PricewaterhouseCoopers


To the Board of Directors of
Berwyn Income Fund, Inc.

In planning and performing our audit of the financial statements of 
Berwyn Income Fund, Inc. (the "Fund") for the year ended December 31, 
1998, we considered its internal control, including control activities 
for safeguarding securities, in order to determine our auditing 
procedures for the purpose of expressing our opinion on the financial 
statements and to comply with the requirements of Form N-SAR, not to 
provide assurance on internal control.

The management of the Fund is responsible for establishing and 
maintaining internal control.  In fulfilling this responsibility, 
estimates and judgments by management are required to assess the 
expected benefits and related costs of controls.  Generally, controls 
that are relevant to an audit pertain to the entity's objective of 
preparing financial statements for external purposes that are fairly 
presented in conformity with generally accepted accounting principles.  
These controls include the safeguarding of assets against unauthorized 
acquisition, use or disposition.

Because of inherent limitations in any internal control, errors or 
irregularities may occur and not be detected.  Also, projection of any 
evaluation of internal control to future periods is subject to the 
risk that it may become inadequate because of changes in conditions or 
that the effectiveness of the design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose 
all matters in internal control that might be material weaknesses 
under standards established by the American Institute of Certified 
Public Accountants.  A material weakness is a condition in which the 
design or operation of one or more of the internal control components 
does not reduce to a relatively low level the risk that misstatements 
caused by error or fraud in amounts that would be material in relation 
to the financial statements being audited may occur and not be 
detected within a timely period by employees in the normal course of 
performing their assigned functions.  However, we noted no matters 
involving internal control and its operation, including controls for 
safeguarding securities, that we consider to be material weaknesses as 
defined above as of December 31, 1998.

This report is intended solely for the information and use of 
management and the Board of Directors of the Fund and the Securities 
and Exchange Commission.



PricewaterhouseCoopers LLP

February 12, 1999


Sub Item 77L:  Changes in accounting principles and practices.

	Effective January 1, 1998, the Fund began to amortize premiums 
and accrete discounts to interest income over the life of the bonds.  
In adopting the new accounting principles, the Fund increased the cost 
of investments at January 1, 1998 by $3,225,781.  In addition, at 
January 1, 1998 the Fund increased undistributed net investment income 
and decreased unrealized appreciation by the same amount. 

Sub Item 77C:  Submissions of matters to a vote of security holders

(a)	The annual meeting of security holders was held on March 27, 
1998.

(b)	At this meeting, five proposals were submitted for shareholder 
vote.  

	The first proposal was the election of directors.  The 
nominees were Robert E. Killen, Denis P. Conlon, Anthony N. Carrelli, 
Edward, A. Killen and William H. Vonier.  All nominees were elected.  
The votes were as follows:  Robert E. Killen, 7,081,694 for and 
169,001 against; Denis P. Conlon, 7,087,612 for and 163,083 against; 
Anthony N. Carrelli, 7,087,846 for and 162,849 against; Edward A. 
Killen, 7,094,598 for and 156,097 against; and William H. Vonier, 
7,094,598 for and 156,097 against.

	The second proposal was the approval of the Investment 
Advisory Agreement between the Fund and The Killen Group, Inc.  The 
renewal of the Agreement was approved.  The votes were 7,046,669 and 
134,325 abstained. 

	The third proposal was the ratification of the appointment of 
Price Waterhouse LLP as the Fund's independent accountants for 1998.  
The votes were 7,110,565 for approval, 41,183 against and 98,946 
abstained.

	The fourth proposal was to amend the Articles of Incorporation 
to increase the number of authorized shares from 20,000,000 to 
100,000,000.  The votes were 6,693,650 for amendment, 317,674 against, 
and 239,369 abstained.

	The final proposal was to amend a fundamental investment 
restriction and bylaws to permit the Fund purchase and sell Rule 144A 
Securities.  The votes were 5,319,855 for amendment, 415,831 against, 
253,857 abstained, and there were 1,261,150 broker non-votes.