UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM N-8F

   APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES

I.    GENERAL IDENTIFYING INFORMATION

1.    Reason fund is applying to deregister (check only one; for descriptions,
      see Instruction I above):

      [X]  MERGER

      [ ]  LIQUIDATION

      [ ]  ABANDONMENT OF REGISTRATION
           (Note: Abandonments of Registration answer only questions I through
           15, 24 and 25 of this form and complete verification at the end of
           the form.)

      [ ]  Election of status as a BUSINESS DEVELOPMENT COMPANY
           (Note: Business Development Companies answer only questions 1 through
           10 of this form and complete verification at the end of the form.)

2.    Name of fund:

      First Trust Value Line Dividend Fund

3.    Securities and Exchange Commission File No.: 811-21381

4.    Is this an initial Form N-8F or an amendment to a previously filed Form
      N-8F?

      [ ]   Initial Application               [X]    Amendment

5.    Address of Principal Executive Office (include No. & Street, City, State,
      Zip Code):

      120 East Liberty Drive
      Suite 400
      Wheaton, Illinois  60187

6.    Name, address, and telephone number of individual the Commission staff
      should contact with any questions regarding this form:

      William C. Hermann
      Chapman and Cutler LLP
      111 West Monroe Street
      Chicago, Illinois  60603
      (312) 845-3895

7.    Name, address and telephone number of individual or entity responsible for
      maintenance and preservation of fund records in accordance with rules
      31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:


      First Trust Advisors L.P.
      120 East Liberty Drive
      Suite 400
      Wheaton, Illinois  60187
      (630) 765-8000


                                     - 1 -






      NOTE: Once deregistered, a fund is still required to maintain and preserve
            the records described in rules 31a-l and 31a-2 for the periods
            specified in those rules.

8.    Classification of fund (check only one):

      [X]  Management company;

      [ ]  Unit investment trust; or

      [ ]  Face-amount certificate company.

9.    Subclassification if the fund is a management company (check only one):

       [ ]   Open-end         [X]   Closed-end

10.   State law under which the fund was organized or formed (e.g., Delaware,
      Massachusetts):

      Massachusetts

11.   Provide the name and address of each investment adviser of the fund
      (including sub-advisers) during the last five years, even if the fund's
      contracts with those advisers have been terminated:

      First Trust Advisors L.P.
      120 East Liberty Drive
      Suite 400
      Wheaton, Illinois  60187

12.   Provide the name and address of each principal underwriter of the fund
      during the last five years, even if the fund's contracts with those
      underwriters have been terminated:

      A.G. Edwards & Sons, Inc. (lead manager)
      One North Jefferson Ave.
      St. Louis, Missouri  63103

      Merrill Lynch, Pierce, Fenner & Smith Incorporated
      Raymond James & Associates, Inc.
      Advest, Inc.
      Robert W. Baird & Co. Incorporated
      BB&T Capital Markets, a division of Scott & Stringfellow, Inc.
      Fahnestock & Co. Inc.
      Ferris, Baker Watts, Incorporated
      J.J.B. Hilliard, W.L. Lyons, Inc.
      Huntleigh Securities Corporation
      Janney Montgomery Scott LLC
      Legg Mason Wood Walker, Incorporated
      McDonald Investments Inc., a KeyCorp Company
      RBC Dain Rauscher Inc.
      Ryan Beck & Co.
      Stephens Inc.
      Stifel, Nicolaus & Company, Incorporated
      SunTrust Capital Markets, Inc.
      Wells Fargo Securities, LLC


                                     - 2 -






13.   If the fund is a unit investment trust ("UIT") provide:

      (a)   Depositor's name(s) and addressees):

      (b)   Trustee's name(s) and addressees):

14.   Is there a UIT registered under the Act that served as a vehicle for
      investment in the fund (e.g., an insurance company separate account)?

      [ ] Yes          [X] No

      If Yes, for each UIT state:
          Name(s):

          File No.: 811-______

          Business Address:

15.   (a) Did the fund obtain approval from the board of directors concerning
          the decision to engage in a Merger, Liquidation or Abandonment of
          Registration?

          [X] Yes      [ ] No

         If Yes, state the date on which the board vote took place:

         December 11, 2006

         If No, explain:

      (b) Did the fund obtain approval from the shareholders concerning the
          decision to engage in a Merger, Liquidation or Abandonment of
          Registration?

          [X] Yes      []  No

         If Yes, state the date on which the shareholder vote took place:

         December 11, 2006

         If No, explain:

II.   DISTRIBUTIONS TO SHAREHOLDERS

16.   Has the fund distributed any assets to its shareholders in connection with
      the Merger or Liquidation?

      [X] Yes          [ ] No

      (a) If Yes, list the date(s) on which the fund made those distributions:

          December 15, 2006

      (b) Were the distributions made on the basis of net assets?

          [X] Yes      [ ] No

      (c) Were the distributions made pro rata based on share ownership?

          [X] Yes      [ ] No


                                     - 3 -






      (d) If No to (b) or (c) above, describe the method of distributions to
          shareholders. For Mergers, provide the exchange ratio(s) used and
          explain how it was calculated:

      (e) Liquidations only:
          Were any distributions to shareholders made in kind?

          [ ] Yes      [ ] No

          If Yes, indicate the percentage of fund shares owned by affiliates, or
          any other affiliation of shareholders:

17.   Closed-end funds only:
      Has the fund issued senior securities?

      [ ] Yes          [X] No

      If Yes, describe the method of calculating payments to senior
      securityholders and distributions to other shareholders:

18.   Has the fund distributed all of its assets to the fund's shareholders?

      [X] Yes          [ ] No

      If No,
      (a) How many shareholders does the fund have as of the date this form is
          filed?

      (b) Describe the relationship of each remaining shareholder to the fund:

19.   Are there any shareholders who have not yet received distributions in
      complete liquidation of their interests?

      [ ] Yes          [X] No

      If Yes, describe briefly the plans (if any) for distributing to, or
            preserving the interests of, those shareholders:

III.  ASSETS AND LIABILITIES

20.   Does the fund have any assets as of the date this form is filed? (See
      question 18 above)

      [ ] Yes          [X] No

      If Yes,
      (a) Describe the type and amount of each asset retained by the fund as of
          the date this form is filed:

      (b) Why has the fund retained the remaining assets?

      (c) Will the remaining assets be invested in securities?

          [ ] Yes      [ ] No

21.   Does the fund have any outstanding debts (other than face-amount
      certificates if the fund is a face-amount certificate company) or any
      other liabilities?

      [ ] Yes          [X] No


                                     - 4 -






      If Yes,
      (a) Describe the type and amount of each debt or other liability:

      (b) How does the fund intend to pay these outstanding debts or other
          liabilities?

IV.   INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION

22.   (a) List the expenses incurred in connection with the Merger or
          Liquidation:

          (i)    Legal expenses:                                     $90,350.00

          (ii)   Accounting expenses:                                  $6,00.00

          (iii)  Other expenses (list and identify separately):

                      Press Releases:                                   $330.00

                      Printing:                                      $27,895.74

                      Proxy Solicitation:                            $74,458.97

          (iv)   Total expenses (sum of lines (i)-(iii) above):     $199,034.71

      (b) How were those expenses allocated?

          Expenses were allocated between the fund and First Trust Advisors L.P.

      (c) Who paid those expenses?

          $52,979.36 of proxy solicitation expenses were paid by the fund.  All
          other expenses were paid by First Trust Advisors L.P.

      (d) How did the fund pay for unamortized expenses (if any)?

          Not Applicable

23.   Has the fund previously filed an application for an order of the
      Commission regarding the Merger or Liquidation?

      [ ] Yes          [X] No

      If Yes, cite the release numbers of the Commission's notice and order or,
      if no notice or order has been issued, the file number and date the
      application was filed:

V.    CONCLUSION OF FUND BUSINESS

24.   Is the fund a party to any litigation or administrative proceeding?

         [ ] Yes          [X] No

      If Yes, describe the nature of any litigation or proceeding and the
      position taken by the fund in that litigation:

25.   Is the fund now engaged, or intending to engage, in any business
      activities other than those necessary for winding up its affairs?

         [ ] Yes          [X] No

      If Yes, describe the nature and extent of those activities:


                                     - 5 -






VI.   MERGERS ONLY

26.   (a) State the name of the fund surviving the Merger:

         First Trust Value Line (R) Dividend Index Fund, a series of the First
Trust Exchange-Traded Fund

      (b) State the Investment Company Act file number of the fund surviving the
Merger: 811-21774

      (c) If the merger or reorganization agreement has been filed with the
          Commission, state the file number(s), form type used and date the
          agreement was filed:

         The Plan of Reorganization has been filed with the commission on Form
         N-14 on September 1, 2006 for file number 333-137063.

      (d) If the merger or reorganization agreement has not been filed with the
          Commission, provide a copy of the agreement as an exhibit to this
          form.

                                  *     *     *


                                     - 6 -






                                  VERIFICATION

      The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of First Trust Value Line Dividend Fund, (ii) he or she is the
President of First Trust Value Line Dividend Fund, and (iii) all actions by
shareholders, directors, and any other body necessary to authorize the
undersigned to execute and file this Form N-8F application have been taken. The
undersigned also states that the facts set forth in this Form N-8F application
are true to the best of his or her knowledge, information, and belief.

                                          FIRST TRUST VALUE LINE DIVIDEND FUND


                                          By  /s/ James A. Bowen
                                              --------------------------
                                              James A. Bowen
                                              President


                                     - 7 -