File #33-14604

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

FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	o

	Pre-Effective Amendment No.             			o

	Post-Effective Amendment No.    13   			x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x

	Amendment No.    15   

(Check appropriate box or boxes.)

BERWYN INCOME FUND, INC.
(Exact Name of Registrant as Specified in Charter)

1189 LANCASTER AVENUE, BERWYN, PENNSYLVANIA                   19312
 (Address of  Principal Executive Offices)
                                              
(Zip Code)

Registrant's Telephone Number, including Area Code                     
(610) 408-9850                                            

                     KEVIN M. RYAN, 1199 LANCASTER AVENUE, BERWYN, PA  
19312             
(Name and Address of Agent for Service)

Approximate date of PROPOSED Public Offering         
                                             

It is proposed that this filing will become effective (check 
appropriate box):
	x  immediately upon filing pursuant to paragraph (b)
	o  on (date) pursuant to paragraph (b)
	o  60 days after filing pursuant to paragraph (a)(1)
	o  on (date) pursuant to paragraph (a)(1)
	o  75 days after filing pursuant to paragraph (a)(2)
	o  on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
	o  this post effective amendment designates a new effective date 
for a previously filed post-effective 
	      amendment.

Declaration Pursuant to Rule 24f-2.  The Registrant has 
registered an indefinite number
or amount of securities under the Securities Act of 1933 
pursuant to Rule 24f-2 under
the Investment Company Act of 1940.  The Rule 24f-2 Notice 
for the Registrant's most
recent fiscal year was filed April 8, 1998.


CROSS REFERENCE SHEET

                                                                      
                                                                      
 
			Statement of
	           Prospectus	Additional	Registration
Section	Page #	Information Page#	Statement Page #
PART A
Item 1.
Item 2.	2		5
Item 3.	3a & 3b		6 & 6b
Item 4.	4 - 10 & 18		7 - 13 & 21
Item 5.	10 - 11 & 18		13 - 14 & 21
Item 5A	*		*
Item 6.	15 -16 & 18		18 - 19 & 21
Item 7.	12 & 14		15 - 17
Item 8.	16 - 17		19 - 20
Item 9.	N/A		N/A

PART B     
Item 10.		Cover Page	23
Item 11.		1	24
Item 12.		12 - 13	35 - 36
Item 13.		2 - 5	25 - 28
Item 14.		6 - 8	29 - 31
Item 15.		8	31
Item 16.		5 - 6	28 - 29
Item 17.		8 - 10	31 - 33
Item 18.		12	35
Item 19.		10 & 11	33 - 34
Item 20.		13	36
Item 21.		10 & 11	33 - 34
Item 22.		11 & 12	34 - 35
Item 23.		13	36

PART C     
Item 24.			40
Item 25.			41
Item 26.			41
Item 27.			41
Item 28.			41
Item 29.			42
Item 30.			42
Item 31.			43
Item 32.			43
_______________________________
*Information is provided in the Registrant's 1997 Annual Report to 
Shareholders filed with the Securities and Exchange Commission on 
February 27, 1998.
BERWYN INCOME FUND, INC.
Shareholder Services
c/o PFPC Inc.
P.O. Box 8987
Wilmington, DE  19899

PROSPECTUS
April 30, 1998
Investment Objective

	Berwyn Income Fund, Inc. (the "Fund") is a no-load, diversified, 
open-end management investment company.  The Fund's investment 
objective is to provide investors with current income while seeking to 
preserve capital by taking what the Fund considers to be reasonable 
risks.  In pursuing its investment objective, the Fund may also offer 
the potential for capital appreciation.

	The Fund intends to achieve its objective through investment in 
fixed income corporate debt securities, preferred stocks, securities 
issued or guaranteed by the U.S. Government, its agencies or 
instrumentalities, and common stocks paying cash dividends.  The 
Fund's investment adviser determines the percentage of each category 
of securities to hold based upon the prevailing economic and market 
conditions.  All or a majority of the assets of the Fund may be 
invested in high yield, high risk corporate debt securities, commonly 
referred to as "junk bonds".  Investments of this type are subject to 
a greater risk of loss of principal and interest.  Purchasers should 
carefully assess the risks associated with an investment in this Fund.

	There can be no assurance that the investment strategy of the 
Fund will be successful and its objective may not be realized.

Investment Adviser

	The Killen Group, Inc. (the "Adviser") is the investment adviser 
to the Fund.  Robert E. Killen is Chief Executive Officer and sole 
shareholder of The Killen Group, Inc.

	This Prospectus sets forth concisely the information that an 
investor should know before investing in the Fund.  Investors are 
advised to retain this Prospectus for future reference.  The Fund has 
filed a Statement of Additional Information ("SAI") containing 
additional information about the Fund with the Securities and Exchange 
Commission.  The SAI is dated April 30,1998 and is incorporated by 
reference into this Prospectus.  The SAI may be obtained, without 
charge, by writing to the Fund.

	THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY 
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR 
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS



Fee and Expense 
Table.................................................................
 ...........................................	2

Financial 
Highlights............................................................
 ....................................................	3

Calculation of Performance 
Data..................................................................
 ..........................	4

Investment Objective, Policies and Risk 
Factors...............................................................
 .....	4

Management of the 
Fund..................................................................
 ......................................	10

Computation of Net Asset 
Value.................................................................
 ...........................	12

Share 
Purchases.............................................................
 .........................................................	12

Distributor...........................................................
 ....................................................................	14

Exchange of 
Shares................................................................
 .................................................	14

Dividends, Capital Gains Distributions and 
Taxes.................................................................	15

Retirement 
Plans.................................................................
 ....................................................	16

Redemption of 
Shares................................................................
 .............................................	16

General 
Information...........................................................
 .....................................................	18

Additional 
Information...........................................................
 .................................................	18















-1


FEE and EXPENSE TABLE



Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fees	  0.50 % 

Other Expenses	  0.15 %

Total Fund Operating Expenses	  0.65 %

______________________________________________________________________
________

	The purpose of this Fee Table is to assist the investor in 
understanding the various costs and expenses that an investor in the 
Fund will bear directly or indirectly.  For more complete descriptions 
of the various costs and expenses, see "Management of the Fund" in the 
Prospectus and "Investment Advisory Arrangements" in the Statement of 
Additional Information.

Example 

		1 Year     3 Years     
5 Years     10 Years

You would pay the following		$7	$21	$36	$80
expenses on a $1,000 invest-
ment, assuming (1) 5% annual
return and (2) redemption at
the end of each time period:	

THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRE-SENTATION OF  
PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER 
THAN THOSE SHOWN.












-2-


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

The following financial highlights information for a share outstanding 
throughout each period, insofar as it relates to each of the five 
years in the period ended December 31, 1997, have been audited by 
Price Waterhouse LLP, independent accountants, whose report on the 
financial statements containing this information was unqualified.  
This information should be read in conjunction with the Fund's 
financial statements and notes thereto, which are incorporated by 
reference in the Fund's Statement of Additional Information and this 
Prospectus, and which appear, along with the report of Price 
Waterhouse LLP, in the Fund's 1997 Annual Report to Shareholders (the 
"Annual Report").  Additional Information about the Fund's investment 
performance is contained in the Annual Report which can be obtained 
from the Fund upon request without charge.

	Year Ended	 Year Ended	Year Ended	 Year Ended	   Year Ended
	12/31/97 	12/31/96	12/31/95	12/31/94	12/31/93

Net Asset Value, Beginning of Period	$12.31	$11.95	$10.75	$11.63	$11.12
	--------	--------	--------	--------	--------
Income From Investment Operations
	Net Investment Income	0.77	0.76	0.73	0.73	0.69
	Net Realized and Unrealized Gains 
		(Losses) on Securities	0.84	0.87	1.48	(0.85)	1.15
			--------	--------	--------	--------	--------
	Total from Investment Operations	1.61	1.63	2.21	(0.12)	1.84
			--------	--------	--------	--------	--------

Less Distributions
	Dividends from Net Investment Income	(0.77)	(0.80)	(0.70)	(0.73)	(0.65)
	Distributions from Net Realized Gains	(0.64)	(0.47)	(0.31)	(0.03)	(0.68)
	Return of Capital Distributions	---	---	---	---	---
			--------	--------	--------	--------	--------
	Total Distributions	(1.41)	(1.27)	(1.01)	(0.76)	(1.33)
			--------	--------	--------	--------	--------

Net Asset Value, End of Period	$12.51	$12.31	$11.95	$10.75	$11.63
			           	           	           	           	           
          
Total Return	13.36%	13.99%	21.00%	(1.10%)	16.90%

Ratios/Supplemental Data
Net Assets, End of Period (000)	$180,823	$137,166	$119,552	$55,825	$30,359

Ratio of Expenses to Average Net Assets	0.65%	0.68%	0.73%	0.93%	1.07%

Ratio of Net Investment Income to Average	6.15%	6.35%	6.78%	7.20%	6.15%
Net Assets

Portfolio Turnover Rate	53%	38%	39%	30%	83%

Average Commissions Rate Paid	$0.0687*	$0.0860*	---	---	---

-3a-


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
(Continued)


	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended
	12/31/92	12/31/91	12/31/90	12/31/89	12/31/88

Net Asset Value, Beginning of Period	$10.20	$9.14	$10.03	$9.75	$9.50
	--------	--------	--------	--------	-------
Income From Investment Operations
	Net Investment Income	0.70	0.85	0.83	0.79	1.365(1)
	Net Realized and Unrealized Gains 
		(Losses) on Securities	1.47	1.19	(0.85)	0.34	(0.300)
			--------	--------	--------	--------	--------
	Total from Investment Operations	2.17	2.04	(0.02)	1.13	1.065
			--------	--------	--------	--------	--------
Less Distributions
	Dividends from Net Investment Income	(0.70)	(0.85)	(0.83)	(0.79)	(0.765)
	Distributions from Net Realized Gains	(0.55)	(0.05)	(0.04)	(0.06)	(0.050)
	Return of Capital Distributions	---	(0.08)	---	---	---
			--------	--------	--------	--------	--------
	Total Distributions	(1.25)	(0.98)	(0.87)	(0.85)	(0.815)
			--------	--------	--------	--------	--------

Net Asset Value, End of Period	$11.12	$10.20	$9.14	$10.03	$9.75
			           	           	      
     	           	           
     
Total Return	21.70%	23.00%	(0.13%)	11.90%	11.30%(1)

Ratios/Supplemental Data
Net Assets, End of Period (000)	$12,486	$5,359	$3,955	$3,870	$2,644

Ratio of Expenses to Average Net Assets	1.34%	1.34%	1.46%	1.50%	    1.75%(1)

Ratio of Net Investment Income to	6.14%	8.40%	8.59%	8.00%	8.29%
Average Net Assets

Portfolio Turnover Rate	46%	14%	14%	3%	17%

Average Commissions Rate Paid	---	---	---	---	---





(1)	Investment Advisory fees of $.06 per share were waived by The 
Killen Group, Inc. for the 	year ended 12/31/88.
	If the waived fees had been included 	in expenses, the total return 
of the Fund would have been lower and the 
Ratio of Expenses to Average Net Assets would have been 2.08%
fortheyear
ended 12/31/88.
*	Computed by dividing the total amount of commission paid by the 
total number of shares purchased and sold 
	during the year.


-3b


CALCULATION OF PERFORMANCE DATA

	From time to time the Fund may advertise its annual total return 
and its yield for a particular month.  The total return of the Fund 
reflects the change in share price and reinvestment of dividends and 
capital gains.  The yield of the Fund for a particular month is the 
net investment income per share for the month stated as a percentage 
of the maximum share price on the last day of the month.  The Fund's 
total return, and its yield are based on historical performance and 
are not intended to indicate future performance.  The Fund calculates 
total return for a period by determining the redeemable value of a 
$1,000 investment made at the beginning of the period, with dividends 
and capital gains reinvested on the reinvestment date, on the last day 
of the period and dividing that value by $1,000.  The yield for a 
month is determined by dividing the net investment income per share 
for the month by the share price on the last day of the month.

	There is further information regarding the Fund's performance in 
its Annual Report.  An investor may obtain a copy of the Annual Report 
without charge by writing to the shareholder services agent of the 
Fund or by calling (800) 992-6757.

INVESTMENT OBJECTIVE, POLICIES, AND RISK FACTORS

	The Fund is a no-load, diversified, open-end management 
investment company.  The Fund's investment objective is to provide 
investors with current income while seeking to preserve capital by 
taking what the Fund considers to be reasonable risks.  In pursuing 
its investment objective, the Fund may also offer the potential for 
capital appreciation.  To achieve its objective, the Fund will invest 
in fixed income corporate debt securities, preferred stocks, 
securities issued or guaranteed by the U. S. Government, its agencies 
or instrumentalities, and common stocks paying cash dividends.  The 
fixed income corporate debt securities in which the Fund will invest 
will be bonds, debentures and corporate notes.  Since there are risks 
in all investments, there can be no assurance that the Fund will be 
successful or achieve its objective. 

	Under normal market conditions, the Fund will invest at least 
80% of the value of its net assets in income producing securities.  
The Fund may invest any percentage of its net assets that the Adviser 
deems appropriate in investment grade corporate debt securities, 
securities issued or guaranteed by the U.S. Government, its agencies 
or instrumentalities, high yield, high risk corporate debt securities 
and preferred stocks.  The Adviser will determine the percentage of 
net assets to invest in each category of securities and the percentage 
of each category to hold based upon the prevailing economic and market 
conditions.  This means that the Fund has the option to invest up to 
100% of its net assets in high yield, high risk corporate debt 
securities, commonly known as "junk bonds".  Investments in these 
securities may make an investment in the Fund riskier than an 
investment in a fund that invests all or a larger percentage of its 
net assets in securities of higher quality.  Investment in common 
stocks will be limited to a maximum of 30% of the value of the Fund's 
net assets.  This means that the Fund will not invest in additional 
common stocks anytime common stocks comprise 30% or more (through 
appreciation in value of the common stocks or depreciation in value of 
other securities) of the value of its net assets.  At such time, 
however, the Fund may continue to invest in fixed income securities 
and preferred stocks that have common stock conversion privileges.  

-4-
	The Adviser will select fixed income corporate debt securities 
primarily on the basis of current yield and secondarily on the basis 
of anticipated long term return.  When selecting fixed income 
corporate debt securities, the Adviser will be aware of the rating the 
security has received from a nationally recognized statistical rating 
organization such as Standard & Poor's Ratings Group ("S & P") and 
Moody's Investors Service, Inc. ("Moody's").  These organizations rate 
the creditworthiness of the issuers of debt securities and assign a 
rating to the debt securities that are issued.  S & P has a system 
that rates securities from AAA, highest, to D, lowest.  Moody's 
ratings go from Aaa, highest, to C, lowest.  (See Appendices A and B 
in the Statement of Additional Information for definitions of S & P 
and Moody's Bond Ratings.)  The Adviser has the discretion to invest 
in fixed income corporate debt securities with any rating as long as 
the issuer is not in default in the payment of interest or principal.  
The Adviser also may invest in unrated fixed income securities in 
private transactions.

	At December 31, 1997, the Fund's portfolio was invested in 
investment grade and high yield, high risk corporate debt securities, 
preferred and common stocks and repurchase agreements.  

	Listed below are the percentages of the portfolio invested at 
December 31, 1997, in various bond ratings published by Moody's and S 
& P, as well as the percentages invested in unrated debt securities, 
preferred and common stocks and repurchase agreements:

Moody's Ratings
	Aa:  0.3%; A:  7.2%; Baa:  8.6%; Ba: 3.9%; B:  21.8%; Caa:  
1.9%; Unrated:  4.3%.

S & P Ratings
	AA:  0.3%; A:  8.1%; BBB:  5.2%; BB:  4.9%; B:  15.6%; CCC:  
1.4%; Unrated:  13.5%.
U.S. Treasury Bonds:  1.5%

Preferred and Common Stocks, Close-End Investment Companies and 
Repurchase Agreements
	Preferred stocks: 20.5%; Common Stocks:  26.9%;  Close-End 
Investment Companies:  
	2.7%; 

Repurchase Agreements:  0.4%.

Risk Considerations for High Yield, High Risk Securities

	Debt securities rated A or higher by S & P and Moody's are 
considered high grade securities and have the three highest ratings 
for creditworthiness.  Debt Securities rated BBB by S & P or Baa by 
Moody's are defined as medium grade securities.  These securities are 
considered creditworthy and of investment quality but there is a 
possibility that the ability of the issuer of the securities to pay 
interest or repay the principal in the future may be impaired by 
adverse economic conditions or changing circumstances.  Debt 
securities rated lower than BBB or Baa are less creditworthy than 
investment grade securities with the same maturity and, as a 
consequence, may pay higher income. 


-5-
	Debt securities rated BB, B, CCC or CC by S & P or Ba, B or Caa 
by Moody's are regarded on balance as predominantly speculative with 
respect to capacity to pay interest and repay principal in accordance 
with the terms of the debt securities.

	Issuers of high yield, high risk debt securities are generally 
smaller, less creditworthy companies or highly leveraged companies 
which are generally less able than more financially stable companies 
to make scheduled payments of interest and principal.  The risks posed 
by debt securities issued under such circumstances are substantial.  
For example, during an economic downturn or a sustained period of 
rising interest rates, highly leveraged companies or smaller, less 
creditworthy companies may experience financial stress.  During these 
periods, such companies may not have sufficient cash flow to meet 
their interest payment obligations.  A company's ability to service 
its debt obligations may also be adversely affected by specific 
corporate developments, the company's inability to meet specific 
projected business forecasts, or the unavailability of additional 
financing.  The risk of loss due to default by the issuer may be 
significantly greater for the holders of high yield, high risk debt 
securities because such securities are unsecured and are often 
subordinated to other creditors of the issuer.  The default by an 
issuer of securities held by the Fund will adversely affect the Fund 
by lowering its net asset value and by decreasing the amount of income 
available to the Fund from which dividends may be paid.  In addition 
to the risk of default, holders of high yield, high risk debt 
securities also face the risk of greater market volatility than the 
holders of investment grade debt securities.  Changes in the general 
level of interest rates normally affect the market value and yield of 
corporate debt securities.  As a general rule if the level of interest 
rates were to decline, these securities would increase in value and 
the yield would decline.  Conversely, if the level rose, debt 
securities would decline in value and the yield would increase.  
Fluctuations in the general level of interest rates would therefore 
affect the value of the Fund's investments and the value of an 
investment in the Fund.  However, the market value of high yield, high 
risk debt securities may also be affected not only by changing 
interest rates, but also by investors' perception of credit quality 
and the outlook for economic growth.  When economic conditions appear 
to be deteriorating, lower rated debt securities may decline due to 
investors' heightened concern over credit quality, regardless of 
prevailing interest rates.  Especially at such times, trading for high 
yield, high risk securities may become thin and market liquidity may 
be significantly reduced.  Even under normal conditions, the market 
for high yield, high risk debt securities may be less liquid than the 
market for investment grade debt securities.  In periods of reduced 
market liquidity, the prices of high yield, high risk debt securities 
may become more volatile and these securities may experience sudden 
and substantial price declines.  A decline in value of the securities 
held by the Fund would adversely affect its net asset value and the 
value of a shareholder's investment in the Fund.

	The Adviser will attempt to minimize the risks of investing in 
medium grade and high yield, high risk debt securities by doing a 
credit analysis of the issuer, diversifying the Fund's portfolio and 
monitoring the Fund's investments and the investment environment.

	As previously stated, in selecting debt securities, the Adviser 
is aware of the issuer's credit rating in S & P and Moody's.  But this 
credit rating is not the only criterion for selection.  The 



-6-
Adviser examines the financial structure of each issuer and with 
regard to high yield, high risk debt securities makes a determination 
as to the issuer's ability to meet its debt obligations. Achievement 
of the Fund's investment objective is more dependent on the Adviser's 
credit analysis in selecting high yield, high risk debt securities 
than is the case in selecting higher quality securities.

	There can be no guarantee that the issuer of debt securities in 
which the Fund has invested will not default or that the securities 
will not decline in value.

	In addition to debt securities that are rated, the Fund also 
invests in unrated debt securities.  These securities may or may not 
be more speculative than investment grade securities.  It is the 
issuer's decision to seek to have a security rated.  The risks of 
investing in unrated debt securities depend upon the creditworthiness 
of the issuer, changes in interest rates and economic and market 
factors.  Investors in unrated debt securities face the same risks 
that investors in investment grade and high yield, high risk debt 
securities face.  There is the possibility of default by the issuer or 
a change in interest rates that could adversely affect the value of 
the security.  The Adviser will determine the creditworthiness of an 
unrated debt security and the issuer's ability to meet the debt 
obligation.  To be purchased by the Fund an unrated debt security must 
have a creditworthiness, in the Adviser's opinion, equal to or better 
than a CC rating by S & P or a Caa rating by Moody's.

	The Fund may also purchase certain debt securities that have 
restrictions regarding their resale.  These restricted securities are 
securities that have not been registered with the Securities and 
Exchange Commission under the Securities Act of 1933, as amended 
("1933 Act").  As a result, these securities may not be offered for 
sale to the general public.  The Fund may purchase these restricted 
securities under the provisions of Rule 144A under the 1933 Act.  This 
rule provides an exemption from the 1933 Act that allows qualified 
institutional buyers to buy and sell restricted securities in private 
transactions.  The Fund may purchase Rule 144A Securities from other 
institutional investors or from the issuing company.  If the Fund 
wishes to sell a Rule 144A Security the Fund will have to sell it to a 
qualified institutional buyer in a private transaction.

	There are risks associated with investing in Rule 144A 
Securities.  The securities may become illiquid if qualified 
institutional buyers are not interested in acquiring the securities.  
Although the Rule 144A Securities may be resold in negotiated 
transactions, the price realized from these sales could be less than 
the price originally paid by the Fund or less than what may be 
considered the fair value of such securities.  Furthermore, 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 expense of registration.

	The Fund will seek to minimize these risks by limiting 
investment in Rule 144A Securities to 10% of the value of the Fund's 
net assets.  This means that whenever the value of the Rule 144A 
Securities of the Fund is 10% or more of the value of the Fund's net 
assets, the Fund will not purchase any more Rule 144A Securities.  In 
addition, the Fund will only purchase Rule


-7-
144A Securities of companies that have publicly traded securities 
outstanding , have been in business a minimum of 5 years, and have a 
market capitalization of at least $100 million.

	Finally, the Fund will purchase Rule 144A Securities only in 
situations where the Adviser has a reasonable expectation that the 
securities will be registered with the Securities and Exchange 
Commission within six months.

	The investment objective of the Fund is to provide investors 
with current income while seeking to preserve capital.  The Fund seeks 
to achieve this objective by investing in the corporate debt 
securities of only those issuers that, in the opinion of the Adviser, 
have sufficient net worth and operating cash flow to repay principal 
and make timely interest payments.  The Fund will not invest in 
corporate debt securities issued to finance a leveraged buyout.  The 
Fund will also diversify its portfolio and do a credit analysis of the 
issuers in which it invests.

U.S. Government Securities

	The securities of the U. S. Government in which the Fund invests 
are U.S. Treasury bonds and notes and securities issued or guaranteed 
by Federal agencies or U. S. Government sponsored instrumentalities.

	U. S. Treasury bonds and notes are backed by the "full faith and 
credit" of the United States.  Securities issued or guaranteed by 
Federal agencies or U. S. Government sponsored instrumentalities may 
or may not be backed by the full faith and credit of the United 
States.  In the case of securities not backed by the full faith and 
credit of the United States, the Fund must look principally to the 
agency or instrumentality issuing or guaranteeing the security for 
ultimate repayment, and may not be able to assert a claim against the 
United States itself in the event the agency or instrumentality does 
not meet its commitment.

	Some of the Federal agencies that issue or guarantee securities 
include, among others, the Export-Import Bank of the United States, 
Farmers Home Administration, Federal Housing Administration, Maritime 
Administration, Small Business Administration and the Tennessee Valley 
Authority.

	An instrumentality of the U. S. Government is a government 
agency organized under Federal charter with government supervision.  
Instrumentalities issuing or guaranteeing securities include, among 
others, the Federal Home Loan Banks, the Federal Land Banks, Central 
Bank for Cooperatives, Federal Intermediate Credit Banks and the 
Federal National Mortgage Association.  

Preferred and Common Stocks  

	The Fund also invests in preferred stocks and may invest in 
common stocks, subject to the 30% limit described above, when the 
Adviser deems it appropriate.  Preferred stocks are selected from two 
categories: (1) stocks offering an above average yield, in the opinion 
of the Adviser, in comparison to preferred stocks of the same quality; 
and (2) stocks offering a potential for capital


-8-
appreciation due to the business prospects of the issuer.  The Fund 
may also purchase preferred stocks in transactions that qualify under 
Rule 144A.

	Common stocks are selected from three categories: (1) stocks 
selling substantially below their book value; (2) stocks selling at 
low valuations to their present earnings level; and (3) stocks judged 
by the Adviser to have above average growth prospects and to be 
selling at small premiums to their book value or at modest valuations 
to their present earnings level.

	The Fund purchases only common stocks that have been paying cash 
dividends.  Preferred stocks that have a cumulative feature do not 
have to be paying current dividends in order to be purchased.  If a 
dividend on a stock is canceled, the Fund would not be required to 
sell the stock.

	The method of stock selection used by the Fund may result in the 
Fund selecting stocks that are not being recommended by other 
investment advisers or brokerage firms and the Fund may invest in the 
securities of lesser known companies.  The Adviser believes, however, 
that any risks involved in the stocks selected for the Fund will be 
minimized by diversification of the Fund's portfolio and daily 
monitoring of the stock selection.  In addition, the Fund only invests 
in stocks listed on national exchanges and on the over-the-counter 
market and the Fund only purchases stocks in companies that have been 
in business at least five years and have at least $10,000,000 in 
assets.

Real Estate Investment Trusts

	The Fund may invest in Real Estate Investment Trusts ("REITs").  
REITs are companies that invest in real estate.  REITs normally do not 
pay federal income tax but distribute their income to their 
shareholders who become liable for the tax.  Some REITs own properties 
and earn income from leases and rents.  These types of REITs are 
termed "Equity" REITs.  Other REITs hold mortgages and earn income 
from interest payments.  These REITs are termed "Mortgage" REITs.  
Finally, there are "Hybrid" REITs that own properties and hold 
mortgages.

	The Fund may invest in any of the three types of REITs and may 
purchase the common stocks, preferred stocks or debt securities issued 
by REITs.  The Fund invests in REITs that generate income and have a 
potential for capital appreciation.

	There are risks in investing in REITs that are in addition to 
risks of investing in securities in general.

	The Properties owned by a REIT could decrease in value, a REIT 
could have trouble finding tenants for a property, the mortgages and 
loans held by a REIT could become worthless.  The Adviser, however, 
monitors the investment environment and the Fund's investments as a 
means of lessening risks.  In addition, the Fund will not purchase 
additional securities issued by REITs whenever securities of REITs 
comprise 10% or more of the value of the Fund's net assets.  
Investment in common stocks issued by a REIT is subject to both the 
10% limitation on investment in REITs and the 30% limitation on 
investment in common stock.  Investment in.


-9-
other securities issued by REITs such as preferred stocks and debt 
securities is subject to the 10% limitation.

	The investment objective of the Fund is a fundamental policy 
that cannot be changed without the approval of a majority of the 
outstanding voting securities of the Fund.  Investment policies other 
than the fundamental policy stated above may be changed with the 
approval of a majority of the Fund's Board of Directors.

	Although the Fund will normally invest as outlined above, the 
Fund may at times, for temporary defensive purposes, invest all or a 
portion of its assets in no load money market funds, savings accounts 
and certificates of deposit of domestic banks with assets in excess of 
$1,000,000, commercial paper rated A-1 by S & P, repurchase 
agreements, treasury bills or the Fund may hold cash.  

	Investment by the Fund in a no-load money market fund will 
result in the Fund paying a management fee on the money invested in 
such fund in addition to the operating expenses of the Fund..

	The Fund will not invest more than 5% of its net assets in 
repurchase agreements.  Also, the Fund will not investment more than 
10% of its net assets in illiquid securities, whether fixed income or 
equity securities.

	The Fund does not intend to engage in short-term trading.  In 
1997, the Fund had a portfolio turnover rate of 53% and anticipates it 
will have a portfolio turnover rate of less than 100% in 1997.

MANAGEMENT OF THE FUND

	The Fund is a corporation formed under the laws of the 
Commonwealth of Pennsylvania on December 26, 1986.  The business of 
the Fund is managed under the direction of the Board of Directors.  
The Board is elected annually by the shareholders and sets broad 
policies for the Fund.  The daily operation of the Fund is 
administered by employees of the Adviser under the supervision of the 
Board.

	The Killen Group, Inc. (the "Adviser") is the investment adviser 
to the Fund.  The Adviser is a Pennsylvania corporation that was 
formed in September 1982.  Its address is 1189 Lancaster Avenue, 
Berwyn, Pennsylvania 19312.  Robert E. Killen is Chairman, CEO and 
sole shareholder of the Adviser.  Mr. Killen is also President and 
Chairman of the Board of the Fund.  Edward A. Killen is Vice-President 
and Secretary of the Adviser.  He is also a Director of the Fund and 
its portfolio manager, responsible for the day-to-day management of 
the Fund's portfolio.  He has been managing the Fund's portfolio since 
July 1, 1994.

	Edward A. Killen II has over twenty years' experience in the 
investment advisory field.  In 1978, he started to work for Compu Val 
Management Associates, an investment advisory firm,


-10-
as a portfolio manager.  In February, 1983, the Adviser became a 
partner in Compu Val Management Associates and Edward A. Killen II 
assumed his current position as Vice President and Secretary of the 
Adviser.  The partnership of CompuVal Management Associates was 
dissolved on December 31, 1983 and the Adviser continued its advisory 
business as a separate entity.  As of December 31, 1997, the Adviser 
was managing 380 individual investment portfolios worth approximately 
$555 million.

	The Adviser also manages The Berwyn Fund, Inc. ("The Berwyn 
Fund").  The Berwyn Fund is an open-end management investment company 
that seeks long-term capital appreciation by investing in common stock 
and fixed income securities.  The Adviser has been the investment 
adviser to The Berwyn Fund, since it became public in May 1984.  On 
December 31, 1997, The Berwyn Fund had net assets of over $100 
million.

	Under the contract between the Fund and the Adviser, the Adviser 
provides the Fund with investment management services.  These services 
include advice and recommendations with respect to investments, 
investment policies, the purchase and sale of securities and the 
management of the Fund's resources.  In addition, employees of the 
Adviser manage the daily operations of the Fund under the supervision 
of the Board.

	As compensation for its services, the Adviser receives monthly 
compensation at the annual rate of 0.50% of the average daily net 
assets of the Fund.  During 1997, the Fund paid the Adviser $806,436 
in advisory fees.  Total expenses for the Fund in 1997 were 0.65% of 
average daily net assets.  Payments to the Adviser were 0.50% of 
average daily net assets.

	Subject to the policies established by the Fund's Board of 
Directors, the Adviser is responsible for the Fund's portfolio 
decisions.  When buying and selling securities, the Adviser gives 
consideration to brokers who have assisted in the distribution of the 
Fund's shares.  The Fund may also pay brokerage commissions to brokers 
who are affiliated with the Adviser or the Fund.

Year 2000

	Many computer software systems in use today cannot properly 
process date-related information from and after January 1, 2000.  
Should any of the computer systems employed by the Fund's major 
service providers fail to process this type of information properly, 
that could have a negative impact on the Fund's operations and the 
services that are provided to the Fund's shareholders.  The Adviser, 
the Fund's distributor, Berwyn Financial Services Corp., and PFPC, 
Inc., the Fund's registrar, transfer agent and dividend disbursing 
agent, have advised the Fund that they are reviewing all of their 
computer systems with the goal of modifying or replacing such systems 
prior to January 1, 2000 to the extent necessary to foreclose any such 
negative impact.  In addition, the Adviser has been advised by the 
Fund's custodian that it is also in the process of reviewing its 
systems with the same goal.  As of the date of this Prospectus, the 
Fund and the Adviser have no reason to believe that these goals will 
not be achieved.



-11-
COMPUTATION OF NET ASSET VALUE

	The net asset value per share of the Fund is determined by 
dividing the total value of the Fund's investments and other assets, 
less any liabilities, by the total number of outstanding shares of the 
Fund.  Net asset value per share is determined daily, Monday through 
Friday, as of the close of regular trading on the New York Stock 
Exchange (the "Exchange") (4 p.m., Eastern Time) and is effective as 
of the time of computation.  (The Exchange is closed on, and therefore 
net asset value is not calculated on, New Year's Day, President's Day, 
Martin Luther King, Jr. Day, Good Friday, Memorial Day, Independence 
Day, Labor Day, Thanksgiving Day and Christmas Day, and on the 
preceding Friday or subsequent Monday when any of these holidays falls 
on a Saturday or Sunday, respectively.)  For the purpose of making 
this determination, securities listed on national securities exchanges 
are valued at their last sales price on the exchange where primarily 
traded.  In the event there are no sales, the security is valued at 
the last current bid price.  An unlisted security, for which over-the-
counter market quotations are readily available, is valued on the 
basis of the last current bid price.  When over-the-counter market 
quotations are not readily available, an unlisted security is valued 
at its fair value as determined in good faith by, or under the 
supervision of, the Board of Directors.  All other assets are valued 
at fair value as determined in good faith by the Board of Directors.


SHARE PURCHASES

	The Fund's shares are offered for sale on a continuous basis.  
There is no sales charge.  The offering price of shares of the Fund is 
the net asset value per share next determined after receipt by the 
Transfer Agent of the order for the purchase of shares.  The Fund has 
authorized certain brokers and intermediaries designated by such 
brokers to accept purchase and redemption orders.  The receipt of an 
order by such broker or its intermediary will be considered the same 
as receipt of an order by the Fund's Transfer Agent and the order 
received by the broker or its intermediary will receive the net asset 
value per share next determined after receipt by the broker or its 
intermediary.

	The value of the shares in the Fund can be expected to fluctuate 
daily.

	Orders for shares of the Fund received prior to the close of the 
Exchange (normal closing time is 4:00 p.m., Eastern Time) on any day 
the Exchange is open will be the net asset value effective at the 
close of the Exchange on such a day.  Orders received after the close 
of the Exchange will be valued at the net asset value computed on the 
next business day (i.e., the next day the Exchange is open).

	The minimum initial investment is $10,000 per investor.  This 
investment may be divided by a single investor among different 
investment accounts in the Fund that total $10,000 in the aggregate or 
between accounts in the Fund and The Berwyn Fund. Subsequent 
investments must be least $250 per account.  For Individual Retirement 
Accounts (each, an "IRA"), the minimum initial investment is $1,000.  
The minimum initial investment for a spousal IRA is $250.  


-12-
Subsequent investments in IRA accounts must be at least $250.  There 
are no minimum investment requirements for an investment in any 
retirement plan (other than an IRA) or custodial account for the 
benefit of a minor.  Initial investments must consist of a New Account 
Application and payment of the initial investment.  Investments are 
deemed effective when they are received at the office of the Fund's 
Transfer Agent, PFPC Inc., P. O. Box 8987, Wilmington DE 19899.

	The Fund has an Automatic Investment Plan under which an 
investor may have money transferred from the investor's checking 
account to the investor's account in the Fund.  If you wish to use 
this plan, please contact the Fund for further information and an 
application.

	An investor may also exchange securities for shares of the Fund.  
The securities offered by the investor, however, have to be acceptable 
to the Fund and the Fund reserves the right to reject any security 
that does not meet its criteria.

	To be acceptable to the Fund, the securities offered by the 
investor for both initial and subsequent investments must have a fair 
market value, determined as set forth below, of at least $20,000.  (An 
investor would be permitted to invest a combination of cash and 
securities totaling $20,000.)  The securities must meet the investment 
standards and criteria listed in the Fund's Prospectus and Statement 
of Additional Information ("SAI") and, the securities will not be 
accepted if the Fund would violate any of its investment restrictions 
by having the securities in its portfolio.  (See "Investment Objective 
Policies and Risk Factors" in the Prospectus and "Invesetment Policies 
and Risk Factors" and "Investment Restrictions" in the SAI.)

	The Adviser will determine the acceptability and the fair market 
value of the securities.  An investor wishing to exchange securities 
for Fund shares should write to the Adviser stating his intention to 
make an exchange and giving the names and amounts of securities being 
offered.  Within three business days of receipt of the letter, the 
Adviser will mail a notice to the investor accepting or rejecting the 
securities being offered.

	If the securities are acceptable to the Fund, the Adviser will 
also inform the investor in the notification of the preliminary value 
the Adviser has determined for each security being offered and the 
date upon which the valuation was made.  This amount may be different 
from the value obtained on the valuation date described below.

	The investor will have fourteen calendar days from receipt of 
the Adviser's notification to deliver to the Fund certificates for 
securities offered endorsed to The Berwyn Income Fund, Inc. (In the 
case of an initial investment, a New Account Application completed by 
the investor must accompany the certificates.)
 
	Upon receipt of the securities, the Fund will determine the 
value of the securities on the valuation date which will be the date 
on which the net asset value of shares of the Fund are next determined 
after receipt of such securities.  The amount of the investment in the 
Fund will be the offered value of the securities as determined by the 
Fund.  The value of each security offered by 


-13-
the investor will be determined on the valuation date as of the close 
of trading of the Exchange and the method of valuation will be the 
same as the one used to value the Fund's portfolio securities.  If a 
security being exchanged pays interest, the amount of interest due 
will be determined on the valuation date and the Fund will issue 
shares equal to the amount of accrued interest.  (See "Computation of 
Net Asset Value".)  Dividends due on any security will be paid to the 
person who is listed as owner on the record date.  For such an 
exchange, the net asset value of the shares of the Fund and the date 
upon which the investment is effective are determined in the same 
manner as for cash transactions.

	There may be Federal income tax consequences for an investor 
exchanging securities for Fund shares, and an investor should consult 
a qualified tax expert before entering into any exchange.

	In addition, to purchasing and redeeming shares through the 
Fund, investors may make telephone purchases and redemptions through 
broker-dealers who may charge a fee.  

DISTRIBUTOR

	Berwyn Financial Services Corp. ("Berwyn Financial"), located at 
1199 Lancaster Avenue, Berwyn, Pennsylvania 19312, serves as the non-
exclusive distributor of the Fund's shares pursuant to a selling 
agreement between Berwyn Financial and the Fund.  Under the terms of 
the agreement, Berwyn Financial is a selling agent for the Fund in 
certain jurisdictions in order to facilitate the registration of 
shares of the Fund under state securities laws and assist in the sale 
of shares.  Berwyn Financial does not charge a fee for the services 
provided under the selling agreement with the Fund.  The Fund shall 
continue to bear the expenses of all filing or notification fees 
incurred in connection with the registration of shares under state 
securities laws.  Berwyn Financial is affiliated with the Fund and the 
Adviser.  Robert E. Killen who is an Officer and Director of the Fund 
and the Adviser, is also a Director of Berwyn Financial.  Edward A. 
Killen is an Officer and Director of the Adviser and Berwyn Financial 
and he is a Director of the Fund.  Kevin M. Ryan is an Officer of the 
Fund and an Officer and Director of Berwyn Financial. 

EXCHANGE OF SHARES

	The Adviser to the Fund also manages The Berwyn Fund.  The 
Berwyn Fund was closed to new investors on January 1, 1998.  Only 
investors who were shareholders in Berwyn Income Fund, Inc. as of 
December 31, 1997 may exchange their shares for shares in The Berwyn 
Fund, Inc.  Shares may also be exchanged for shares in the Rodney 
Square Fund or the Rodney Square Tax-Exempt Fund (each of such Funds, 
a "Rodney Square Fund").  The Rodney Square Funds are money market 
funds managed by Rodney Square Management Corporation and distributed 
by Rodney Square Distributors, Inc.  Exchanges will be made on the 
basis of the net asset value per share of the Funds involved next 
determined after an exchange has been requested.  The minimum initial 
investment of The Berwyn Fund is $10,000 ($1,000 for IRAs and no 
minimum initial investment for pension plans or custodial accounts for 
minors.)  The minimum initial 


-14-
investment for each of the Rodney Square Funds is $1,000.  A 
shareholder may make an exchange by telephone or written request.  
Telephone requests for an exchange may be made by calling the Fund's 
Transfer Agent at (800)992-6757 on any business day between 9:00 a.m. 
and 4:00 p.m.

	Subject to the foregoing minimum investment amounts, any 
shareholder will be permitted to exchange shares among the above 
mutual funds ("Eligible Funds").  When making a telephone exchange, 
the shareholder must know the account number of the account from which 
shares are exchanged and the social security or tax identification 
number under which the account is registered.  Shares will be 
exchanged only into an account that has same shareholder(s) of record 
and same social security or tax identification number.

	A shareholder in the Fund will be permitted to exchange the 
shares in his or her account for shares in one of the other Eligible 
Funds only four times in any twelve-month period.  A shareholder in a 
Rodney Square Fund may exchange shares of the Rodney Square Fund for 
shares of the Fund as often as the shareholder desires.

	Before making an exchange, a shareholder should obtain and 
review a current prospectus of the Eligible Fund into which shares of 
the Fund will be exchanged.  Prospectuses for The Berwyn Fund or the 
Rodney Square Funds may be obtained from the Fund by writing to the 
Shareholder Services Agent of the Fund or calling (800) 992-6757.

	The exchange privilege is available only to investors residing 
in states where the Eligible Funds have filed a notice of sales with 
the sate securities administrator.

	The Fund, The Berwyn Fund and each of the Rodney Square Funds 
reserve the right to amend or change the exchange privilege upon 60 
days' notice to shareholders.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

	It will be the policy of the Fund to distribute substantially 
all of its net investment income and any net realized capital gains.  
Dividends from net investment income will be paid quarterly. 
Distribution of net realized short term capital gains, if any, may be 
made quarterly or annually based upon the determination of the Board 
of Directors.  Distribution of net realized long term capital gains, 
if any, will be made annually.

	Reinvestment of dividends and/or capital gains distributions 
will be made at the net asset value per share next determined after 
the record date.  At the election of the shareholder, dividends or 
capital gains distributions, or both, will be reinvested in the shares 
of the Fund or distributed in cash.  This election by the shareholder 
is made at the time of the initial purchase of shares indicating on 
the account application whether distribution or reinvestment is 
desired.

	The election of the shareholder to receive or reinvest dividends 
and/or capital gain distributions may be changed at any time after the 
initial account application is received.  To 


-15-
change the initial election, the shareholder must send the Fund a 
letter by certified mail, return-receipt requested, signed exactly as 
the shareholder's signature appears on the transfer agent's register, 
stating the change desired.

	The Fund qualified as a regulated investment company under 
Subchapter M of the Internal Revenue Code of 1986, as amended, in the 
past year and intends to continue to so qualify by complying with the 
provisions of this Subchapter in the future.

	Subchapter M provides that an investment company which qualifies 
will be relieved from Federal income tax on the income the company 
distributes.  Generally, shareholders of the investment company pay 
Federal income tax on dividends and capital gains distributions.  
Shareholders are responsible for the tax whether the dividend or 
capital gains distribution is received in cash or in additional shares 
of the Fund.  Shareholders who are not subject to income tax will not 
be required to pay tax on the amount distributed. The Fund will notify 
shareholders what portion of the distribution is from net investment 
income or capital gains.  

	A dividend shortly after a purchase of Fund shares is taxable to 
the shareholder even though it appears to be a return of capital.  

	Redemptions and exchanges of Fund shares are treated as sales of 
Fund shares.  Consequently, redemptions and exchanges are generally 
subject to capital gains tax. 

	In addition to Federal income tax, Fund distributions and 
capital gains or losses from the sale, redemption or exchange of Fund 
shares may also be subject to state and local taxes.  The Fund is 
required to withhold 31% of taxable dividends, capital gains 
distributions, and redemption proceeds paid to shareholders that do 
not provide their correct taxpayer identification number, certify that 
it is correct, and certify that they are not subject to backup 
withholding.

RETIREMENT PLANS

	The Fund sponsors IRAs, including "Roth" IRAs and an "Education" 
IRAs.  Individuals interested in having an IRA with the Fund may 
obtain an IRA information booklet and application forms by writing to 
the Shareholder Services Agent of the Fund or calling (800) 992-6757.

REDEMPTION OF SHARES

	The Fund will redeem any portion of or all shares in an account 
upon receipt of a written request from the shareholder by the Transfer 
Agent.  The Fund will also redeem shares worth up to $5,000 in value 
in an account upon a telephone request from a "qualified" shareholder.  
(To qualify for telephone redemption, a shareholder must check the box 
on the new account application.)  The redemption price will be the net 
asset value per share next determined after receipt of a notice of 
redemption.  Shareholders liquidating their holdings will receive upon 
redemption all dividends reinvested through the date of redemption.


-16-
	A shareholder who wishes to submit a written redemption request 
should mail it to Berwyn Income Fund, c/o PFPC, Inc., P.O. Box 8987, 
Wilmington, DE 19899.  The letter should list the shareholder's 
account number and the amount of money or number of shares being 
redeemed.  The letter should be signed by the person(s) in whose 
name(s) the shares are registered.

	A shareholder who qualifies for telephone redemption may redeem 
up to $5,000 from an account by telephoning the Transfer Agent at 
(800) 992-6757 on any business day between the hours of 9:00 a.m. and 
4:00 p.m.

	A shareholder requesting a redemption by telephone must give the 
account number for the account and the social security number or tax 
identification number under which the account is registered.  Checks 
will be issued only in the name(s) listed on the account and will be 
mailed only to the address listed.  

	Neither the Fund nor the Transfer Agent is responsible for any 
shareholder loss incurred in acting upon written or telephone 
instructions for redemption or exchange of shares which are reasonably 
believed to be genuine.  With respect to such telephone transactions, 
the Fund will ensure that reasonable procedures are used to confirm 
that instructions communicated by telephone are genuine (including 
verification of a form of personal identification).  Instructions 
received by telephone are generally tape recorded, and a written 
confirmation will be provided for all purchase, exchange and 
redemption transactions initiated by telephone.

	Payment will be mailed generally within seven days of receipt of 
a notice of redemption.

	The Fund also has a Systematic Withdrawal Plan ("SWP") under 
which an investor may have money automatically withdrawn from his or 
her account on a regular basis.  Investors who wish to establish a SWP 
should complete the section on systematic withdrawals on the account 
application.  

	The Fund reserves the right to redeem the Fund shares of, and 
send the redemption proceeds to, any shareholder whose total shares in 
all accounts fall below $1,000 in net asset value by reason of 
redemption.  Upon receiving written notice from the Fund, a 
shareholder must increase the shareholder's accounts net asset value 
to $1,000 or above within 60 days to prevent liquidation.

	When permitted by the Securities and Exchange Commission (the 
"SEC"), the Fund may suspend the right of redemption and may postpone 
payment for more than seven days during any period when the Exchange 
is closed, other than customary weekend and holiday closing; when 
trading on the Exchange is restricted, as determined by the SEC, 
during any period when an emergency, as defined by rules of the SEC, 
exists making disposal of portfolio securities or valuation of net 
assets by the Fund not reasonably practicable; or when the SEC may 
permit for the protection of shareholders of the Fund.




-17-
GENERAL INFORMATION

Capital Structure

	The Fund has authorized capital of 100,000,000 shares of common 
stock of $1 par value per share.  Each share has equal 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 shares 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.

Transfer Agent and Dividend Paying Agent

	PFPC Inc., P. O. Box 8987, Wilmington, Delaware 19899 is the 
Transfer Agent and Dividend Paying Agent.

Shareholder Inquiries

	Shareholder inquiries may be made by writing to the Transfer 
Agent or calling the Transfer Agent at (800) 992-6757 between the 
hours of 9:00 a.m. and 4:00 p.m.

Share Certificates

	Share certificates will be issued only upon written request.

Reports

	The Fund will issue annual and semi-annual reports to 
shareholders and may issue quarterly reports.  In these reports 
management of the Fund will discuss the Fund's performance and compare 
the Fund's performance with the performance of certain bond indices 
and an index of income funds.  The annual report will contain audited 
financial statements and the semi-annual report will have unaudited 
financial statements.


ADDITIONAL INFORMATION

	This Prospectus omits certain information contained in the 
registration statement filed with the SEC.  The registration statement 
consists of three parts: the Prospectus, the SAI and a third section 
containing exhibits and other information.  A copy of the SAI is 
available from the Fund upon request free of charge.  The third part 
of the registration statement may be obtained from the SEC upon paying 
the charges prescribed.


-18-
	No person has been authorized to give any information or to make 
any representations other than those contained in this Prospectus and 
the SAI, and information or representations not herein contained, if 
given or made, must not be relied upon as having been authorized by 
the Fund.  This Prospectus does not constitute an offer or 
solicitation in any jurisdiction in which such offering may not 
lawfully be made.









































-19-
PART B

BERWYN INCOME FUND, INC.
Shareholder Services 
c/o PFPC Inc.
P.O. Box 8987
Wilmington, DE  19899


STATEMENT OF ADDITIONAL INFORMATION

April 30, 1998



	This Statement of Additional Information ("SAI") is not a 
Prospectus.  It is a document that relates to the Prospectus of the 
Berwyn Income Fund, Inc. (the "Fund") dated April 30, 1998 and 
contains additional information regarding the Fund.  This SAI should 
be read in conjunction with the Prospectus.  A Prospectus may be 
obtained by writing to the Fund at the above address.




























TABLE OF CONTENTS



Investment Policies and Risk 
Factors...............................................................
 .....................	2

Investment 
Restrictions..........................................................
 ................................................	4

Investment Advisory 
Arrangements..........................................................
 ............................	5

Expense 
Limitation............................................................
 ....................................................	6

Directors and 
Officers..............................................................
 ..............................................	6

Ownership of the 
Fund..................................................................
 .........................................	8

Portfolio Transactions and Brokerage 
Commissions...........................................................
 ..	8

Computation of Net Asset 
Value.................................................................
 ..........................	10

Share 
Purchases.............................................................
 ........................................................	10

Distributor...........................................................
 ...................................................................	10

Redemption of 
Shares................................................................
 ............................................	11

Calculation of Performance 
Data..................................................................
 .........................	11

General 
Information...........................................................
 ....................................................	12

Financial 
Statements............................................................
 ..................................................	13


	











-1


INVESTMENT POLICIES AND RISK FACTORS

(See also "Investment Objective, Policies and Risk Factors" in the 
Fund's Prospectus.)

	The Fund is a no-load, diversified, open-end management 
investment company.  Its investment objective is to provide investors 
with current income while seeking to preserve capital by taking what 
the Fund considers to be reasonable risks.  In pursuing its investment 
objective, the Fund may also offer the potential for capital 
appreciation.  To achieve its objective, the Fund invests in 
investment grade corporate debt securities, securities issued or 
guaranteed by the U.S. Government, its agencies or instrumentalities, 
high yield, high risk corporate debt securities (also known as "junk 
bonds"), unrated corporate debt securities, and preferred and common 
stocks.  The Adviser determines the percentage of each category of 
securities to purchase and hold based upon the prevailing economic and 
market conditions.  This means, that the Fund may invest up to 100% of 
its net assets in high yield, high risk corporate debt securities.

	Investment grade corporate debt securities are considered to be 
securities rated BBB or higher by Standard & Poor's Rating Group 
("S&P") or Baa or better by Moody's Investors Service, Inc. 
("Moody's") and high yield securities are considered to be securities 
rated lower than BBB or Baa by these services.  Appendices A and B 
list the definitions of the S&P and Moody's bond ratings.

	The Fund may invest in fixed income securities that are not 
rated.  The Fund will only invest in unrated securities that have a 
creditworthiness, in the opinion of the Adviser, that is equal to or 
better than the creditworthiness of fixed income securities with S&P 
ratings of CC or Moody's ratings of Caa.

	The Fund may also purchase certain debt securities that have not 
been registered with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended ("1933 Act") and are restricted 
from sale to the general public.  The Fund will purchase these 
restricted securities from the issuer or qualified institutional 
buyers, and will sell these restricted securities, exclusively in the 
transactions that are exempt pursuant to Rule 144A under the 1933 Act.  
The Fund will limit its investment in such restricted securities to 
10% of the value of its net asset.

	In addition to corporate debt securities, the Fund may invest in 
the securities issued or guaranteed by the U.S. Government, its 
agencies or instrumentalities and in preferred and common stocks.  The 
securities of the U.S. Government in which the Fund invests are U.S. 
Treasury bonds and notes.  The Fund may also purchase debt securities 
issued by Government agencies, such as, Export-Import Bank, or by an 
instrumentality of the Government, such as the Federal National 
Mortgage Association.  U.S. Treasury bonds and notes are backed by the 
full faith and credit of the U.S. Government.  Securities issued by 
Government agencies or instrumentalities may or may not be backed by 
the full faith and credit of the United States.  In the case of 
securities not backed by the full faith and credit of the United 
States, an investor must look principally to the agency or 
instrumentality for repayment.



-2-
	The Fund invests in preferred stocks that, in the opinion of the 
Adviser, are offering an above average yield in comparison to 
preferred stocks of the same quality or in preferred stocks offering a 
potential for capital appreciation.  The Fund may also purchase 
preferred stocks that are restricted securities subject to the 
limitations under Rule 144A described above.

	The Fund invests in common stocks that it considers to be 
selling at undervalued prices.  The investment approach of the Fund 
may be deemed "contrarian" in its selection of common stocks due to 
the fact that this approach may lead the Fund to select stocks not 
recommended by other investment advisers or brokerage firms.

	The Fund, however, will purchase only common stocks that pay 
cash dividends and will not purchase additional common stocks when 
common stocks comprise 30% of the Fund's net assets.

	Aside from the investments listed above, the Fund may at times, 
for temporary defensive purposes, invest all or a portion of its 
assets in no load money market funds, savings accounts and 
certificates of deposit of domestic banks with assets in excess of 
$1,000,000, commercial paper rated A-1, repurchase agreement and 
Treasury bills, and may hold cash.

	Investment by the Fund in a no-load money market fund will 
result in the Fund paying a management fee on the money invested in 
such fund in addition to the operating expenses of the Fund.

	The Fund may invest in real estate investment trusts ("REITs") 
and repurchase agreements.  The Fund limits investment in REITs to 10% 
of its net assets and investment in repurchase agreements to 5% of its 
net assets.

	REITs are companies that invest their capital in real estate, 
long and short term mortgages and construction loans.  These companies 
normally do not pay Federal Income Tax but distribute their income to 
their shareholders who become liable for the tax.  The Fund invests in 
REITs that generate income and have a potential for capital 
appreciation.  There are risks in investing in REITs.  The property 
owned by a REIT could decrease in value and the mortgages and loans 
held by a REIT could become worthless.  The Adviser, however, monitors 
the investment environment and the Fund's investments as a means of 
lessening risks.  As of December 31, 1997, 5.78% of the Fund's net 
assets were invested in REITs.

	Repurchase agreements are defined as agreements wherein a seller 
of securities agrees with the Fund at the time of sale to repurchase 
the security from the Fund at a mutually agreed upon time and price.  
The Fund intends to enter into repurchase agreements only with 
established banking institutions that deal in Treasury bills and 
notes.  The Fund intends to invest mostly in overnight repurchase 
agreements.  In the event of bankruptcy of the seller of a repurchase 
agreement or the failure of the seller to repurchase the underlying 
security as agreed upon, the Fund could experience losses that include 
a possible decline in the value of the underlying security during the 
period the Fund seeks to enforce its rights thereto and a possible 
loss of all or


-3-
part of the income.  The Fund would also incur additional expenses 
enforcing its rights.  As of December 31, 1997, 0.38% of the Fund's 
net assets were invested in repurchase agreements.

INVESTMENT RESTRICTIONS

	The investment restrictions set forth below may not be changed 
without approval by vote of a majority of the Fund's outstanding 
voting securities.  As used in this SAI and in the Prospectus, "a 
majority of the Fund's outstanding voting securities" means the lesser 
of (a) more than 50% of the Fund's outstanding shares, or (b) at least 
67% of the shares present or represented at a meeting of shareholders 
provided that the holders of more than 50% of the Fund's outstanding 
shares are present in person or represented by proxy.  

	When investing its assets, the Fund will not:

(1) invest more than 5% of the value of its total assets in the 
securities of any one issuer or purchase more than 10% of the 
outstanding voting securities, debt or preferred stock of any 
one issuer.  This restriction does not apply to obligations 
issued or guaranteed by the U. S. Government, its agencies or 
instrumentalities;

(2) invest more than 25% of the value of its total assets in the 
securities of issuers in any one industry;

(3) lend money, provided that for purposes of this restriction, 
the acquisition of publicly distributed corporate bonds, and 
investment in U.S. government obligations, short-term commercial 
paper, certificates of deposit and repurchase agreements shall 
not be deemed to be the making of a loan;

(4) buy or sell real estate and real estate mortgage loans, 
commodities, commodity futures contracts, puts and calls and 
straddles;

(5) underwrite securities of other issuers, except as the Fund 
may be deemed to be an underwriter under the Securities Act of 
1933, as amended, in connection with the purchase and sale of 
portfolio securities in accordance with its objectives and 
policies;

(6) make short sales or purchase securities on margin;

(7) borrow money, except that the Fund may borrow up to 5% of 
the value of its total assets at the time of such borrowing from 
banks for temporary or emergency purposes (the proceeds of such 
loans will not be used for investment or to purchase securities, 
but will be used to pay expenses);

(8) invest for the purposes of exercising control or management;

(9) 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, except that the

-4-
Fund will be permitted to purchase restricted securities that 
are eligible for resale pursuant to Rule 144A under the 
Securities Act of 1933, as amended);

(10) participate in a joint investment account; and

	(11) issue senior securities.

	The Fund has also adopted certain investment restrictions that 
are not fundamental.  These restrictions are that the Fund will not 
invest in real estate limited partnerships, in oil, gas or other 
mineral leases and any investments in warrants will not exceed 5% of 
the Fund's net assets.  Restrictions that are not fundamental may be 
changed by a vote of the majority of the Board of Directors.  But if 
any of these non-fundamental restrictions are changed, the Fund will 
give shareholders at least 60 days' written notice.

INVESTMENT ADVISORY ARRANGEMENTS

 	(See also "Management of the Fund" in Fund's Prospectus) 

	The Killen Group, Inc., is the investment adviser (the 
"Adviser") to the Fund.  Robert E. Killen is Chairman, CEO and sole 
shareholder of the Adviser.  He is also President and Chairman of the 
Board of the Fund.  Edward A. Killen is Vice President, Secretary and 
a Director of the Adviser and a Director of the Fund.

	The Adviser provides the Fund with investment management 
services.  Under the contract between the Fund and the Adviser (the 
"Contract"), the Adviser provides the Fund with advice and 
recommendations with respect to investments, investment policies, the 
purchase and sale of securities and the management of the Fund's 
resources.  In addition, employees of the Adviser administer the 
operation of the Fund.  These employees prepare and maintain the 
accounts, books and records of the Fund, calculate the daily net asset 
value per share each day the New York Stock Exchange is open, prepare 
and file all the documents required of the Fund under Federal and 
state laws and prepare all shareholder reports.

	The Contract provides that it will continue in effect from  year 
to year if continuation is specifically approved annually by a vote of 
a majority of the outstanding voting securities of the Fund.  
Continuance of the Contract must also be approved annually by the 
Board of Directors, including a majority of Directors who are not 
parties to the Contract or interested persons of any such party cast 
in person at a meeting called for the purpose of voting on such 
approval.  The Fund may terminate the Contract on sixty days' written 
notice to the Adviser, without payment of any penalty, provided such 
termination is authorized by the Board of Directors or by a majority 
of the outstanding voting securities.  The Adviser may terminate the 
contract by notifying the Fund in writing at least sixty days before 
the date of the annual shareholder meeting that continuation of the 
contract is not desired.  The contract will be automatically and 
immediately terminated in the event of its assignment by the Adviser.



-5-
	As compensation for its investment management services to the 
Fund, the Adviser will receive monthly compensation at the annual rate 
of 1/2 of 1% of the average daily net assets.  The fee is computed 
daily by multiplying the net assets for a day by the appropriate 
percentage 
and dividing the result by 365.  At the end of the month, the daily 
fees are added and the amount paid to the Adviser. 

	The Fund paid the Adviser $806,435 in fees in 1997, $638,212 in 
1996, and $477,283 in 1995.

EXPENSE LIMITATION

	The Contract between the Fund and the Adviser provides that the 
Adviser's fee will be reduced 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 the Adviser, but inclusive of the Adviser's fee) from 
exceeding 2% of the average daily net assets of the Fund.  In any 
month that the Fund expenses and liabilities exceed 2%, the Adviser's 
fee will be reduced so that expenses and liabilities will be 2%.  
Although the Fund expects to maintain expenses within 2% of its 
average daily net assets, the Adviser will not be responsible for 
additional expenses exceeding its advisory fee.  Once the net assets 
of the Fund exceed $100 million, the expense limitation will be 
reduced to 1.5%.  The expense limitation has not been used since 1988.  
In 1997 the Fund's expense ratio was 0.65%.


DIRECTORS AND OFFICERS

	The directors and executive officers of the Fund and their ages 
and principal occupations for the past five years are set forth below:

Name, Age, Position 	Principal Occupation for the Past Five 
Years
and Address

*Robert E. Killen (56)	Director of Westmoreland Coal Co. (a 
mining company) since President & Director 	July 1996. Director 
and Shareholder,
 
Berwyn Financial Services 1199 Lancaster Avenue	Corp., 
a financial services company 
(registered as a broker-dealer Berwyn, Pennsylvania 	
with the Securities and Exchange Commission ("SEC") since
 
			12/93 and a member of the National 
Association of Securities 
			Dealers, Inc. (the "NASD") since 7/94), 
since October 1991.  
			President and Director of The Berwyn 
Fund, Inc. (a registered 
			investment company managed by the 
Adviser) since February 
			1983.  Chairman, CEO and Sole 
Shareholder of the Adviser (an 
			investment advisory firm) since April 
1996. President, Treasurer, 
			Director and Sole Shareholder of the 
Adviser from September 
			1982 to March 1996.



-6-
*Anthony N. Carrelli (49)	Director of The Berwyn Fund, Inc. since 
January 1995.  Vice
Director		President of the Adviser since August 
1986.
1189 Lancaster Avenue
Berwyn, Pennsylvania

*Edward A. Killen, II (46)	Director, Secretary and Shareholder of 
Berwyn Financial Services
Director		since October 1991.  Director of the 
Fund since January, 1995.  
1189 Lancaster Avenue	Director of The Berwyn Fund, Inc. from 
February 1983 to January 
Berwyn, Pennsylvania	1995.  Vice president, Secretary and 
Director of the Adviser since 
			February 1983.

Denis P. Conlon (50)	Director of The Berwyn Fund, Inc., 
since June 1992 President and 
Director		CEO of CRC Industries (a worldwide 
manufacturer) since 
1282 Farm Road	September 1996. Vice President, Corporate Development,
Berwyn, Pennsylvania	Berwind Corporation (diversified 
manufacturing and financial 			company) from 1990 to September 1996.

Deborah D. Dorsi (42)	Director of The Berwyn Fund, Inc. since 
April 1998.  Retired
Director		Industry Executive since 1994.  
Director Worldwide Customer 
2801 Stanbridge Street	Support, Kulick Soffa Industries, Inc. 
(Semi Conductor 
Norristown, Pennsylvania	Equipment Manfacturer) from 1993-1994  
Corporate Account 
			Manager for Kulick & Soffa Industries, 
Inc. prior to 1993.

*Kevin M. Ryan (50)	President, Treasurer, Director and 
Shareholder of Berwyn 
Secretary-Treasurer	Financial Services Corp. since October 
1991.  Director of the
1199 Lancaster Avenue	Fund from December 1986 to January 
1995.  Secretary, Treasurer 
Berwyn, Pennsylvania	and Director of The Berwyn Fund, Inc., 
since February 1983.  
			Legal Counsel to the Adviser since 
September 1985.


* Robert E. Killen, Anthony N. Carrelli, Edward A. Killen II and Kevin 
M. Ryan are "interested persons" of the Fund as defined in the 
Investment Company Act of 1940, as amended (the "1940 Act") and Robert 
E. Killen, Anthony N. Carrelli, and Edward A. Killen II are the 
"Interested Directors" of the Fund.  Robert E. Killen is an Officer, 
Director and Sole Shareholder of the Adviser.  He is also a Director 
of Berwyn Financial Services Corp., a registered broker-dealer, and 
owns 1/3 of its outstanding shares.  Anthony N. Carrelli is a Vice 
President of the Adviser.  Edward A. Killen II is an Officer and 
Director of the Adviser.  He is also an Officer, Director and the 
Owner of 1/3 of the outstanding shares of Berwyn Financial Services 
Corp.  Kevin M. Ryan is legal counsel to the Adviser and he is an 
Officer, Director and Owner of 1/3 of the outstanding shares of Berwyn 
Financial Services Corp.  In addition, Robert E. Killen and Edward A. 
Killen II are brothers and Kevin M. Ryan is brother-in-law to both.  
Berwyn Financial Services Corp. serves as the distributor for the 
Fund's shares in certain jurisdictions.




-7-
Mr. Conlon and Ms. Dorsi are the Directors of the Fund who are not 
"interested persons" of the Fund as defined in the 1940 Act (the 
"Independent Directors") and are paid a fee of $400 for each Board or 
Committee meeting attended and are reimbursed for any travel expenses 
by the Fund.  If a Board and Committee meeting are held on the same 
date, the Independent Directors receive only one fee.  Mr. Conlon and 
Ms. Dorsi also serve as Independent Directors of The Berwyn Fund, Inc. 
(another registered investment company managed by the Adviser).  The 
Fund has not adopted a pension or retirement plan or any other plan 
that would afford benefits to its Directors.

Ms. Dorsi was elected to the Board in April 1998 by a vote of the 
Board of Directors.  She replaces William H. Vonier who served as an 
Independent Director on the Board from June 1992 until April 1998.  In 
1997, the Fund paid aggregate compensation of $1,600 to Mr. Conlon and 
$1,600 to Mr. Vonier.  The total compensation from the Fund Complex, 
consisting of the Fund and The Berwyn Fund, Inc., was $3,200 for Mr. 
Conlon and $3,200 for Mr. Vonier.

Officers of the Fund are not paid compensation by the Fund or the Fund 
Complex for their work as officers and no fees are paid by the Fund or 
the Fund Complex to the Directors that are not Independent Directors  
for the performance of their duties.  (See "Management of the Fund" in 
the Prospectus for a discussion of management responsibilities of the 
Board and Officers.)

OWNERSHIP OF THE FUND

	As of March 31, 1998 there were 14,287,713 shares of the Fund 
outstanding.  Charles Schwab & Co. ("Schwab"), 101 Montgomery Street, 
San Francisco, CA was the record owner of 47% of the outstanding 
shares.  Although Schwab is the record owner of more than 25% of the 
outstanding shares of the Fund, Schwab cannot be considered to control 
the Fund.  Schwab holds the shares in nominee name for its customers 
and does not have the power to vote the shares or to sell them.  
National Financial Services Corp., One World Trade Center, 200 Liberty 
Street, New York, NY was the record owner of 9% of the Fund's 
outstanding shares.  National Financial Services Corp. holds the 
shares for its customers and does not have the power to vote the 
shares or to sell them.  The records of the Fund do not indicate that 
any individual owns more than 5% of the Fund's outstanding shares.  As 
of March 31, 1998, the Directors and Officers of the Fund, as a group, 
owned beneficially and of record 155,426 shares of the Fund.  This 
amount constitutes 1% of the outstanding shares.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

	Subject to policy established by the Fund's Board of Directors, 
the Adviser is responsible for the Fund's portfolio decisions and the 
buying and selling of the Fund's portfolio securities.  In executing 
such securities, the Adviser will seek to obtain the best net results 
for the Fund, taking into account such factors as price (including the 
applicable brokerage commission or dealer spread), size of order, 
difficulty of execution and operational facilities and capabilities of 
the firm involved.  While the Adviser generally seeks reasonably 
competitive commission rates, the Adviser is authorized to pay a 
broker a brokerage commission in excess of that which another 


-8-
broker might have charged for effecting the same transaction, in 
recognition of the value of brokerage and research services provided 
by the broker.

	The Adviser may select brokers who, in addition to meeting the 
primary requirements of execution and price, have furnished 
statistical or other factual information and services which, in the 
opinion of the Board, are reasonable and necessary to the Fund's 
normal operations.  The services provided by these brokerage firms may 
also be used in dealing with the portfolio transactions of the 
Adviser's other clients, and not all such services may be used by the 
Adviser in connection with the Fund.  Those services may include 
economic studies, industry studies, security analysis or reports, 
sales literature and statistical services furnished either directly to 
the Fund or to the Adviser.  Consideration will be given to brokers 
who have assisted in the distribution of shares of the Fund.  No 
effort is made in any given circumstance to determine the value of 
these materials or services or the amount they might have reduced 
expenses of the Adviser.

	The Board has adopted procedures under 17e-1 of the 1940 Act 
that permit portfolio transactions to be executed through affiliated 
brokers.  In 1995, 1996, and 1997 the Fund used an affiliated broker, 
Berwyn Financial Services Corp. ("BFS").

	BFS is affiliated with 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 
distributor for the Fund's shares in various jurisdictions pursuant to 
a written agreement.

	In 1997, the Fund paid a total of $193,023 in commissions to 
BFS.  This figure represents 77% of the total commissions paid by the 
Fund.  The percentage of the Fund's aggregate dollar amount of 
transactions involving the payment of commissions effected through BFS 
was 74%.

	In 1996, the Fund paid a total of $126,520 in commissions to 
BFS.  This figure represents 88% of the total commissions paid by the 
Fund.  The percentage of the Fund's aggregate dollar amount of 
transactions involving the payment of commissions effected through BFS 
was 90%.  In 1995, the Fund paid a total of $199,302 in commissions to 
BFS.  This figure represents 87% of the total commissions paid by the 
Fund.  The percentage of the Fund's aggregate dollar amount of 
transactions involving the payment of commissions effected through BFS 
was 92%.

	The Fund paid brokerage commissions of $247,987 in 1997, 
$144,128 in 1996, and $229,668 in 1995.  The Fund was reopened to 
investors on January 21, 1997.  As a result the sale of Fund shares 
increased in 1997.  There was more trading than in 1996 and the amount 
of commissions paid increased.

	The Adviser has other advisory clients which include 
individuals, trusts, pension and profit sharing funds, and an 
investment company, some of which have similar investment objectives 
to the Fund.  

	As such, there will be times when the Adviser may recommend 
purchases and/or sales of the same portfolio securities for the Fund 
and its other clients.  In such circumstances, it will be 

-9-
the policy of the Adviser to allocate purchases and sales as well as 
expenses incurred in the transactions among the Fund and its other 
clients in a manner which the Adviser deems equitable, taking into 
consideration such factors as size of account, concentration of 
holdings, investment objectives, tax status, cash availability, 
purchase cost, holding period and other pertinent factors relative to 
each account.  Simultaneous transactions could adversely affect the 
ability of the Fund to obtain or dispose of the full amount of a 
security which it seeks to purchase or sell or the price at which such 
security can be purchased or sold.

COMPUTATION OF NET ASSET VALUE

	(See also "Computation of Net Asset Value" in the Prospectus.)

	The net asset value per share of the Fund is determined by 
dividing the total value of the Fund's investments and other assets, 
less any liabilities, by the total number of outstanding shares of the 
Fund.  Net asset value per share is determined as of the close of 
regular trading on the New York Stock Exchange (the "Exchange") 
(ordinarily 4:00 p.m. Eastern Time) on each day that the Exchange is 
open and is effective as of the time of computation.

SHARE PURCHASES

	(See also "Share Purchases" in the Propsectus.)

	The Fund's shares are offered for sale on a continuous basis.  
There is no sales load.  The offering price of shares of the Fund is 
the net asset value per share next determined after receipt by the 
Transfer Agent or a broker authorized by the Fund to receive orders 
for the purchase of shares.  There is no sales load and the value of 
shares can be expected to fluctuate daily.

	The minimum initial investment is $10,000 per investor.  This 
investment may be divided by a single investor among different 
investment accounts in the Fund that total $10,000 in the aggregate or 
between accounts in the Fund and The Berwyn Fund, Inc.  Subsequent 
investments must be at least $250 per account.  The minimum initial 
investment for Individual Retirement Accounts ("IRAs") is $1,000.  The 
minimum is $250 for a spousal IRA.  Subsequent investments in IRAs 
must be at least $250.  There are no minimum requirements for pension 
and profit sharing plans or custodial accounts for minors.

	The Fund reserves the right to reduce or waive the minimum 
purchase requirements in certain cases where subsequent and continuing 
purchases are contemplated.

DISTRIBUTOR

	(See also "Distribution" in the Prospectus.)

	BFS Corp., a broker-dealer registered with the Securities and 
Exchange Commission, is the current distributor of the Fund's shares, 
pursuant to a selling agreement which became effective 


-10-
July 25, 1994 (the "Selling Agreement").  Under the Selling Agreement, 
BFS is the non-exclusive agent in certain jurisdictions for the Fund's 
continuous offering of shares.  Shares of the Fund are offered to the 
public at net asset value, without the imposition of a sales load.  
The jurisdictions in which BFS is the distributor are Arizona, 
Arkansas, Florida, Maryland, North Dakota, Nebraska, Texas, Vermont 
and West Virginia.

	The Selling Agreement provides that it will continue in effect 
from year to year only so long as such continuance is approved at 
least annually by the Fund's Board of Directors and by the vote of a 
majority of the Directors who are not parties to the agreement or 
interested persons of any such party by vote cast in person at a 
meeting called for the purpose of voting on such approval.  The 
Selling Agreement will terminate automatically in the event of its 
assignment.

REDEMPTION OF SHARES

	(See also "Redemption of Shares" in the Fund's Prospectus.)

	The Fund has elected to be governed by Rule 18f-1 under the 1940 
Act, under which the Fund is obligated to redeem the shares of any 
shareholder solely in cash up to the lesser of 1% of the net asset 
value of the Fund or $250,000 during any 90-day period.  Should any 
shareholder's redemptions exceed this limitation, the Fund can, at its 
sole option, redeem the excess in cash or in portfolio securities 
selected solely by the Fund (and valued as in computing net asset 
value).  In these circumstances, an investor that receives and sells 
such portfolio securities would probably incur a brokerage charge and 
there can be no assurance that the price realized by an investor upon 
the sale of such portfolio securities will not be less than the value 
used in computing net asset value for the purpose of such redemptions.

CALCULATION OF PERFORMANCE DATA
Yield

	The Fund's yield for the month ended December 31, 1997 was 
6.62%.

	The yield was determined based upon the net investment income 
per share for the period December 1 to December 31, 1997.  Expenses 
accrued for the period were subtracted from the interest and dividends 
accrued and the remainder was divided by daily average number of 
shares multiplied by maximum offering price per share.  The number 
then obtained was annualized.

Total Return

	The average annual total return of the Fund for one year, five 
years and the life of the Fund ended December 31, 1997 are listed 
below:

		One Year:	13.4%
		Five Years:	12.6%
		Ten Years:	12.9% 
		  

-11-
	The period of time for one year's performance is from January 1, 
1997 to December 31, 1997.  The dates for the five-year period are 
January 1, 1993 to December 31, 1997 and for the ten year period are 
from January 1, 1988 to December 31, 1997.  To obtain the performance 
listed above, the Fund computed its average total return for each 
period of time.  The Fund made this calculation by first determining 
the total return for a period and then using an exponential function 
based upon the number of years involved to obtain an average.

	The total return for a period is calculated by determining the 
redeemable value of $1,000 initial investment made at the beginning of 
the period, with dividends and capital gains reinvested on the 
reinvestment date, on the last day of the period and dividing that 
value by $1,000.  The average annual total return for the period is 
calculated by taking the total return for the period and determining 
the annual average by using an exponential function based upon the 
number of years and any fraction thereof in the period.

	In addition to an average annual total return, the Fund 
calculates its total return on a calendar year basis.  Listed below 
are the Fund's total returns for the calendar years 1988, 1989, 1990, 
1991, 1992, 1993, 1994, 1995, 1996 and 1997:

			  January 1, 1988 -	December 31, 1988
	l1.3%
			  January 1, 1989 -	December 31, 1989
	11.9%
			  January 1, 1990 -	December 31, 1990
	-0.13%
			  January 1, 1991 -	December 31, 1991
	23.0%
			  January 1, 1992 -	December 31, 1992
	21.7%
			  January 1, 1993 -	December 31, 1993
	16.9%
			  January 1, 1994 -	December 31, 1994
	-1.1%
			  January 1, 1995 -	December 31, 1995
	21.0%
			  January 1, 1996 -	December 31, 1996
	14.0%
			  January 1, 1997 - 	December 31, 1997
	13.4%

	The Fund calculates the total return for a calendar year by 
determining the redeemable value of $1,000 investment made at the 
beginning of the year with dividends and capital gains reinvested on 
the reinvestment date, on last day of the year and dividing that value 
by $1,000.

	Annual average total return and the total returns for calendar 
year are based on historical performance and are not intended as an 
indication of future performance.

GENERAL INFORMATION

Capital Structure  

	The Fund has authorized capital of 100,000,000 shares of common 
stock of $1 par value per share.  Each share has equal 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.  (See "General Information" in the 
Prospectus for a discussion of noncumulative voting rights.)

-12-
Custodian

	PNC Bank, 400 Bellevue Parkway, Suite 108, Wilmington, DE 19809 
is the custodian of the Fund.  The custodian holds all securities and 
cash owned by the Fund and collects all dividends and interest due on 
the securities.

Independent Accountants

	Price Waterhouse LLP, 30 South 17th Street, Philadelphia, 
Pennsylvania has been selected as the independent accountants for the 
Fund by the Board of Directors.  Price Waterhouse LLP will perform an 
annual audit of the financial statements of the Fund.

Tax Status

	The Fund intends to comply with Subchapter M of the Internal 
Revenue Code.  (See "Dividends, Capital Gains, Distributions and 
Taxes" in the Prospectus for a discussion of the tax status of the 
Fund and the consequences to its shareholders.)

Litigation

	The Fund is not involved in any litigation or other legal 
proceedings.

FINANCIAL STATEMENTS

	The Fund's audited financial statements and notes thereto for the 
year ended December 31, 1997 and the unqualified report of Price 
Waterhouse LLP, the Fund's Independent Accountants, on such financial 
statements (the "Report"), included in the Fund's 1997 Annual Report 
to Shareholders (the "Annual Report") are incorporated by reference in 
this SAI.  A copy of the Annual Report accompanies this SAI and an 
investor may obtain a copy of the Annual Report by writing to the 
Fund's or calling (800) 992-6757.  The Report follows on the next 
page.
















-13-








Report of Independent Accountants


February 6, 1998

To the Board of Directors and Shareholders of
Berwyn Income Fund, inc.

In our opinion, the accompanying statement of assets and liabilities, 
including the statement 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 
Berwyn Income Fund, Inc. (the "Fund") at December 31, 1997, 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 generally accepted accounting principles.  
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 of 
these financial statements based on our audits.  We conducted our 
audits of these financial statements in accordance with generally 
accepted auditing standards which 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, 1997 by correspondence with the custodian and the application of 
alternative auditing procedures where securities purchased had not 
been settled, provide a reasonable basis for the opinion expressed 
above.




PRICE WATERHOUSE LLP








APPENDIX A

DEFINITIONS OF STANDARD & POOR'S BOND RATINGS



	Standard & Poor's Ratings Group gives ratings to bonds that 
range from AAA to D.  The Fund may invest in bonds with ratings of CC  
above.  Definitions of these ratings are set forth below.

		AAA	Debt rated AAA has the highest rating assigned by 
Standard & Poor's.  
			Capacity to pay interest and repay principal is 
extremely strong.

		AA	Debt rated AA has a very strong capacity to pay 
interest and repay principal 
			and differs from the higher rated issues only in 
small degree.

		A	Debt rated A has a strong capacity to pay 
interest and principal although it 
			is somewhat more susceptible to the adverse 
effects of changes in 
			circumstances 	and economic conditions than debt 
in higher rated categories.

		BBB	Debt rated BBB is regarded as having an adequate 
capacity 	to pay interest 
			and repay principal.  Whereas it normally 
exhibits adequate protection 
			parameters, adverse economic conditions or 
changing circumstances are 
			more likely to lead to a weakened capacity to pay 
interest and repay 			principal for debt 
in this category than in higher rated categories.  

BB,B,CCC,CC
			Debt rated BB, B, CCC and CC is regarded, on 
balance, as predominantly 
			speculative with respect to capacity to pay 
interest and repay principal in 
			accordance with the terms of the obligation.  BB 
indicates the lowest degree 
			of speculation and C the highest degree of 
speculation.  While such debt 
			will likely have some quality and protective 
characteristics, these are 
			outweighed by large uncertainties or major risk 
exposures to adverse 
			conditions.

		D	Debt rated D is in default, and payment of 
interest and/or repayment of 
			principal is in arrears.









-14-
APPENDIX B

MOODY'S BOND RATINGS



	Moody's Investors Service, Inc. give ratings to bonds that 
range from Aaa to D.  Definitions of these ratings are set forth 
below.  The Fund may invest in bonds with any ratings of Caa or 
better.

Aaa	-	These bonds are judged to be of the best quality.  They 
carry the smallest degree of investment risk.  Interest 
payments are protected by a large or by an exceptionally 
stable margin and principal is secure.

Aa	-	These bonds are judged to be of high quality by all 
standards.  They are rated lower than the best bonds 
because margins of protection may not be as large as in 
Aaa securities or fluctuation of protective elements may 
be of greater amplitude or there may be other elements 
present which make the long-term risks appear somewhat 
larger than in Aaa securities.

A	-	These are bonds which possess many favorable investment  
attributes and are to be considered as upper medium grade 
obligations.  Factors giving security to principal and 
interest are considered adequate but elements may be 
present which suggest a susceptibility to impairment 
sometime in the future.

Baa	-	These bonds are considered as medium grade obligations, 
i.e., they are neither highly protected nor poorly 
secured.  Such  bonds lack outstanding investment 
characteristics and in fact have speculative 
characteristics as well.

Ba	-	These are bonds judged to have speculative elements; their 
future cannot be considered as well assured.  Uncertainty 
of position characterizes bonds in this class.

B	-	These bonds generally lack characteristics of the 
desirable investment.  Assurance of interest and principal 
payments or of maintenance of other terms of the contract 
over any long period of time may be small.

Caa	-	These are bonds of poor standing.  Such issues may be in 
default or there may be present elements of danger with  
respect to principal or interest.

Ca	-	These bonds represent obligations which are speculative in 
a high degree.  Such issues are often in default or have 
other market shortcomings.

C	-	These are the lowest rated class of bonds and issues so 
rated can be regarded as having extremely poor prospects 
of ever attaining any real investment standing.


-15-
PART C

Item 24

(a) Financial Statements:

	The Financial Statements and Financial Highlights and the notea 
thereon in the 1997 Annual Report to Shareholders are incorporated by 
reference into Part A and Part B of this Registration Statement. The 
Financial Statements incorporated by reference include the Statement 
of Assets and Liabilities, Statement of Operations, Statement of 
Changes in Net Assets, Financial Highlights, Statement of Investments, 
and Notes to Financial Statements.  The Financial Highlights of the 
Fund are also included in Part A and the Report of the Independent 
Accountants is included in Part B.

(b)  Exhibits:

	1.	A copy of the amended Articles of Incorporation is included 
herein as Exhibit #1.

	2.	A copy of the amended bylaws is included herein as Exhibit 
#2.

	3.	Not applicable.

	4.	Not applicable.

	5.	A copy of the amended Investment Avisory Contract is included 
herein as Exhibit #5.

	6.	A copy of the Selling Agreement between the Fund and Berwyn 
Financial Services Corp. is included herein as Exhibit #6.

	7.	Not applicable.

	8.	A copy of the new Custodian Agreement is included herein 
Exhibit #8.

	9.	Not applicable.

	10.	A copy of the opinion and consent of counsel was filed with 
the Fund's Rule 24f-2 notice on 4/08/98 and is incorporated 
herein by this reference.

	11.	The consent of Price Waterhouse LLP is included herein as 
Exhibit #11.

	12.	Not applicable.

	13.	Not applicable.


	14.	Not applicable.

	15.	Not applicable.

16.	Schedules for computation of each performance figure are 
included herein.

	17.	Financial Data Schedule.

	18.	Not applicable

C-1
Item 25

	The Registrant is not under common control with any person and 
the Registrant does not control directly or indirectly any person.

Item 26

	Listed below is the class of stock and number of holders, the 
Registrant had on 
March 31, 1998:  

		(1)	(2)
		Title of Class	Number of Record Holders
		Common Stock	1,764 

Item 27

	Article XVI of the Registrant's bylaws sets forth the rules on 
indemnification of officers and directors.  There will be no 
indemnification of a director or officer from an judgment, verdict or 
settlement resulting from liability to the corporation or its 
shareholders by reason of willful misfeasance, bad faith, gross 
negligence or reckless disregard of the duties involved in the conduct 
of his office (the foregoing referred to as "Disabling Conduct").  The 
following methods will be used to determine if a director or officer 
is guilty of Disabling Conduct: (a) a final decision on the merits by 
a court or other body before whom a proceeding was brought, or (b) a 
reasonable determination based upon a review of the facts, by 
independent legal counsel in a written opinion, that the director or 
officer was not liable on the basis of Disabling Conduct.  If there 
were no Disabling Conduct, a director or officer would be entitled to 
indemnification for expenses and for any judgment, verdict or 
settlement.

Item 28

	Robert E. Killen, President and a Director of the Registrant, is 
Chairman and CEO of The Killen Group, Inc., the adviser (the 
"Adviser") to the Registrant.  Mr. Killen is President and a Director 
of The Berwyn Fund, Inc., a registered investment company having the 
same investment adviser as the Fund.  He is a Director and Shareholder 
of Berwyn Financial Services Corp. ("BFS"), a registered broker-
dealer.

	Edward A. Killen II is Vice President and a Director of the 
Adviser and a Director of Berwyn Income Fund, Inc.  He is also a 
Director, Officer and Shareholder of BFS, a registered broker-dealer.

	For information as to any other business, profession, vocation 
or employment of a substantial nature in which each director or 
officer of The Killen Group, Inc. (the "Adviser") is or engaged for 
his own account or in the capacity of director, officer, employee, 
partner or

C-2
trustee, reference is made to the Adviser's Form ADV (File #801-18770) 
currently on file with the Commissions as required by the Invesmtnet 
Advisers Act of 1940, as amended.

Item 29

	(a)	Berwyn Financial Services Corp. also serves as the 
distributor for The Berwyn Fund, Inc., in certain jurisdictions.

	(b)
						Positions & Office
Name & Principal	w/Berwyn Financial	
	Positions & Office
Business Address	Services Corp.          	
	with the Fund         

Robert E. Killen	Director	
	President and Director
1199 Lancaster Ave.
Berwyn, PA

Edward A. Killen	Secretary and Director
	Director
1189 Lancaster Ave.
Berwyn, PA

Kevin M. Ryan	President, Treasurer
	Secretary and Treasurer
1199 Lancaster Ave.	and Director
Berwyn, PA

Item 30

	Accounts, books and other documents that are required to be 
maintained under Section 31(a) of the Investment Company Act of 1940, 
as amended, and the regulations thereunder will be maintained as 
follows:

1)	Journals detailing the purchase and sale of securities, the 
receipt and delivery of securities, receipt and disbursement of 
cash and all other debits and credits will be in the physical 
possession of Kevin M. Ryan at 1189 Lancaster Avenue, Berwyn, 
Pennsylvania 19312.

2)	Ledgers reflecting all asset, liability, reserve, capital, 
income and expense accounts as well as ledgers containing the 
information required for each portfolio security, for each 
broker-dealer, bank or other person through whom transactions in 
portfolio securities are effected and for each shareholder of 
record in the investment company will be maintained in the 
physical possession of Kevin M. Ryan, 1189 Lancaster Avenue, 
Berwyn, Pennsylvania 19312.




C-3
3)	The Articles of Incorporation, the bylaws, the minutes of 
shareholders and directors' meetings will be maintained under 
the control of Kevin M. Ryan, 1189 Lancaster Avenue, Berwyn, 
Pennsylvania 19312.

4)	A record of all brokerage orders and a record of all 
portfolio purchases and sales will be maintained under the 
control of Kevin M. Ryan, 1189 Lancaster Avenue, Berwyn, 
Pennsylvania 19312.

5)	Monthly trial balances for all ledger accounts, a quarterly 
record of broker commissions, a record identifying persons 
authorizing the purchase or sale of portfolio securities and 
files of all advisory material received from the investment 
advisor will be under the control of Kevin M. Ryan, 1189 
Lancaster Avenue, Berwyn, Pennsylvania 19312.

6)	Records required to be maintained by the investment adviser 
will be under the control of Robert E. Killen, 1189 Lancaster 
Avenue, Berwyn, Pennsylvania 19312.

Item 31

	Not applicable

Item 32

(a) Not applicable.

	(b) Not applicable.

	(c) The Registrant has placed information required by Item 5A of 
the Form N-1A in the latest annual report to shareholders and 
undertakes to furnish each person to whom a prospectus is delivered 
with a copy of the Registrant's latest annual report to shareholders 
upon request and without charge.















C-


SIGNATURES
	Pursuant to the requirements of the Securities Act of 1933 and 
the Investment Company Act of 1940 the Registrant certifies that it 
meets all of the requirements for effectiveness of this Registration 
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 
has duly caused this Registration Statement to be signed on its behalf 
by the undersigned, thereto duly authorized in the City of Berwyn and 
State of Pennsylvania on the 30th day of April 1998.

Berwyn Income Fund, Inc.        
Registrant     


BY:  /S/Robert E. Killen          
        Robert E. Killen, President

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons 
in the capacities and on the date indicated.

Signature		Title	Date



/S/ Robert E. Killen                           	President and Director	4/30/98
Robert E. Killen



/S/ Kevin M. Ryan                             	Secretary and 
Treasurer	4/30/98
Kevin M. Ryan



/S/ Anthony N. Carrelli                      	Director	4/30/98
Anthony N. Carrelli



/S/ Denis P. Conlon                            	Director	4/30/98
Denis P. Conlon



/S/ Deborah Dorsi                              	Director	4/30/98
Deborah Dorsi



/S/ Edward A. Killen II                      	Director	4/30/98
Edward A. Killen II


SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933 and 
the Investment Company Act of 1940 the Registrant certifies that it 
meets all of the requirements for effectiveness of this Registration 
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 
has duly caused this Registration Statement to be signed on its behalf 
by the undersigned, thereto duly authorized in the City of Berwyn and 
State of Pennsylvania on the 30th day of April 1998.

	Berwyn Income Fund, Inc.                   
	Registrant     


	By:____________________________
	      Robert E. Killen, President

	Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed below by the following 
persons in the capacities and on the date indicated.

Signature		Title          	Date
President and Director	4/30/98
Robert E. Killen



Secretary and Treasurer	4/30/98
Kevin M. Ryan



                                                  	Director	4/30/98
Anthony N. Carrelli



                                                  	Director	4/30/98
Denis P. Conlon        



                                                  	Director   	4/30/98
Deborah Dorsi



                                                  	Director   	4/30/98
Edward A. Killen II


EXHIBIT INDEX




EDGAR EXHIBIT NUMBER	FORM N-1A 
EXHIBIT NUMBER

EX-99.B1	Charter	Exhibit 
#24(b)1
EX-99.B2	Bylaws	Exhibit 
#24(b)2
EX-99.B5	Advisory Contract	Exhibit 
#24(b)5
EX-99.B6	Distribution Contract	Exhibit 
#24(b)6
EX-99.B8	Custodian Contract	Exhibit 
#24(b)8
EX-99.B11	Consent of Price Waterhouse, LLP	Exhibit 
#24(b)11
EX-99.B14	Retirement Plans	Exhibit 
#24(b)14
EX-99.B16	Performance Quotations	Exhibit 
#24(b)16
EX-27	Financial Data Schedule	Exhibit 
#24(b)17


























EXHIBIT #24(b)11




Consent of Independent Accountants



	We hereby consent to the incorporation by reference in the 
Prospectus and Statement of Additional Information constituting parts 
of this Post-Effective Amendment No. 13 to the registration statement 
on Form N-1A (the "Registration Statement") of our report dated 
February 19, 1998, relating to the financial statements and financial 
highlights of appearing in the December 31, 1997 Annual Report to 
Shareholders, which are also incorporated by reference into the 
Registration Statement.  We also consent to the reference to us under 
the heading Financial Highlights" in the Prospectus and to the 
reference to us under the heading"Independent Accountants" in the 
Statement of Additional Information "




PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
March 24, 1998



















EXHIBIT #24(b)16

Schedules for Computation of Performance Figures

a)  Annual Average Total Return:

  	The Fund calculated its annual average total return for one 
year, five years and the life of the Fund by using the formula 
P(1+T)n = ERV in Item 22 of Form N-1A.  In using this formula, P 
is equal to an initial investment of $1,000, T is equal to 
average annual total return for the period, n equals the number 
of years and ERV is the ending redeemable value.

	For the one year period ending December 31, 1997
	P equals $1,000
	T equals .__________
	n equals 1 year
	ERV equals $1,400

	For the five years ending December 31, 1997
	P equals $1,000
	T equals .142
	n equals 5 years
	ERV equals $1,941

	For the ten years ending December 31, 1997
	P equals $1,000
	T equals .12
	n equals 9 1/4 years
	ERV equals $2,868

b)  Yield quotation for one month ending December 31, 1997 was 6.95%.
	The formula used is Yield=2[a-b + 1)6-1]
				           cd
	a = 	interest and dividends for period and that was 
$1,028,473
	b = 	expenses accrued and that equals $85,667
	c =	average daily number shares outstanding entitled to 
receive  dividends and that 	was 13,839,231
	d = 	the maximum offering price per share on last day of the 
period and that was 	
		$12.51		1,028,473 - 85,667 +1 = 1.00544569
				   173,128.780
	raised to 6th power = 1.03312221
	minus 1 and multiplied by 2 = 0.05524442




1-3
c)  Annual Total Return

The Fund calculated its annual total return for each year by using the 
formula P(1+T)n=ERV.  In using this formula, P is equal to an initial 
investment of $1,000, T is equal to the total return for the period, 
equals the number of years and ERV is the ending redeemable value.

For the year ended December 31, 1988:
P equals $1,000
T equals .113
n equals 1
ERV equals $1,113

For the year ended December 31, 1989:
P equals $1,000
T equals .119
n equals 1
ERV equals $1,119

For the year ended December 31, 1990:
P equals $1,000
T equals -.0013
n equals $998.70

For the year ended December 31, 1991:
P equals $1,000
T equals .23
n equals 1
ERV equals $1,230

For the year ended December 31, 1992:
P equals $1,000
T equals .217
n equals 1
ERV equals $1,217

For the year ended December 31, 1993:
P equals $1,000
T equals .169
n equals 1
ERV equals $1,169

For the year ended December 31, 1994:
P equals $1,000
T equals -.011
n equals 1
ERV equals $989


2-3


For the year ended December 31, 1995:
P equals $1,000
T equals .210
n equals 1
ERV equals $1,210

For the year ending December 31, 1996
P equals $1,000
T equals .1140
n equals 1
ERV equals $1400

For the year ending December 31, 1997:
P equals $1,000
T equals .1340
n equals 1
ERV equals $1340





























3-3



1