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 811-4963   THE BERWYN FUNDS   1189 LANCASTER AVENUE, BERWYN, PA 19312   KEVIN M. RYAN, 1189 LANCASTER AVENUE, BERWYN, PA 19312   Registrant's telephone number, including area code: (610) 296-7222   Date of fiscal year end: 12/31/04  Date of reporting period: 1/01/04 - 12/31/04 

  Form N-CSR is to be used by management investment companies to file reports  with the Commission not later than 10 days after the transmission to stockholders  of any report that is required to be transmitted to stockholders under Rule  30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission  may use the information provided on Form N-CSR in its regulatory, disclosure  review, inspection, and policymaking roles. 

A registrant is required to disclose the information specified by Form N-CSR,  and the Commission will make this information public. A registrant is not required  to respond to the collection of information contained in Form N-CSR unless the  Form displays a currently valid Office of Management and Budget ("OMB") control  number. Please direct comments concerning the accuracy of the information collection  burden estimate and any suggestions for reducing the burden to Secretary, Securities  and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The  OMB has reviewed this collection of information under the clearance requirements  of 44 U.S.C. Section 3507. 

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Item 1. Reports to Stockholders

A copy of the 2004 Annual Report to Stockholders is enclosed.

Item 2. Code of Ethics

- The registrant has adopted a code of ethics that applies to registrant's    principal executive officer and principal financial officer.    
- N/A    
- There have been no amendments to the code of ethics since its adoption.    
- No waivers of the provisions of the code have been granted since its adoption.    
- N/A    
- 1.) The registrant has filed a copy of its code of ethics as an exhibit    on this form N-CSR.  

2.) The registrant has posted a copy of the code of ethics on its Internet    Web site, http://www.theberwynfunds.com.

         3.) Anyone may obtain a copy  of this code of ethics free of charge by calling the registrant at (800) 992-6757  and requesting the Code of Ethics for Principal Executive and Financial Officers.

Item 3. Audit Committee Financial Expert 

a.) 1.) i.) The Board of Trustees has determined that there is one audit committee  financial expert on its audit committee.

     2.) The audit committee financial expert is Denis  P. Conlon. Mr. Conlon is an independent Trustee.

Item 4. Principal Accountant Fees and Services

a.) Audit Fees

Aggregate audit fees billed for fiscal year 2003 and fiscal year 2004 by Briggs  Bunting and Dougherty, LLP were $28,000 and $27,800 respectively.

b.) Audit Related Fees.

Audit related fees of $6800 were billed by Briggs Bunting and Dougherty LLP  for fiscal year 2003. The services performed consisted of procedures agreed  upon by the Audit Committee and Briggs Bunting and Dougherty, LLP, undertaken  for the purpose of assisting the Audit Committee in assessing Fund management's  response to recommendations made by Pricewaterhouse Coopers LLP in a management  comment letter dated April 1, 2003. The services included a general review of  the Semi-Annual Report to Stockholders. No audit related fees were billed in  fiscal year 2004.

c.) Tax Fees

There were tax fees of $3,000 billed for fiscal year 2003 and for fiscal year  2004. The services provided were the preparation of the federal income tax return  of the three portfolio series of the registrant.

d.) All Other Fees.

In 2003, Pricewaterhouse Coopers LLP billed the registrant $2,000 to transfer  the registrant's files to its new accountant, Briggs Bunting and Dougherty,  LLP. No fees other than those already disclosed were billed by the registrants  accountant in fiscal year 2004.

e.) 	1.) Before the accountant was engaged for audit and non-audit services  the engagement was approved by the registrant's audit committee.

2. The services listed in paragraphs (a) (b) and (c) were pre-approved by the  audit committee. The registrant did not seek audit committee approval to pay  bill for the transfer of files from one accountant to another.

f.) N/A

g.) The registrant's accountant billed the registrant $9,800 for non-audit  services in 2003 and $3000 in 2004. The registrant's accountant did not bill  the registrant's investment adviser or any entity controlling, controlled by  or under common control with the registrant's adviser for non-audit services  during the last two fiscal years.

Item 5. Audit Committee of Listed Registrants

N/A

Item 6. Schedule of Investments 

The Schedule of Investments is included as part of the report to stockholders  filed under Item 1 of the Form.

Item 7. Disclosure of Proxy Voting 

Policies and Procedures for closed-end Management Investment Companies.

N/A

Item 8. Portfolio Managers of Closed-End Management Investment Companies

N/A

Item 9. Purchases of Equity Securities by Closed-End Management Investment  Company and Affiliated Purchases

N/A

Item 10. Submission of Matters to a Vote of Security Holders

N/A

Item 11. Controls and Procedures

a.) The registrant's principal executive and financial officers have reviewed  the registrant's disclosure controls and procedures prior to the filing of this  report and have concluded that they are effective.

b.) There has been no change in the registrant's internal control over financial  reporting

Item 12. Exhibits

- 1.) Code of Ethics

2.) Certifications by the principal executive and financial officers

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THE BERWYN FUNDS

BERWYN FUND SERIES

BERWYN INCOME FUND SERIES

BERWYN CORNERSTONE FUNDSERIES