SCHEDULE 14A

[ 40,151]  Information Required by Proxy Statement
	Reg.  240.14a-101.


SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange 
Act of 1934
(Amendment No.    )

Filed by the Registrant  [ x ]
Filed by a Party other than the Registrant  [   ]
Check the appropriate box:
[ x ]	Preliminary Proxy Statement
[    ]	Confidential, for Use of the Commission Only (as permitted by 
Rule 14a-6(e)(2))
[    ]	Definitive Proxy Statement
[    ]	Definitive Additional Materials
[    ]	Soliciting Material Pursuant to  240.14a-11(c) or  240.14a-1
    
 
BERWYN INCOME FUND, INC.                                                        
(Name of Registrant as Specified In Its Charter)

KEVIN M. RYAN                                                                  
     
(Name of Person(s) Filing Proxy Statement, if other than the 
Registrant)

Payment of Filing Fee (Check the appropriate box):
[ x ]	No fee required.
[    ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 
and 0-11.
	1)	Title of each class of securities to which transaction applies:
	
	_________________________________________________________________
_____________

	2)	Aggregate number of securities to which transaction applies:
	
	_________________________________________________________________
_____________

	3)	Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on 
which the filing fee is calculated and state how it was determined):
	
	_________________________________________________________________
_____________

	4)	Proposed maximum aggregate value of transaction:
	_________________________________________________________________
________________

	5)	Total fee paid:
	_________________________________________________________________
________________

[    ]	Fee paid previously with preliminary materials.
[    ]	Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for which the 
offsetting fee was paid previously.  Identify the previous filing by 
registration statement number, or the Form or Schedule and the date of 
its filing.

	1)	Amount Previously Paid:  
	_________________________________________________________________
________________

	2)	Form, Schedule or Registration Statement No.:



BERWYN INCOME FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

Robert E. Killen and Kevin M. Ryan, or either of them, with power of 
substitution, are hereby authorized as proxies to represent, and to 
vote the shares of common stock (the "Shares") of Berwyn Income Fund, 
Inc. (the "Fund") owned by the undersigned shareholder(s) at the 
Annual Meeting of Shareholders of the Fund, to be held at 11:00 a.m. 
or immediately following the Annual Meeting of Shareholders of The 
Berwyn Fund, Inc., which is scheduled for 10:00 a.m. on Monday, March 
27, 1998 at 1199 Lancaster Avenue, Berwyn, Pennsylvania, and at any 
adjournment thereof.  The proxies are to vote the Shares of the 
undersigned as instructed below and in accordance with their judgment 
on all other matters which may properly come before the meeting.  If 
no specification is made below, this proxy shall be voted in favor of 
each listed proposal (including each nominee for Director).

The Board of Directors recommends voting for Proposals 1, 2, 3, 4 and 
5.

1.	Election of Directors: 

	Nominees:  Robert E. Killen, Denis P. Conlon, Anthony N. Carrelli, 
Edward A. Killen II,
			 and William H. Vonier

		For All Nominees____        Withhold All Nominees____        
Withhold Those Listed Below____

	Instruction:  To withhold authority to vote for any individual 
nominee, please print his name below:

2.	Annual Continuation of Contract for Investment Advisory Services:  
		Approve____     Disapprove____     Abstain____

3.	Ratification of Price Waterhouse, LLP as independent accountants:  
		For____     Against____     Abstain____

4.	Amendment of the Articles of Incorporation of the Fund to increase 
the number of authorized shares of 
	the 	Fund:  
		For____     Against____     Abstain____

5.	Amendments of the fundamental investment restriction and Bylaws of 
the Fund to permit purchase 
	and sale of Rule 144A securities:
		For____     Against____     Abstain____

Please sign and date this proxy and return it promptly in the enclosed 
envelope.

_____________________________________	
	Dated____________________, 1998

_____________________________________	
	Dated____________________, 1998
Joint Tenant (if any)

Please check here _______ if planning to attend the Annual Meeting of 
Shareholders.

Please check here _______ if you have comments and use back of form.

YOUR VOTE IS IMPORTAN


BERWYN INCOME FUND, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MARCH 27, 1998

BERWYN, PENNSYLVANIA


NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of 
the Berwyn Income Fund, Inc. (the "Fund"), a registered investment 
company, will be held at the executive offices of The Killen 
Group, Inc., 1199 Lancaster Avenue, Berwyn, Pennsylvania on 
Monday, March 27, 1998, at 11:00 a.m. or immediately following The 
Berwyn Fund, Inc. Shareholder Meeting, which is scheduled for 
10:00 a.m., for the following purposes:

1.	To elect 5 Directors to serve until the next annual meeting of 
shareholders and until their successors are elected;

2.	To consider and approve the Investment Advisory Agreement 
between the Fund and The Killen Group, Inc. for the period from 
March 27, 1998 to March 26, 1999, or until the next annual 
meeting of shareholders;

3.	To consider and ratify the appointment of Price Waterhouse, LLP 
as independent accountants for the fiscal year ending December 
31, 1998.

4.	To consider and approve an amendment to the Articles of 
Incorporation of the Fund to increase the number of shares of 
the Fund that the Fund is authorized to issue from 20,000,000 
to 100,000,000.

5.	To consider and approve an amendment to (a) Section (1)(k) of 
Article XI of the Bylaws of the Fund and (b) the Fund's 
fundamental investment restrictions in order to permit the Fund 
to invest in unregistered securities that are eligible for 
resale pursuant to Rule 144A under the Securities Act of 1933, 
as amended.

At such meeting, only holders of common stock of record at the 
close of business on February 12, 1998 will be entitled to vote.

You are encouraged to attend this meeting in person, but if you 
cannot do so, please complete, date, sign and return the 
accompanying proxy at your earliest convenience.  YOUR 
PARTICIPATION, IN PERSON OR BY PROXY, IS IMPORTANT.  BUSINESS MAY 
BE TRANSACTED ONLY IF A MAJORITY OF THE SHARES ENTITLED TO VOTE 
ARE PRESENT IN PERSON OR BY PROXY.

				By Order of the 
Board of Directors


				                  
                                         	
February 13, 1998		Kevin M. Ryan, 
Secretary


PROXY STATEMENT

SOLICITATION, REVOCATION AND VOTING OF PROXIES


The enclosed proxy is solicited by and on behalf of the Board 
of Directors of Berwyn Income Fund, Inc. (the "Fund"), for use 
at the Annual Meeting of Shareholders (the "Annual Meeting"), 
or any adjournment thereof, to be held on March 27, 1998, at 
11:00 a.m. or immediately following the Annual Meeting of 
Shareholders of The Berwyn Fund, Inc., which is scheduled for 
10:00 a.m.,  at the executive offices of The Killen Group, Inc. 
(the "Adviser" or "Killen Group"), 1199 Lancaster Avenue, 
Berwyn, Pennsylvania.  The Fund's address is 1189 Lancaster 
Avenue, Berwyn, Pennsylvania 19312.  This proxy statement and 
the enclosed proxy are first being sent to shareholders of the 
Fund (the "Shareholders") on or about March 2, 1998.  The close 
of business on February 12, 1998 has been fixed as the record 
date for the determination of shareholders entitled to vote at 
the Annual Meeting.  On that date there were outstanding 
____________ shares of common stock of the Fund. (The Fund 
issues only common stock.)  Shareholders will be entitled to 
one vote on each matter for each share held.

A majority of the shares entitled to vote, represented in 
person or by proxy, will constitute a quorum and the presence 
of a quorum is necessary for the transaction of business.  
Abstentions and broker non-votes will be included for purposes 
of determining whether a quorum is present at the meeting, but 
will be treated as votes not cast and, therefore, will not be 
counted in determining whether matters to be voted upon at the 
meeting have been approved.

The proposed contract for Investment Advisory Services between 
the Fund and the Adviser, (the "Advisory Agreement"), and the 
proposed Amendments to the Fund's fundamental investment 
restriction and Bylaws (Proposals 2 and 5 below) require 
approval by a vote of a majority of the Fund's outstanding 
voting securities as defined in the Investment Company Act of 
1940, as amended ("1940 Act").  Under the 1940 Act, such 
approval means the affirmative vote at a meeting of 
shareholders of the lesser of (a) more than 50% of the Fund's 
outstanding shares, or (b) 67% or more of the shares present or 
represented by proxy at the meeting, if the holders of more 
than 50% of the Fund's outstanding shares are present in person 
or represented by proxy.  The election of the nominees for 
Director, the Amendment of the Articles of Incorporation and 
the ratification of the appointment of Price Waterhouse, LLP as 
independent accountants of the Fund  (Proposals 1, 3 and 4 
below) require the affirmative vote of a majority of shares 
present at the meeting either in person or by proxy.

All shares represented by properly executed proxies, unless 
such proxies have been previously revoked, will be voted at the 
Annual Meeting in accordance with the directions on the 
proxies.  A shareholder who executes and returns a proxy may 
revoke it at any time prior to its exercise by delivering to 
the Secretary of the Fund written notice of its revocation, 
sending the Fund a proxy with a later date, or voting in person 
at the meeting.  The cost of soliciting proxies, which is 
estimated at $2,500, is being paid by the Fund.  In addition to 
solicitation by mail, Officers of the Fund may ask Shareholders 
to return proxies in personal conversations or by telephone or 
telecopy.

-2-


Since the Fund is bearing all proxy solicitation costs, it is requested 
that Shareholders who will not attend the meeting, execute and return a 
proxy so as to avoid any additional solicitation expense.



OWNERSHIP OF SHARES



Shareholders known by the Board of Directors to own more than 5% of the 
outstanding shares of the Fund 
on February 12, 1998 and the percentage of the outstanding shares owned on 
that date are listed below.


	Name of Shareholder	Amount of 	Percentage of
	      and Address     	Shares Owned	Outstanding Shares

	Charles Schwab & Co. (1)		%
	101 Montgomery Street
	San Francisco, CA

National Financial Services Corp. (1)		%
	1 World Financial Center
	200 Liberty Street
	New York, NY


(1)	Indicated owner of record; the record owner is a registered broker-
dealer and holds the shares listed for 	the benefit of its customers. 

To the Fund's 	knowledge, no person beneficially owned more than 5% of the 
outstanding shares of the 	Fund on February 12, 1998.



PROPOSAL 1.  NOMINEES FOR ELECTION AS DIRECTORS

Five Directors are to be elected to serve on the Board of Directors of 
the Fund (the "Board") until the next Annual Meeting of Shareholders 
and until their successors are elected.  The Board's nominees are 
named in the following table, which also sets forth information about 
each of them concerning age, principal occupation, business experience 
for at least the past five years, and ownership of Fund shares.  This 
information is also provided for Kevin M. Ryan who serves as 
Secretary-Treasurer of the Fund.  Robert E. Killen, Anthony N. 
Carrelli, Denis P. Conlon, Edward A. Killen II and William H. Vonier 
are currently members of the Fund's Board of Directors and all are 
nominees for election.



3-


			Number of Shares
	Principal Occupation		Beneficially 
	and Other Business		Owned & Percent 
	Experience During the		of Class as of  
Name(Age)	Past Five Years		February 12, 1998

*Robert E. Killen 	Director and shareholder, Berwyn Financial 
Services 		
(56)	Corp. ("BFS"), a financial services company 
(registered		(1)
	with the U.S. Securities and Exchange 
Commission		+
	(the "SEC") as a broker-dealer since December 
1993
	and a member of the National Association of 
Securities 
	Dealers (the "NASD") since July 1994, since 
October 1991.
	President and Director of The Berwyn Fund, 
Inc., since 
	February 1983.  President and Director of 
Berwyn 
	Income Fund, Inc., since December 1986.  
Director of 
	Westmoreland Coal Co. (a mining company) since 
July
	1996.  Chairman, CEO, and sole shareholder of 
Killen
	Group (an investment advisory firm and the 
investment
	adviser to the Fund) since April 1996.  
President, 
	Treasurer, Director and sole shareholder of 
Killen Group,
	from September 1982 to March 1996.

*Anthony N. Carrelli 	Director of Berwyn Income Fund, Inc., since 
December		
(47)	1986.  Director of The Berwyn Fund, Inc., 
since January		+
	1995.  Vice President of Killen Group (an 
investment 
	advisory firm and the investment adviser to 
the Fund)
	since August 1986.

*Edward A. Killen II 	Director, Secretary and shareholder, BFS, a 
financial services	
(46)	(registered as a broker-dealer with the SEC 
since December		+
	1993 and a member of the NASD since July 
1994), since
	October 1991.  Director of Berwyn Income Fund, 
Inc.,
	since January 1995.  Director  of The Berwyn 
Fund, Inc.,
	from February 1983 to January 1995.  Vice 
President, 
	Secretary and Director of Killen Group (an 
investment
	advisory firm and the investment adviser to 
the Fund)
	since February 1983.

Denis P. Conlon 	Director of The Berwyn Fund, Inc., and Berwyn 
Income		
(49)	Fund, Inc., since June 1992.  President & CEO 
of CRC		+
	Industries (a worldwide manufacturer of 
chemical
	specialties for industrial and automotive 
markets) since
	September 1996.  Vice President, Corporate 
Development,
	Berwind Corporation (diversified manufacturing 
and
	financial company) from 1990 to September 
1996.

-4-


			Number of Shares
	Principal Occupation		Beneficially 
	and Other Business		Owned & Percent 
	Experience During the		of Class as of  
Name(Age)	Past Five Years		February 12, 1998

William H. Vonier	Director of The Berwyn Fund, Inc., and Berwyn 
Income
(69)	Fund, Inc., since June 1992.  Independent Consultant 
	Sales and Marketing since 1989.

*Kevin M. Ryan 	President, Treasurer, Director and shareholder 
of BFS,		
(50)	a financial services company, (registered as a  
broker-		(2)
	dealer with the SEC since December 1993 and a 
member		+
	of the NASD since July 1994), since October 
1991.
	Secretary-Treasurer of Berwyn Income Fund, 
Inc., since
	1986.  Director of Berwyn Income Fund, Inc., 
from 
	December 1986 to January 1995.  Secretary, 
Treasurer
	and Director of The Berwyn Fund, Inc., since 
February 
	1983.  Legal Counsel to Killen Group (an 
investment 
	advisory firm and the investment adviser to 
the Fund)
	since September 1985.

All Directors and Officers of the Fund as a group owned __________ 
shares of the Fund, which constituted approximately _______% of its 
outstanding shares as of February 12, 1998.

Notes:
(1)	The shares listed for Robert E. Killen include shares owned by The 
Killen Group, Inc. and shares 
	owned by his wife.
(2)	Shares listed for Kevin M. Ryan include shares owned by two 
Partnerships of which he is a 
	General Partner.
  +	Indicates ownership of less than 1% of the outstanding shares of 
the Fund.
  *	Robert E. Killen, Anthony N. Carrelli, Edward A. Killen II and Kevin 
M. Ryan are interested persons of the Fund as defined in the 1940 Act.  
Messrs. R. Killen, Carrelli, and E. Killen are the "Interested 
Directors" of the Fund as defined in the 1940 Act.  Robert E. Killen 
is an Officer, Director and sole shareholder of the Adviser to the 
Fund.  He is also a Director of BFS, a registered broker-dealer, and 
owns 1/3 of its outstanding shares.  Anthony N. Carrelli is a Vice 
President of the Adviser to the Fund.  Edward A. Killen II is an 
Officer and Director of the Advisor to the Fund.  He is also an 
Officer, Director, and the owner of 1/3 of the outstanding shares of 
BFS.  Kevin M. Ryan is legal counsel to the Adviser and he is an 
Officer, Director and owner of the 1/3 of outstanding shares of BFS.  
In addition, Robert E. Killen and Edward A. Killen II are brothers and 
Kevin M. Ryan is brother-in-law to both.  BFS serves as the selling 
agent for the Fund in certain jurisdictions.  The Board of Directors 
sets broad policies for the Fund and elects the Officers.  The 
Officers of the Fund are Robert E. Killen, President, and Kevin M. 
Ryan, Secretary-Treasurer.  The Officers manage the Fund's daily 
operations and are directly responsible to the Directors.


-5-


The Board held four meetings in the Fund's fiscal year ended December 
31, 1997 (the "1997 fiscal year") and all Directors were present at 
each meeting.  The Board has an Audit Committee composed of Messrs. 
Conlon and Vonier, each of whom is not an "interested person" of the 
Fund, as that term is defined in the 1940 Act ("Independent 
Directors").  The Audit Committee recommends the selection of 
independent public accountants for the Fund, reviews the scope of the 
audit and evaluates the independent accountants' work and opinions and 
reports its findings to the Board.  The Audit Committee did not meet 
in 1997.  In past years, the Audit Committee met with the Fund's 
independent accountants at the start of the annual audit.  In 1997, 
the Audit Committee decided to meet with the auditors at the 
conclusion of the annual audit.  The Audit Committee will meet with 
the Fund's in 1998 at the conclusion of the 1997 audit.

The Independent Directors are paid a fee of $400 for each Board or 
Committee meeting attended and are reimbursed for any travel expenses.  
If a Board and Committee meeting are held on the same date, the 
Independent Directors receive only one fee.  In the 1997 fiscal year, 
Messrs. Conlon and Vonier were paid Directors' fees of $1,600 and 
$1,600, respectively from the Fund.  Messrs. Conlon and Vonier also 
serve as Independent Directors of The Berwyn Fund, Inc. (another 
registered investment company managed by the Adviser and together with 
the Fund, the "Funds").  In the fiscal year ended December 31, 1997 of 
The Berwyn Fund, Inc., Messrs. Conlon and Vonier received $1,600 and 
$1,600, respectively, in Directors' fees from The Berwyn Fund, Inc.  
The total Directors' fees paid by both Funds to Messrs. Conlon and 
Vonier were $3,200 and $3,200, respectively for the 1997 fiscal year 
of each of the Funds.

Officers of the Fund are not paid compensation by the Fund for their 
work as Officers and no fees are paid to the Interested Directors for 
the performance of their duties.



PROPOSAL 2.  INVESTMENT ADVISORY AGREEMENT


Investment Adviser

Killen Group currently serves as the investment adviser to the Fund.  
The Adviser is a Pennsylvania corporation formed in September 1982 and 
its offices are located at 1199 Lancaster Avenue, Berwyn, Pennsylvania 
19312.

The Officers and Directors of the Adviser are Robert E. Killen, 
Chairman, CEO and Treasurer, William A. Siegenthaler,  Chief Operating 
Officer and Director , Edward A. Killen, II, Executive Vice President, 
Secretary and Director, Anthony N. Carrelli, Vice President and Tara 
J. Killen, Director.  The address of each Officer and Director is 1199 
Lancaster Avenue, Berwyn, Pennsylvania 19312.

Robert E. Killen has worked as an investment adviser since 1969.  In 
that year, he co-founded the partnership of Compu Val Management 
Associates (an investment advisory firm) and was a partner until 
February 1983 when he was replaced by the Adviser as a general 
partner.


-6-


In December 1983, the partnership of Compu Val Management Associates 
was dissolved.

William A. Siegenthaler has been the Chief Operating Officer of Killen 
Group since April 1996.  Prior to that he was manager of the Capital 
Markets Department of Electronics Data Systems Corporation, Wayne, 
Pennsylvania from March 1995 to March 1996.

Edward A. Killen II was Portfolio Manager for Compu Val Management 
Associates from 1976 until September 1983.  At that time he assumed 
his present position with the Adviser.

Tara J. Killen has been employed as a writer by First News Corp., Boca 
Raton, Florida since September 1997.  From June 1994 to June 1997, she 
was employed by the Adviser as an assistant portfolio manager and 
supervisor for mutual fund communications.

Robert E. Killen is Chairman of the Board and President of the Fund 
and currently a nominee for re-election as a Director.  Edward A. 
Killen II, Executive Vice President, and Anthony N. Carrelli, Vice 
President of the Adviser, are currently Directors of the Fund and are 
nominees for election as Directors at the Annual Meeting.

Advisory Agreement

The Adviser serves as investment adviser to the Fund pursuant to a 
written Advisory Agreement, dated May 14, 1993.  Under the terms of 
the Advisory Agreement, the Adviser provides the Fund with advice and 
recommendations with respect to investments, investment policies, the 
purchase and sale of securities and other investments and the 
management of the Fund's resources.

In addition to providing investment services to the Fund, the Adviser 
provides and furnishes office space for the Fund and provides 
personnel to administer the Fund's operations.  The Adviser also pays 
all expenses associated with the sales promotion of the Fund.

As compensation for investment services, under the Advisory Agreement, 
the Fund has agreed to pay the Adviser monthly compensation at the 
annual rate of 1/2 of 1% of the average daily net assets of the Fund.  
In the 1997 fiscal year, the Adviser received advisory fees totaling 
$806,436.  The Advisory Agreement provides that the Adviser's fee will 
be reduced in any fiscal year by any amount necessary to prevent the 
Fund expenses and liabilities (excluding taxes, interest, brokerage 
commissions and extraordinary expenses, as determined by the Fund's or 
Adviser, but inclusive of the Adviser's fee) from exceeding 2% of the 
average daily net assets of the Fund (1 1/2% when net assets of the 
Fund are over $100 million).  This expense limitation did not affect 
the Adviser's fee in 1997.

The Advisory Agreement is terminable at any time without penalty on 60 
days' written notice by the Board of Directors and will terminate 
automatically in the event it is assigned.  The Advisory Agreement is 
also terminable at any time without penalty by a vote of a majority of 
the outstanding shares of the Fund on 60 days' written notice.  The 
Adviser may terminate the Agreement by written notice to the Fund at 
least 60 days prior to the date of the annual shareholder meeting of 
any year thereafter.  The
Advisory Agreement provides that, unless sooner terminated, it will 
continue in effect from year to year


-7-


provided that such continuance is specifically approved at least 
annually by a vote of a majority of the outstanding shares of the Fund 
as defined in the 1940 Act. Continuance of the Advisory Agreement also 
must be approved by the Independent Directors of the Fund annually.  
The Board of Directors of the Fund, including the Independent 
Directors, unanimously approved continuance of the Advisory Agreement 
at a meeting held on January 20, 1998.

In making its recommendation to continue the Advisory Agreement, the 
Board considered a number of factors.  These factors were the 
performance of the Fund in 1997 and from its inception, the nature and 
quality of services provided by the Adviser and the Adviser's fee and 
the expenses of the Fund in comparison to other mutual funds with a 
similar investment objective.  The Board was also aware that the 
Adviser placed portfolio transactions through brokers affiliated with 
the Adviser and the Fund and that the Adviser allocated transactions 
to brokers that sold shares of the Fund and that provided research to 
the Fund and the Adviser.  Prior to the Board meeting held on January 
20, 1998, the members of the Board were provided with a memorandum 
prepared by the Adviser that detailed the experience of the Fund's 
portfolio manager, the services provided by the Adviser and the number 
of employees engaged in providing those services.  Also provided in 
the memorandum was the annual performance of the Fund since inception 
as well as the annual average total return for 1 year, 5 years and the 
life of the Fund.  The memorandum listed the total amount of fees paid 
to the Adviser for 1997, the ratio of expenses to average net assets 
for the year and the rate at which the Fund pays the Adviser.  

In addition to the Adviser's memorandum, the members of the Board were 
provided with information which compared the various expenses and fees 
of funds with similar investment objectives to the Fund's expenses and 
fees.

After a discussion regarding the Advisory Agreement, the Board 
unanimously determined that it was in the best interest of the Fund's 
shareholders to continue the Advisory Agreement. The Board determined 
that the performance of the Fund in 1997 was satisfactory and that the 
performance of the Fund and level and quality of services provided by 
the Adviser since the Fund's inception have been good.  The Board also 
determined that the fee charged by the Adviser was fair and reasonable 
considering the nature and quality of the services provided to the 
Fund and the other factors described above.

The terms of the Advisory Agreement require that the renewal of the 
agreement be submitted to the shareholders at the Annual Meeting for 
their approval.  The Advisory Agreement was last submitted for 
shareholder approval at the Annual Meeting of Shareholders held on 
March 22, 1997.  At that time, the Advisory Agreement was approved for 
continuance.  No changes have been made in the Agreement since March 
22, 1997.

A copy of the Advisory Agreement is attached as Appendix A.

The Board recommends approval by Shareholders of the Advisory 
Agreement.

Affiliated Brokers

The Fund places a portion of its portfolio transactions through 
brokers affiliated with the Adviser and the Fund.  In the 1997 fiscal 
year, the affiliated broker used by the Fund was BFS.  BFS is 
affiliated with the

-8-


Adviser and the Fund by reason of the fact that Officers and Directors 
of the Fund and the Adviser are Officers, Directors and shareholders 
of BFS.  In addition, BFS serves as the selling agent for the Fund in 
various jurisdictions pursuant to a written agreement.

In the 1997 fiscal year, the Fund paid a total of $193,023 in 
commissions to BFS.  This figure represents ____% of the total 
commissions paid by the Fund.



PROPOSAL 3.  RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS


The Board is requesting ratification of its selection of Price 
Waterhouse, LLP as independent accountants of the Fund for the fiscal 
year ending December 31, 1998.  Price Waterhouse, LLP has served as 
independent accountants for the Fund since the Fund began operations.  

No representative of Price Waterhouse, LLP is expected to be present 
or make a statement at the Annual Meeting.

The Board recommends the ratification by Shareholders of such 
selection of Price Waterhouse, LLP as independent accountants for the 
Fund.



PROPOSAL 4.  AMENDMENT OF THE ARTICLES OF INCORPORATION


The Fund's Articles of Incorporation (the :Articles") currently read 
as follows:

"The Aggregate Number of Shares, Classes of Shares and 
Par Value of Shares Which the Corporation Shall Have 
the Authority to Issue:

20,000,000 shares with a stated Par Value Per Share of 
$1.00 Par."

The Board of the Fund has proposed to amend the Articles to increase 
the number of shares authorized to be issued.  The proposed amendment 
would read as follows:

"The Aggregate Number of Shares, Classes of Shares and 
Par Value of Shares Which the Corporation Shall Have 
the Authority to Issue:

100,000,000 shares with a Stated Par Value Per Share of 
$1.00 Par."

The Board believes that it is in the best interest of the Fund and its 
Shareholders to increase the authorized number shares of the Fund.


-9-


When the Fund was established in December 1986, 20,000,000 shares of 
stock were deemed adequate.  Circumstances, however, have changed and 
the Fund needs to increases the number of authorized shares to insure 
its continued operation.  As of February 12, 1998, there were 
______________ shares of the Fund outstanding.  

Each share has equal voting, dividend, distribution and liquidation 
rights.  There are no conversion or preemptive rights applicable to 
any shares of the Fund.  All shares issued are fully paid and 
nonassessable.  Fund shares do not have cumulative voting rights, 
which means that the holders of more than 50% of the share voting for 
election of Directors may elect 100% of the Directors if they choose 
to do so and, in such event, the holders of the remaining shares so 
voting will not be able to elect any Directors.  Share certificates 
will be issued only upon written request.

The Board of Directors may declare and pay dividends upon the 
outstanding shares of the Fund, from time to time and to such extent 
as they deem advisable, in the manner and upon the terms and 
conditions provided by statute and the Articles of Incorporation, 
prospectus and statement of additional information ("SAI") of the 
Fund.

The registered holders of shares of the Fund may require the Fund to 
redeem the shares of the Fund by delivering to the Fund a written 
request for redemption as described in the prospectus and SAI of the 
Fund.

The additional shares of the Fund are being authorized for the same 
purpose as the currently authorized shares of the Fund.  The 
additional shares will be issued to investors form time to time in the 
same manner and for the same consideration as the currently authorized 
shares, as described in the prospectus and SAI of the Fund.

If the present trend of sales continues, the Fund soon will issue all 
20,000,000 shares authorized and no shares would be left to sell to 
investors or Shareholders who wish to reinvest their dividends.

The financial statements of the Fund are contained in the Annual 
Report to Shareholders for the fiscal year ended December 31, 1997, 
which accompanies this Proxy Statement.

The Board recommends approval by the Shareholders of the Amendment of 
the Articles to increase the number and authorized shares to 
100,000,000 shares.



5.  PROPOSAL TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION AND 
BYLAWS OF THE FUND


The Fund currently is subject to a fundamental policy and Bylaw 
provision that provides:

"The corporation will not invest in restricted securities 
(securities that must be registered under the Securities Act of 
1933, as amended, before they may be offered and sold to the 
public)."

-10-


The Board has proposed to amend this fundamental policy and bylaw 
provision as follows:

"The corporation will not invest in restricted securities 
(securities that must be registered in the Securities Act of 
1933, as amended, before they may be offered and sold to the 
public, except that the corporation will be permitted to 
purchase restricted securities that are eligible for resale 
pursuant to Rule 144A under the Securities Act of 1933, as 
amended."

The Board believes that it is in the best interest of the Fund and its 
Shareholders to amend its Bylaws to permit the purchase of securities 
eligible for resale under Rule 144A ("Rule 144A") under the Securities 
Act of 1933, as amended ("Securities Act").

Rule 144A provides an exemption from the registration requirements of 
the Securities Act for the purchase and sale of certain restricted 
securities by institutional investors that meet certain 
qualifications.  The rule provides a way for such institutional 
investors to buy and sell restricted securities in private 
transactions.

The Adviser to the Fund has requested that the Board take action to 
change the fundamental policy and Bylaws restriction as proposed 
above. The Adviser believes that the Fund will benefit by being able 
to participate in transactions in restricted securities exempt from 
registration under Rule 144A.

There are issues regarding the  liquidity and fair market value of 
restricted securities sold under the Rule 144A exemption.  The Adviser 
has informed the Board, however, that investment in restricted 
securities should be limited to no more than 10% of the Fund's net 
assets.  That is, the Fund would not purchase a restricted security in 
a transaction under Rule 144A if at the time the combined value of all 
the restricted securities held by the Fund and  such security 
comprised more than 10% of the Fund's net assets.  Also, the Board 
would adopt procedures to value securities purchased pursuant to Rule 
144A if a market price was not available.

Restricted Securities which can be offered and sold to qualified 
institutional buyers under Rule 144A ("144A Securities") may be 
determined to be liquid under guidelines adopted by, and subject to 
the supervision of, the Board of Directors.  Rule 144A Securities may 
become illiquid if qualified institutional buyers are not interested 
in acquiring the securities.  Although 144A Securities may be resold 
in negotiated transactions pursuant to Rule 144A, the prices realized 
form these sales could be less than those originally paid by the Fund 
or less than what may be considered fair value of such securities.  
Furthermore, companies whose securities are not publicly traded may 
not be subject to the disclosure and other investor protection 
requirements which might be applicable if their securities were 
publicly traded.  If such securities are required to be registered 
under the securities laws of one or more jurisdictions before being 
resold, the Fund may be required to bear the expenses of registration.

The Board recommends approval by the Shareholders of the amendment of 
the Fund's Bylaws to permit the Fund to purchase restricted securities 
eligible for resale under Rule 144A.





-11-


Shareholder Proposals

Proposals of Shareholders intended to be presented at the 1999 Annual 
Meeting of Shareholders must be received by the Fund by November 1, 
1998 for inclusion in the Fund's Proxy Statement and Proxy relating to 
that meeting.  Upon receipt of any such proposal, the Fund will 
determine whether or not to include such proposal in the Proxy 
Statement and Proxy, in accordance with regulations governing the 
solicitation of proxies.

The financial statements included in the Annual Report to Shareholders 
for the fiscal year ended December 31, 997 which accompanies this 
Proxy Statement are incorporated by reference in this Proxy Statement.

					By Order 
of the Board of Directors



February 13, 1998				
	                                       
        
					Kevin M. 
Ryan, Secretary




























-12-


APPENDIX A


CONTRACT FOR
INVESTMENT ADVISORY SERVICES



Agreement made May 14, 1993 between The Berwyn Income Fund, Inc., a 
Pennsylvania corporation, having its principal place of business at 
1189 Lancaster Avenue, Berwyn, Pennsylvania, herein referred to as the 
Fund, and The Killen Group, Inc., a Pennsylvania corporation, having 
its principal place of business at 1189 Lancaster Avenue, Berwyn, 
Pennsylvania, herein referred to as the Adviser.

1.	The Fund shall register with the Securities and Exchange 
Commission as a diversified, open-end management investment 
company under the provisions of the Investment Company Act of 
1940 and shall qualify to engage in business under said act and 
other applicable federal and state statutes.

2.	The Adviser is registered under the Investment Advisors Act and 
is engaged in the business of acting as an investment adviser 
and rendering research and advisory services.

3.	The Fund desires to retain the Adviser to render such services 
to the Fund in the manner and on the terms and conditions 
hereinafter set forth.

4.	Nothing contained herein shall be deemed to require the Fund to 
take any action contrary to its certificate of incorporation or 
any applicable statute or regulation, or to relieve or deprive 
the Board of Directors of the Fund of its responsibility for, 
and control of, the conduct of the affairs of the Fund.

For the reasons recited above, and in consideration of the mutual 
promises contained herein, the Fund and Adviser agree as follows:



SECTION ONE
INVESTMENT ADVICE AND OTHER SERVICES


	a.	Adviser shall to the extent reasonably required in the 
conduct of the business of the Fund, place at the disposal of the 
Fund, its judgment and experience and furnish to the Fund advice and 
recommendations with respect to investments, investment policies, the 
purchase and sale of securities, and the management of its resources.  
Adviser shall also, from time to time, furnish to or place at the 
disposal of the Fund such reports and information relating to 
industries, businesses, corporations or securities as may be 
reasonably required by the Fund or as Adviser may deem to be helpful 
to the Fund in the administration of its investments.

	b.	Adviser agrees to use its best efforts in the furnishing of 
such advice and recommendations and in the preparation of such reports 
and information, and for this purpose Adviser shall at all times 
maintain a staff of Officers and other trained personnel for the 
performance of its obligations under this agreement.  Adviser, may at 
its expense, employ other persons to furnish to Adviser statistical 
and other factual information, advice regarding economic factors and 
trends, information with respect to technical and scientific 
developments and such other information, advice and assistance as 
Adviser may desire.

	c.	The Fund will from time to time furnish to Adviser detailed 
statements of the investments and resources of the Fund and 
information as to its investment problems, and will make available to 
Adviser such financial reports, proxy statements, and legal and other 
information relating to its investments as may be in possession of the 
Fund or available to it.


SECTION TWO

COMPENSATION TO INVESTMENT ADVISER


	a.	The Fund agrees to pay to Adviser and Adviser agrees to 
accept, as full compensation for all services rendered and as full 
reimbursement for all expenses assumed by Adviser thereunder, an 
annual fee equal to 1/2 of l.0% of the average daily net assets of the 
Fund.  The fee will be paid monthly.

	b.	Adviser agrees that neither it nor any of its Officers or 
Directors shall take any long or short position in the capital stock 
of the Fund; but this prohibition shall not prevent the purchase by or 
for Adviser or any of its Officers or Directors of shares of the 
capital stock of the Fund at the price at which such shares are 
available to the public at the moment of purchase provided that (1) 
such purchase be made for investment purposes only and (2) if any 
shares of stock so purchased are resold within two months after the 
date of purchase, such fact will be immediately reported to the Fund.


SECTION THREE

PAYMENT OF EXPENSES


The Adviser shall provide and furnish office space for Officers and 
employees of the Fund.  The Adviser shall pay all expenses associated 
with the sales promotion of the Fund.  The Fund will pay all other 
expenses incurred in the operation of the Fund.

The Adviser hereby agrees to reduce its fee in any fiscal year by any 
amount necessary to prevent Fund expenses and liabilities (excluding  
taxes, interest, brokerage commissions and extraordinary expenses, 
determined by the Fund or Adviser, but inclusive of the Adviser's fee) 
from exceeding 2% of the net assets of the Fund.  When the total net 
assets of the Fund exceed $100 million, the Adviser hereby agrees to 
reduce its fee in any fiscal year by any amount necessary to prevent 
Fund expenses and liabilities (excluding taxes, interest, brokerage 
commissions and extraordinary expenses, determined by the Fund or 
Adviser, but inclusive of the Adviser's fee) from exceeding 1 1/2% of 
the net assets of the Fund.


SECTION FOUR

DURATION; TERMINATION


	a.	This agreement shall begin on May 14, l993.  The agreement 
shall continue in effect from year to year thereafter, subject to the 
provisions for termination and all of the other terms and conditions 
hereof, if (1) such continuation shall be specifically approved at 
least annually by vote of a majority of the outstanding voting 
securities of the Fund; and (2) Adviser shall not have notified the 
Fund, in writing, at least sixty days prior to the date of the Annual 
Shareholders Meeting of any year thereafter, that it does not desire 
such continuation.

	b.	This agreement may be terminated by the Fund on 60 days 
notice in writing to Adviser, without the payment of any penalty, 
provided such termination be authorized by resolution of the Board of 
Directors of the Fund or by vote of a majority of its outstanding 
voting securities.


SECTION FIVE

AMENDMENT OF AGREEMENT


This agreement may not be amended, transferred, assigned, sold or in 
any manner hypothecated or pledged without the affirmative vote or 
written consent of the holders of a majority of the outstanding voting 
securities of the Fund; and this agreement shall automatically and 
immediately terminate in the event of its assignment by Adviser.

In witness whereof, the parties hereto have caused this agreement to 
be signed by their respective Officers thereunto duly authorized and 
their respective corporate seals to be hereunto affixed, the day and 
year first above written.

	THE BERWYN INCOME FUND, INC.    	THE KILLEN GROUP, 
INC.



	by:    Kevin M. Ryan           	by: ROBERT E. KILLEN               
        SECRATARY-TREASURER          PRESIDENT