CONTRACT FOR 
INVESTMENT ADVISORY SERVICES



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

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

2.	The Adviser is registered under the Investment Advisers Act and 
is engaged in the business of acting as an Investment Adviser 
and rendering research and Advisory services.

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

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

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



SECTION ONE

INVESTMENT ADVICE AND OTHER SERVICES


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

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

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



SECTION TWO

COMPENSATION TO INVESTMENT ADVISER


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

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



SECTION THREE

PAYMENT OF EXPENSES


The Adviser shall provide and furnish office space to the Fund and 
provide personnel to administer the Fund's operations.  The Adviser 
shall pay all expenses associated with the sales promotion of the 
Fund.  The Fund will pay all other expenses incurred in the operation 
of the Fund.

The Adviser hereby agrees to reduce its fee in any fiscal year by any 
amount necessary to prevent Fund expenses and liabilities (excluding 
taxes, interest, brokerage commissions and extraordinary expenses, 
determined by the Fund or Adviser, but inclusive of the Adviser's 
fee) from exceeding 2%


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


SECTION FOUR

DURATION; TERMINATION


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

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



SECTION FIVE

AMENDMENT OF AGREEMENT


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

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

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



by:           Kevin M. Ryan                      	by:          
Robert E. Killen             
            Secretary-Treasurer	                   
President