SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM N-8A
ADOPTION OF AND AMENDMENT TO NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
Investment Company Act File No.  811- 04963
The undersigned, a Delaware business trust, hereby 
notifies the U.S. Securities and Exchange Commission (the 
"Commission") that the Trust hereby adopts the Notification of 
Registration of the Berwyn Income Fund, Inc., a Pennsylvania 
corporation, under and pursuant to the provisions of Section 8(a) of 
the Investment Company Act of 1940, as amended, and in connection with 
such notification of registration submits the following information:
Name:  	The Berwyn Funds
(a Delaware business trust, as successor 
registrant to the Berwyn Income Fund, 
Inc., a Pennsylvania corporation)
Address of Principal Business Office (No.  & Street, City, State, Zip 
Code):
1189 Lancaster Avenue
Berwyn, PA  19312
Telephone Number (including area code):  1-800-992-6757
Name and address of agent for service of process:
Kevin M. Ryan, Esq.
The Berwyn Funds
1189 Lancaster Avenue
Berwyn, PA  19312
Check Appropriate Box:
Registrant is filing an Amendment to its 
Registration Statement pursuant to 
Section 8(b) of the Investment Company 
Act of 1940, as amended, concurrently 
with the filing of Form N-8A :
YES   [   ]	NO	[X]
Item 1.	Exact name of Registrant:  The Berwyn Funds
Item 2.	State and Date of Organization:  Delaware; February 4, 1999
Item 3.	Form of organization:  business trust
Item 4.	Classification of Registrant:  management company
Item 5(a).	Registrant is an open-end company.
Item 5(b).	Registrant is a diversified investment company.
Item 6.	Name and address of Investment Adviser of Registrant:
The Killen Group, Inc.
1189 Lancaster Avenue
Berwyn, PA  19312

Item 7.	Trustees and Officers of the Registrant:
Robert E. Killen, Chairman, President, Chief Executive 
Officer and Trustee
Edward A. Killen, II, Executive Vice President and 
Trustee
Anthony N. Carrelli, Trustee
Denis P. Conlon, Trustee
Deborah D. Dorsi, Trustee
Kevin M. Ryan, Treasurer and Secretary 

The address for each of the trustees and officers of 
the Registrant:
1189 Lancaster Avenue
Berwyn, PA  19312

Item 8.	Not Applicable.
Item 9(a).	No.
Item 9(b).	Not Applicable.
Item 9(c).	Yes.  The Registrant, The Berwyn Funds, proposes to 
begin a public offering of its 
securities commencing after the 
closing of the reorganization of the 
Berwyn Income Fund, Inc. and The 
Berwyn Fund, Inc. (both of which are 
currently registered investment 
companies engaged in public 
offerings of their securities) into 
corresponding series of shares of 
beneficial interest of the 
Registrant, which is scheduled to 
occur on this date, April 30, 1999, 
after 4:00 p.m.  In this 
reorganization the Registrant will 
receive all of the assets and 
liabilities of the Berwyn Income 
Fund, Inc. and The Berwyn Fund, Inc. 
in exchange for shares of the 
Registrant.   
Item 9(d).	No.
Item 9(e).	Not Applicable.
Item 10.	Current value of Registrant's total assets:   None 

Item 11.	No.
Item 12.	None.

		SIGNATURES
Pursuant to the requirements of the Investment Company 
Act of 1940, as amended, the Registrant has caused this Adoption of 
and Amendment to Notification of Registration to be duly signed on its 
behalf in the City of Berwyn, and the Commonwealth of Pennsylvania on 
the 30th day of April, 1999.


THE BERWYN FUNDS


By  ___/s/_ Robert 
E. Killen_________
	Robert E. 
Killen, 
President and
	Chief 
Executive 
Officer


Attest:	__/s/_Kevin M. Ryan _________
Kevin M. Ryan, Treasurer and Secretary
 	On February 12, 1999, The Berwyn Funds filed Post-Effective 
Amendment No. 14 to the registration statement on Form N-lA of the 
Berwyn Income Fund, Inc. in connection with the reorganization of 
the Berwyn Income Fund, Inc. and The Berwyn Fund, Inc., a 
Pennsylvania corporation, as separate series of The Berwyn Funds.  
By and in Post-Effective Amendment No. 14, which was filed 
pursuant to Rule 485(a) under the Securities Act of 1933, as amended 
(the "1933 Act"), The Berwyn Funds adopted the registration 
statement of the Berwyn Income Fund, Inc. as the registration 
statement of The Berwyn Funds pursuant to Rule 414 under the 1933 
Act.

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