Chairman, Institute for Political Economy.	None
Nancy-Beth Sheerr 1409 Beaumont Drive Gladwyne, PA 19035 YOB: 1949	Director	Since 1996	Senior Financial Adviser, Veritable L.P. (Investment Adviser).	None
Daniel S. Vandivort 59 Indian Head Road Riverside, CT 06878 YOB: 1954	Director (Chairman of Board since 2010)	Since 2008	President, Chief Investment Officer, Weiss, Peck and Greer/Robeco Investment Management (2005-2007); Managing Director, Weiss, Peck and Greer, (1995-2005).	None

18

■ Value Line Centurion Fund, Inc.

  Management Information (continued)

				Other
		Length of	Principal Occupation	Directorships
Name, Address, and YOB	Position	Time Served	During the Past 5 Years	Held by Director
Officers
Mitchell E. Appel YOB: 1970	President	Since 2008	President of each of the Value Line Funds since June 2008; Chief Financial Officer of Value Line from April 2008 to December 2010 and from September 2005 to November 2007; Director from February 2010 to December 2010; Chief Financial Officer of XTF Asset Management from November 2007 to April 2008; Chief Financial Officer of the Distributor since April 2008 and President since February 2009; President of the Adviser since February 2009, Trustee since December 2010 and Treasurer since January 2011.
Michael J. Wagner YOB: 1950	Chief Compliance Officer	Since 2009	Chief Compliance Officer of Value Line Funds since June 2009; President of Northern Lights Compliance Service, LLC (formerly Fund Compliance Services, LLC (2006 – present)) and Senior Vice President (2004 – 2006) and President and Chief Operations Officer (2003 – 2006) of Gemini Fund Services, LLC; Director of Constellation Trust Company until 2008.
Emily D. Washington YOB: 1979	Treasurer and Secretary	Since 2008	Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) of each of the Value Line Funds since August 2008 and secretary since 2010; Associate Director of Mutual Fund Accounting at Value Line until August 2008.

The Fund’s Statement of Additional Information (SAI) includes additional information about the Fund’s Directors and is available, without charge, upon request by calling 1-800-243-2729.

* Mr. Appel is an “interested person” as defined in the Investment Company Act of 1940 by virtue of his position with the Adviser and Distributor.

Unless otherwise indicated, the address for each of the above officers is c/o Value Line Funds, 7 Times Square, New York, NY 10036.

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Item 2.  Code of Ethics

(a) The Registrant has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer.

(f) Pursuant to item 12(a), the Registrant is attaching as an exhibit a copy of its Code of Ethics that applies to its principal executive officer, and principal financial officer and principal accounting officer.

Item 3.  Audit Committee Financial Expert.

(a)(1)The Registrant has an Audit Committee Financial Expert serving on its Audit Committee.

                            (2) The Registrant’s Board has designated Daniel S. Vandivort, a member of the Registrant’s Audit Committee, as the Registrant’s Audit Committee Financial Expert.  Mr. Vandivort is an independent director who has served as President, Chief Investment Officer to Weis, Peck and Greer/Robeco Investment Management.  He has also previously served as Managing Director for Weis, Peck and Greer (1995-2005).

A person who is designated as an “audit committee financial expert” shall not make such person an "expert" for any purpose, including without limitation under Section 11 of the Securities Act of 1933 or under applicable fiduciary laws, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.

Item 4.  Principal Accountant Fees and Services

(a) Audit Fees 2011 - $29,701

            (b) Audit-Related fees – None.

            (c) Tax Preparation Fees 2011 -$14,265

            (d) All Other Fees – None

            (e) (1)  Audit Committee Pre-Approval Policy. All services to be performed for the Registrant  by PricewaterhouseCoopers LLP must be pre-approved by the audit committee. All services performed were pre-approved by the committee.

(e) (2) Not applicable.

(f) Not applicable.

(g) Aggregate Non-Audit Fees 2011 -$2,400

            (h) Not applicable.

Item 11.  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-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.

(b)   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.

Item 12.  Exhibits.

(a)   Code of Business Conduct and Ethics for Principal Executive and Senior Financial Officers attached hereto as Exhibit 100.COE

(b)    (1) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2) attached hereto as Exhibit 99.CERT.

 (2) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.906.CERT.

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.

By:	/s/ Mitchell E. Appel
	Mitchell E. Appel, President
Date:	March 6, 2012
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:	/s/ Mitchell E. Appel
	Mitchell E. Appel, President, Principal Executive Officer
By:	/s/ Emily D. Washington
	Emily D. Washington, Treasurer, Principal Financial Officer
Date:	March 6, 2012

EX-99.CODE ETH

Exhibit 99.COE

CODE OF BUSINESS CONDUCT AND ETHICS

As mandated by the Securities and Exchange Commission, this Code of Business Conduct and Ethics (this "Code") sets forth legal and ethical standards of conduct for the directors, officers and employees of EULAV Asset Management and Subsidiaries1 (the "Company") and the Value Line Mutual Funds (collectively, the “Funds” or individually, the “Fund”). This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to the Company, its subsidiaries and each of the Funds and applies to each director and employee including the principal executive officer, principal financial officer, principal accounting officer or controller of each entity and persons performing similar functions.

If you have any questions regarding this Code or its application to you in any situation, you should contact the Chief Executive Officer.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them.

If you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors, or any third party doing business on behalf of the Company, or if you become aware of any violation of this Code, it is your responsibility to promptly report the matter.  You may contact an officer of the Company.  While it is the Company's desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.

1 For purposes of this Code, “Subsidiaries” includes EULAV Securities LLC, the principal underwriter of each of the Funds (“EULAV Securities”).  References in this Code to EULAV shall be interpreted to include EULAV Securities unless the context clearly otherwise requires.

CONFIDENTIALITY

Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company, except when disclosure is authorized by the Chief Executive Officer or legally mandated. Confidential information includes lists of clients, personal information about employees or shareholders and the like. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.

Third parties may ask you for information concerning the Company. Employees, officers and directors (other than the Company's authorized spokesperson) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as authorized by the Chief Executive Officer. All responses to inquiries on behalf of the Company must be approved by the Company's authorized spokesperson currently Mitchell Appel. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to the Company's authorized spokesperson.

HONEST AND ETHICAL CONDUCT AND FAIR DEALING

Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Company's suppliers, customers, competitors and employees. Statements regarding the Company's products and services must not be untrue, misleading, deceptive or fraudulent.

PROTECTION AND PROPER USE OF CORPORATE ASSETS; RELATED PERSON TRANSACTIONS

Employees, officers and directors should seek to protect the Company's assets. Theft, carelessness and waste have a direct impact on the Company's financial performance. All of us must use the Company's assets and services solely for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else.

All of us must always act in the best interests of the Company. You must refrain from engaging in any activity or having a personal interest that presents a "conflict of interest." A conflict of interest occurs when your personal interest interferes with the interests of the Company. A conflict of interest can arise whenever you, as an officer, director or employee, take action or have an interest that prevents you from performing your Company duties and responsibilities honestly, objectively and effectively.

2

The Company recognizes that Related Person Transactions (as defined below) can present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interests of the Company.  Nevertheless, the Company recognizes that there are situations where Related Person Transactions may be in, or may not be inconsistent with, the best interests of the Company.  Therefore, the Company has adopted the procedures set forth below for the review, approval or ratification of Related Person Transactions.

For the purposes of this Code of Conduct and Business Ethics, a "Related Person Transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $50,000, and in which any Related Person had, has or will have a direct or indirect material interest; provided, however, that the following are not Related Person Transactions:

1.   the transaction involves compensation approved by the Company’s Chief Executive Officer;

2.   the transaction is available to all employees generally; and

3.   indebtedness due from the Related Person for purchases of goods and services subject to usual trade terms, for ordinary business travel and expense payments and for other transactions in the ordinary course of business.

For purposes of this Code of Business Conduct and Ethics, a “Related Person” means:

1.   any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or officer of the Company or a nominee to become a director of the Company;

2.   any person who is known to be the beneficial owner of more than 5% of the Company's voting interests;

3.   any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and

4.   any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

3

A Related Person Transaction shall be consummated or shall continue only if the Chief Executive Officer shall approve or ratify such transaction and if the transaction is fair and reasonable to the Company.

BUSINESS OPPORTUNITIES

All of us are bound to advance the Company's business interests when the opportunity to do so arises. You must not take for yourself business opportunities that are discovered through your position with the Company or the use of property or information of the Company.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS

Employees, officers and directors must honestly and accurately report all Company business transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the Company's ability to meet legal and regulatory obligations.

All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company's accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company's books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.

It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications.

CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS

Anyone with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, communicate such concerns or complaints to any of the Company's officers. A record of all complaints and concerns received will be provided to the Company’s Board of Trustees.

4

DISCIPLINARY ACTION

Disciplinary measures will be taken against:

·   Any employee, officer or director who authorizes, directs, approves or participates in any violation of the Code or of any applicable law, rule or regulation;

·   Any employee, officer or director who has deliberately failed to report a violation of the Code or of any applicable law, rule or regulation, who has concealed any such violation or who has deliberately withheld or misstated relevant information concerning such a violation;

·   Any employee, officer or director who retaliates, directly or indirectly, or encourages others to do so, against any other employee, officer or director because of a report by that person of a suspected violation of the Code or of any applicable law, rule or regulation;

·   Any employee, officer or director who knowingly refers a false allegation of a violation of the Code or of any applicable law, rule or regulation or who deliberately abuses the procedures established for investigating suspected violations of the Code; and

·   Any employee, officer or director who refuses to return a signed certification of the Code or who fails to return a signed certification of the Code after reasonable opportunity to do so.

In addition, persons who violate any applicable law, rule or regulation may be subject to criminal and civil penalties and payment of civil damages to the Company or third parties.

DISSEMINATION AND AMENDMENT

This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company.

 Company reserves the right to amend, alter or terminate this Code at any time for any reason.

This document is not an employment contract between the Company and any of its employees, officers or directors and does not alter the Company's at-will employment policy.

5

CERTIFICATION

I,_________________________________ do hereby certify that:

             (Print Name Above)

1.   I have received and carefully read the Code of Business Conduct and Ethics of EULAV Asset Management and the Value Line Mutual Funds.

2.   I understand the Code of Business Conduct and Ethics.

3.   I have complied and will continue to comply with the terms of the Code of Business Conduct and Ethics.

Date:
	(Signature)

EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS CERTIFICATION TO THE COMPLIANCE DEPARTMENT WITHIN 30 DAYS OF ISSUANCE. FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.

6

EX-99.CERT

Exhibit  99.CERT

                 CERTIFICATION PURSUANT TO RULE 30a-2 UNDER THE

                 INVESTMENT COMPANY ACT OF 1940 (17 CFR 270.30a-2)

I, Mitchell E. Appel, President of the Value Line Centurion Fund, Inc., certify that:

1.   I have reviewed this report on Form N-CSR of the Value Line Centurion 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 statements,  and other financial information included in this report, 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 officer 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 second fiscal quarter of the period covered by this report 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 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:	March 6, 2012
		By:	/s/ Mitchell E. Appel
			Mitchell E. Appel
			President
			Value Line Centurion Fund, Inc.

                 CERTIFICATION PURSUANT TO RULE 30a-2 UNDER THE

                 INVESTMENT COMPANY ACT OF 1940 (17 CFR 270.30a-2)

I, Emily D. Washington,Treasurer of the Value Line Centurion Fund, Inc., certify that:

1.   I have reviewed this report on Form N-CSR of  the Value Line Centurion 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 statements,  and other financial information included in this report, 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 officer 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 second fiscal quarter of the period covered by this report 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 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:	March 6, 2012
		By:	/s/ Emily D. Washington
			Emily D. Washington
			Treasurer
			Value Line Centurion Fund, Inc.

EX-99.906 CERT

Exhibit  99.906.CERT

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mitchell E. Appel, President of the Value Line Centurion Fund, Inc. (the “Registrant”), certify that:

1.   The periodic report on Form N-CSR of the Registrant for the period ended 12/31/11 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.   The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	March 6, 2012
		By:	/s/ Mitchell E. Appel
			Mitchell E. Appel
			President
			Value Line Centurion Fund, Inc.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Emily D. Washington, Treasurer of the Value Line Centurion Fund, Inc. (the “Registrant”), certify that:

1.   The periodic report on Form N-CSR of the Registrant for the period ended 12/31/11 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.   The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	March 6, 2012
		By:	/s/ Emily D. Washington
			Emily D. Washington
			Treasurer
			Value Line Centurion Fund, Inc.