BERWYN FUND

a series of 
THE BERWYN FUNDS



	Shareholder Services	a no load
	c/o PFPC Inc.	mutual fund
	P. O. Box 8987	
	Wilmingto, DE  19899	800-992-6757





PROSPECTUS
April 30, 1999




This Prospectus describes shares of the Berwyn 
Fund, one of the series of The Berwyn Funds (the 
"Trust").  Shares of Berwyn Fund are sold on a no-
load basis.





The Securities and Exchange Commission has not 
approved or disapproved these securities or passed 
upon the adequacy of this prospectus.  Any 
representation to the contrary is a criminal 
offense.


TABLE OF CONTENTS

Page

Carefully review these sections which 
summarizes the Fund's investments, 
risks, performance and fees
Risk/Return Summary

Performance

Fees and Expenses of the Fund

3

4

5


This section contains important 
additional information, including the 
Fund's principal investment 
strategies and risks


Investment Objective, Principal Investment 
Strategies and Related Risks


6

This sections contains details on the 
management of the Fund

Management and Organization

10






Turn to this section for information 
on how to open and maintain your 
account, including how to purchase, 
sell and exchange Fund shares

Shareholder Information

Distribution and Taxes

Distributor


11

12

13

This sections contains important 
financial information on the Fund

Financial Highlights

14





RISK/RETURN SUMMARY 

Investment Objective of the Fund
The Berwyn Fund (the "Fund") seeks to achieve long-term capital 
appreciation; current income is a secondary consideration. 

Principal Investment Strategies of the Fund
The Fund invests in common stocks and fixed income securities that 
offer a potential for capital appreciation.  Under normal market 
conditions at least 80% of the value of the Fund's net assets will be 
invested in common stocks.  The principal strategy of the Fund is to 
achieve long term growth through investments in equities that the 
Fund's investment adviser (the "Adviser") believes are undervalued.  
However, during periods of stock market adversity the Fund may take a 
more defensive position through the use of investment grade and/or 
junk bonds, as well as preferred stocks.  The use of higher yielding 
securities also serves to offset the normal operating expenses of the 
Fund.  Up to twenty percent of the Fund may be invested in fixed 
income securities.

Principal Risks of Investing in the Fund
? Although the Fund will strive to achieve its goal, there is no 
assurance that it will.  Common stock prices are subject to 
market, economic and business risks that will cause their prices 
to fluctuate over time.  While common stocks have historically 
been a leading choice of long term investors, stock prices may 
decline over short or even extended periods.  Therefore, the value 
of your investment in the Fund may go down and you could lose 
money.
 
? Using its investment approach may result in the Fund investing in 
securities that are not in favor with other investment advisers or 
brokers or securities of lesser known companies.  The Fund's 
investment success depends on the skill of the Adviser in 
evaluating, selecting, and monitoring the Fund's investments.  If 
the Adviser's conclusions about growth rates or stock values are 
incorrect, the Fund may not perform as anticipated. 
 
? High yield bonds ("junk bonds") entail greater risks than those 
found in higher rated bonds.  High yield bonds are below 
investment grade instruments based on the significant risk of 
issuer default.  High yield bonds and other fixed income 
securities are sensitive to interest rate changes.  Generally, 
when interest rates rise, the prices of fixed income securities 
fall.  The longer the maturity of fixed income securities, the 
greater is the impact from interest rate changes.  The value of 
the Fund's investments will also vary with bond market conditions.
 
? Other risks of high yield bonds include the market's relative 
youth, price volatility, sensitivity to economic changes, limited 
liquidity, valuation difficulties and special tax considerations.
 
? Lastly, the Fund is considered "non-diversified" under federal 
laws and regulations.  This means that the Fund may invest a 
greater portion of its net assets in the shares of individual 
companies than a diversified fund could.  Changes in the financial 
condition or market assessment of these companies may cause 
greater fluctuations in the share value of the Fund than in the 
share value of a diversified fund.
 
 
 An investment in the Fund is not a deposit of any bank 
and is not insured or guaranteed by the Federal Deposit 
Insurance Corporation (FDIC) or any other government 
agency.

 PERFORMANCE
 
 The bar chart and table can help you evaluate the potential risks of 
investing in the Berwyn Fund.  They show changes in the Fund's yearly 
performance over the life of the Fund and compare the Fund's average 
annual returns for the past one-year, five-year, and ten-year periods.  
Investment performance also often reflects the risks associated with 
the Fund's investment objective and policies.   You should keep in 
mind that the Fund's past performance is not necessarily an indication 
of the Fund's future performance.

 
 
 

 
 
 Average Annual Total Return as of 12/31/98
 
 	1 Year	5 Years	10 Years
 	Fund	-18.90%	7.65%	10.01%
 	Russell 2000 Index*	-2.55%	11.87%	12.92%
 
 
 * The Russell 2000 Index is an unmanaged index of securities and 
does not include the actual costs of fund operations or management 
expenses.
 

 FEES AND EXPENSES OF THE FUND
 
 As an investor, you pay certain fees and expenses in connection with 
the Fund, which are described in the table below.  
 
 
 Shareholder Transaction Fees+
 (Fees paid directly from your investment)
 Maximum Sales Charge (load) on Purchases ( as a 
percentage of offering price)
 None
 Sales Charge on Reinvested Dividends
 None
 Redemption Fees*
 1.00%
 Exchange Fees
 None
 Annual Fund Operating Expenses
 (Expenses that are deducted from Fund assets)
 Management Fee
 1.00%
 Distribution and Service (12b-1) Fees
 0.00%
 Other Expenses
 0.20%
 Total Fund Operating Expenses
 1.20%
 
 
 +  Shareholder transaction fees are paid from your account.  
Annual fund operating expenses are paid out of Fund assets, so 
that their effect is included in the share price.  The Fund has no 
sales charges (loads) or Rule 12b-1 distribution fees and minimal 
shareholder transaction fees.
 
 *  A redemption fee of 1.00% is assessed if shares are redeemed in 
less than one year from the date of purchase.
 
 
 EXAMPLE 
 
 This Example is intended to help you compare the cost of investing in 
the Berwyn Fund with the cost of investing in other mutual funds.  The 
Example assumes that you invest $10,000 in the Fund for the time 
periods indicated and then redeem all of your shares at the end of 
those periods.  The Example also assumes that your investment has a 5% 
return each year and that the Fund's operating expenses remain the 
same.  Although your actual costs may be higher or lower, based on 
these assumptions, your costs would be:
 
 
 
 One Year
 Three Years
 Five Years
 Ten Years
 Berwyn Fund
 $122
 $381
 $660
 $1,455
 
 

 INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES 
 AND RELATED RISKS
 
 The investment objective of the Berwyn Fund is to seek long-term 
(i.e., greater than one year) capital appreciation; current income is 
a secondary consideration.  The Fund is a non-diversified, open-end 
management investment company.  Being non-diversified means that the 
Fund may invest a greater portion of its net assets in the shares of 
individual issuers. 
 
 Even though the Fund is considered non-diversified, it has placed 
restrictions on its investment policy for purposes of diversification.  
Two particularly significant restrictions are: (1) with respect to 50% 
of the value of its total assets, the Fund will not, at the time of 
purchase, invest more than 5% of the value of its total assets, at 
market value, in the securities of any one issuer, except the 
securities of the U.S. government, and (2) with respect to the other 
50% of the market value of its total assets, the Fund will not invest 
at the time of purchase more than 15% of the market value of its total 
assets in any single issuer.  With these two restrictions, 
hypothetically, the Fund could hold a portfolio with investments in as 
few as 14 issuers.  The Fund does not anticipate having a portfolio 
with as few as 14 issuers.  The investment policy of the Adviser has 
been to use two basic guidelines in the management of investment 
portfolios: (1) the initial investment in any single issuer must 
comprise less than 5% of the total value of the assets in a portfolio 
and (2) the initial investment in any one industry must comprise less 
than 20% of the total value of the assets in a portfolio.  (The 
maximum that the Fund will invest in any industry will be 25% of the 
value of its total assets).  Under normal market conditions, the Fund 
follows the 5% and 20% guidelines of the Adviser.  The Fund will 
always adhere to this 25% limitation.
 
 The Fund invests in what it believes to be undervalued common stock 
and fixed income securities that offer a potential for long-term 
capital appreciation.  This approach can often result in selecting 
securities that are not being recommended by other investment advisers 
and/or brokerage firms.  In addition, this approach can often result 
in the selection of securities of lesser known companies.  The Fund, 
however, only invests in corporations that have been in business for 
at least five years and have a minimum of $10,000,000 in assets.  
Also, the Fund only invests in securities listed on national exchanges 
or on the over-the-counter market.  
 
 The Adviser is a "value" manager.  Where value is found in the 
marketplace is dependent upon many factors, including the level of 
inflation, price-to-earnings ratios, as compared to interest rates, 
stock market psychology and political factors.  Over its history, the 
Adviser has, more often than not, found small-capitalization stocks to 
offer more value than large-capitalization stocks.  Consequently, the 
performance of the Fund has been typified by the Russell 2000 
composite stock index, a smaller capitalization index.  At the present 
time the average weighted market capitalization for the Fund is under 
$900 million, which is comparable to that of the Russell 2000.
 
 Common Stocks - Under normal market conditions, the Fund invests at 
least 80% of the value of its net assets in common stocks.  The Fund 
selects common stock investments from three broad areas: (1) companies 
selling substantially below their book value; (2) companies selling at 
a low valuation to their present earnings level; and (3) companies 
judged by the Adviser to have above-average growth prospects over the 
next three-to-five year period and to be selling, in the opinion of 
the Adviser, at small premiums to their book value, or at modest 
valuations to their present earnings level.  
 
 The Adviser believes that (i) its strategy of investing in undervalued 
common stock offers the potential for long-term capital appreciation 
above that of the leading stock market indices (i.e., Dow Jones 
Industrial Average, Standard & Poor 500 Index, Russell 2000 and the 
Value Line Composite), and (ii) use of the guidelines of the Adviser 
for portfolio management together with the investment restrictions 
previously described will lessen the risks in this investment 
approach.
 
 Corporate Bonds - A corporate bond is an interest-bearing debt 
security issued by a corporation.  The issuer has a contractual 
obligation to pay interest at a stated rate on specific dates and to 
repay principal (the bond's face value) on a specified date.  An 
issuer may have the right to redeem ("call") a bond before maturity.
 
 While the bond's annual interest income established by the coupon rate 
may be fixed for the life of the bond, its yield (income as a percent 
of current price) will reflect current interest rate levels.  The 
bond's price rises and falls so that its yield remains reflective of 
current market conditions.  Bond prices usually rise when interest 
rates fall and conversely, bond prices fall when interest rates rise.  
 
 While the portfolio of the Fund emphasizes investment in common stock, 
the Fund may invest up to 20% of the value of its net assets in fixed 
income securities (corporate bonds and preferred stocks.)  The Fund 
invests in fixed income securities when the Adviser believes 
prevailing interest rates offer long-term capital appreciation.  The 
fixed income securities selected may include securities with any of 
the ratings listed by Standard & Poor's Ratings Group ("S&P") and 
Moody's Investors Service, Inc. ("Moody's"), including securities with 
a S&P D rating, a Moody's C rating and unrated securities that are 
determined by the Adviser to be of equivalent quality.  (See 
Appendices A and B in the Statement of Additional Information for 
S&P's and Moody's definitions of bond ratings.)  Fixed income 
corporate debt securities that have a BBB or Baa rating have 
speculative characteristics and are riskier investments than debt 
securities rated A (S&P's or Moody's rating) and higher.  Fixed income 
securities that have credit ratings lower than BBB (S&P's rating) or a 
Baa (Moody's rating) are commonly referred to as "junk bonds".  These 
lower rated securities are speculative investments and investment in 
them is riskier than an investment in a fixed income security with a 
rating of BBB or Baa or higher.  The ability of the issuer of a lower 
rated security to pay income or repay principal in accordance with the 
terms of the obligation may be impacted more severely by adverse 
economic conditions or a business downturn than the ability of an 
issuer of higher rated securities.  Unrated securities may or may not 
be considered more creditworthy than lower rated securities.  
 
 Temporary Defensive Positions - Although the Fund will normally invest 
according to its objective 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 with the highest investment grade rating 
(A-1 by S & P and P-1 by Moody's Commercial Paper Ratings), repurchase 
agreements, U.S. treasury bills, or treasury notes and treasury bonds 
backed by the "full faith and credit" of the U.S. Government, or the 
Fund may hold cash.  Investment 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.
 

 Risks of Investing in the Fund
 
 Investing in any mutual fund such as the Fund involves risk, including 
the risk that you may receive little or no return on your investment, 
and the risk that you may lose part or all of the money you invest.  
Before you invest in the Fund you should carefully evaluate the risks.  
Because of the nature of the Fund, you should consider an investment 
to be a long-term investment that typically provides the best results 
when held for a number of years.  The following are the chief risks 
you assume when investing in the Fund.
 
 Because the Fund is a non-diversified fund, an investment in the Fund 
may be a greater risk than an investment in a diversified fund.  Bond 
prices usually rise when interest rates fall and conversely, bond 
prices fall when interest rates rise.  If a bond is subject to a call 
and is called before maturity, the Fund may have to reinvest the 
proceeds at lower market rates.
 
 The following table highlights other risks associated with investing 
in the Fund.
 
 
 Risks
 How the Fund Manages These Risks
 Market Risk is the risk that all or a majority 
of the securities in a certain market - like the 
stock or bond market - will decline in value 
because of factors such as economic conditions, 
future expectations or investor confidence.  If 
the value of the majority of common stocks held 
by the Fund increases in value, then the net 
assets of the Fund and an investment in the Fund 
would normally increase in value.  If there is a 
decline in the value of a majority of the common 
stocks of the Fund, then the net assets of the 
Fund and investment in the Fund would normally 
decline in value.
 
 The Fund maintains a long-term investment approach 
and focus on stocks we believe can appreciate over 
an extended time frame regardless of interim 
market fluctuations.  The Fund does not try to 
predict overall stock market movements and do not 
trade for short-term purposes.
 
 Industry and Security Risk is the risk that the 
value of securities in a particular industry or 
the value of an individual stock or bond will 
decline because of changing expectations for the 
performance of that industry or for the 
individual company issuing the stock or bond.
 
 The Adviser follows a rigorous selection process 
before choosing securities for the Fund.
 
 
 Lower Rated, High Yield, High Risk Fixed Income 
Securities include those securities rated lower 
than BBB by S&P and Baa by Moody's.  Securities 
of this type are considered to be of poor 
standing and predominantly speculative as to 
their ability to repay interest and principal.
 
 
 The Fund may invest in fixed income securities 
that are listed in national exchanges or on the 
over-the-counter market.  The Adviser will attempt 
to minimize the risks of investing in medium grade 
and high yield, high risk bonds by doing a credit 
analysis of the issuer, monitoring the Fund's 
investments and the investment environment in 
general.  The credit rating is not the only 
criterion for selection.  The Adviser examines the 
financial structure of each issuer and with regard 
to these 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 bonds than is the 
case in selecting higher quality securities.  
However, there can be no guarantee that the issuer 
of the bonds in which the Fund invests will not 
default or that the securities will not decline in 
value.
 
 Portfolio Turnover rates reflect the amount of 
securities that are replaced from the beginning 
of the year to the end of the year by the Fund.  
The degree of portfolio activity may affect 
brokerage costs and other transaction costs of 
the Fund, as well as taxes payable by 
shareholders that are subject to federal income 
tax. 
 
 The Fund normally will not invest for short-term 
trading purposes.  However, the Fund may sell 
securities without regard to the length of time 
they have been held.  The Fund anticipates that 
the portfolio turnover rate of the Fund will not 
exceed 100%.
 
 Small Company Investment Risk includes the 
general risks of investing in common stocks such 
as market, economic and business risk that cause 
their prices to fluctuate over time.  
Historically, smaller capitalization stocks have 
been more volatile in price than larger 
capitalization stocks.  Among the reasons for 
the greater price volatility of these securities 
are the lower degree of liquidity in the markets 
for such stocks, and the potentially greater 
sensitivity of such small companies to changes 
in or failure of management, and in many other 
changes in competitive, business, industry and 
economic conditions, including risks associated 
with limited production, markets, management 
depth, or financial resources.
 
 The securities of companies with small revenues 
and capitalizations, in which the Fund invests, 
may offer greater opportunity for capital 
appreciation than larger companies.
 
 For additional information about the Fund's investment policies, 
please see the Statement of Additional Information.
 
 Year 2000 Issue
 
 Like all mutual funds, the Fund and its service providers utilize 
systems that must accurately process date related information on or 
after January 1, 2000.  If systems used by the Fund or its service 
providers are negatively affected by the Year 2000 issue, the Fund may 
not be able to handle securities trades, payments of interest and 
dividends, or pricing and account services.  Although, at this time, 
there can be no assurance that there will be no adverse impact on the 
Fund, the Fund's service providers have advised the Fund that they 
have been actively working on necessary changes to their computer 
systems to prepare for the Year 2000 and expect that their systems, 
and those of other parties they deal with, will be prepared in time 
for that event.  The Adviser has reviewed the types of securities and 
debt obligations held as investments by the Fund to determine the 
impact of the Year 2000 issue on the returns and relative safety of 
principal of such securities and debt obligations.  Based on this 
review, the Adviser does not believe the Year 2000 issue poses any 
substantial risk for such returns and safety of principal.
 
 
 MANAGEMENT AND ORGANIZATION
 
 The Fund commenced operations as a series of shares of The Berwyn 
Funds, a Delaware business trust, on April 30, 1999 in a 
reorganization of its predecessor, The Berwyn Fund, Inc.  In the 
reorganization, the Fund succeeded to all the business, assets and 
liabilities of its predecessor.
 
 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, Chief Executive 
Officer and sole shareholder of the Adviser.
 
 Robert Killen is also the President and Chairman of the Board of the 
Trust.  He is the person primarily responsible for the day-to-day 
management of the Berwyn Fund's portfolio.  He managed the portfolio 
of The Berwyn Fund, Inc., the predecessor of the Berwyn Fund, from May 
4, 1984, the date of that Fund's public offering, until April 30, 
1999.  Robert Killen has over twenty-five years experience as an 
investment adviser.  In 1969, Robert Killen cofounded Compu-Val 
Management Associates, an investment advisory firm and was a 50% 
partner until February 1983.  At that time, The Killen Group, Inc., 
replaced him as the 50% partner.  The partnership of Compu-Val 
Management Associates was dissolved on December 31, 1983 and The 
Killen Group, Inc. continued its advisory business as a separate 
entity.  
 
 As of December 31, 1998, The Killen Group, Inc. was managing 335 
individual investment portfolios worth approximately $367 million.  On 
December 31, 1998, The Berwyn Fund, Inc. had over $62 million in net 
assets.
 
 Investment Management Fees
 
 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 of Trustees.  For the advisory services it provides, the 
Adviser receives a fee of 1.00% of the Fund's average daily net 
assets.  The advisory fee payable to the Adviser by the Berwyn Fund is 
higher than that of many mutual funds. 
 
 Subject to the policies established by the Trust's Board of Trustees, 
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 Funds.
 

 SHAREHOLDER INFORMATION
 
 Buying Shares
 
 You may buy shares of the Fund without a sales charge.  Your price for 
Fund shares is the Fund's net asset value per share (NAV).  Your order 
will be priced at the next NAV calculated after the Fund's Transfer 
Agent receives your order.  The Fund also has arrangements that permit 
third parties to accept orders on the Fund's behalf, so that investors 
can receive the NAV calculated after the order is received in good 
order by the third party.
 
 The NAV is calculated as of the close of trading on the New York Stock 
Exchange (the "Exchange") (4:00 p.m. Eastern Time) every day the 
Exchange is open.  If we receive your order after the close of 
trading, you will pay the next business day's price.  Currently, the 
Exchange is closed when the following holidays are observed:  New 
Year's Day, Martin Luther King, Jr.'s Birthday, President Day, Good 
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and 
Christmas.
 
 The NAV is determined by dividing the value of the Fund's securities, 
cash and other assets, minus all expense and liabilities, by the 
number of shares outstanding.  The Fund's securities are valued each 
day at their market value, which usually means the last quoted sale 
price on the security's principal exchange.  If market quotes are not 
readily available, securities will be priced at their fair value as 
determined in good faith by the Fund's Board of Trustees.
 
 Minimum Investment
 
? The minimum initial investment for the Fund is $3,000 per 
investor.  This investment may be divided by a single investor 
among different investment accounts in the Fund or between 
accounts in the Berwyn Fund and Berwyn Income Fund, another series 
of the Trust, that total $3,000 in the aggregate.  Subsequent 
investments must be at least $250.
 
? For an Individual Retirement Account (IRA), the investment is 
$1,000.  The minimum initial investment for a spousal IRA is $250.  
Subsequent investments in IRA accounts must be at least $250.  
There are no minimum investment requirements for an investment by 
pension or profit sharing plan or a custodial account established 
for the benefit of a minor.
 
 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.
 
 In Kind Purchases
 
 An investor may exchange securities for shares of the Fund.  For 
taxable investors an exchange of securities for shares of the Fund 
will be a taxable exchange.  The securities must meet the Fund's 
investment objectives and policies.  The securities will be valued in 
the same way that the Fund's portfolio is valued for purposes of 
calculating the NAV.  Please contact the Adviser for further 
information.
 
 Exchange of Shares
 
? You may exchange your shares of one Fund for shares of Berwyn 
Income Fund, another series of the Trust.  The initial minimums 
for the Funds must be met ($1,000 for IRAs and no minimum initial 
investment for pension or profit sharing plans or custodial 
accounts for minors.).  
 
? Shares may also be exchanged for shares in the Rodney Square Fund 
or the Rodney Square Tax-Exempt Fund.  These 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 next NAV of the funds involved that is 
determined after a request for an exchange has been received.  The 
minimum initial investment for each of the Rodney Square Funds is 
$1,000.  A shareholder may request an exchange by calling 1 (800) 
992-6757 between (9:00 a.m. and 4:00 p.m. Eastern Time) on any 
business day or by writing to the Fund's Transfer Agent.
 
? A shareholder in the Fund, however, will only be permitted to 
exchange shares in his or her account for shares of one of the 
other funds 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 he or she wishes.  The 
Fund reserves the right to amend or change the exchange privilege 
upon 60 days' notice to shareholders.
 
 Redeeming Shares
 
? You may redeem your shares at any time.  The shares will be 
redeemed at the next NAV calculated after the Fund's Transfer 
Agent has received the redemption request.  You may redeem your 
shares by sending a written request to the Fund's Transfer Agent.  
If you have selected the telephone redemption option on your 
application, you may redeem up to $5,000 worth of shares by 
calling the Transfer Agent at 1 (800) 992-6757 on any business day 
between the hours of 9:00 a.m. and 4:00 p.m. Eastern Time.  The 
Fund will use reasonable procedures to confirm that instructions 
communicated by telephone are genuine and, if the procedures are 
followed, will not be liable for any losses due to unauthorized or 
fraudulent telephone transactions.
 
? Generally, there is no sales charge for redeeming shares.  The 
Fund, however, does charge a 1% redemption fee on shares held for 
less than one year.  The fee is charged on the proceeds of the 
redemption.  The fee is paid to the Fund and included in its net 
assets for the benefit of the remaining shares.  This fee is 
waived for those who buy and sell shares of the Fund through third 
parties.

Shareholders may buy and sell shares of the Fund through broker 
dealers who may charge a fee for such service.  In addition, if a 
shareholder redeems shares through the Transfer Agent and requests 
that the proceeds be wired to the shareholder, the Transfer Agent may 
charge the shareholder a wiring fee.


DISTRIBUTION AND TAXES

The Fund distributes annually all of its net investment income and any 
net realized capital gains.  Unless a shareholder requests otherwise 
in the account application, dividends and capital gains distributions 
will be automatically reinvested in shares of the Fund at the NAV on 
the Fund's ex-dividend date.  

In general, Fund distributions are taxable to you as either ordinary 
income or capital gains.  This is true whether you reinvest your 
distributions in additional shares of the Fund or receive them in 
cash.  Any capital gains the Fund distributes are taxable to you as 
long-term capital gains no matter how long you have owned your shares.

It is not ordinarily to you advantage to buy shares in the Fund 
shortly before the Fund makes a distribution because part of your 
investment will come back to you as a taxable distribution.

Every January, you will receive a statement that shows the tax status 
of distributions you received for the previous year.  Distributions 
declared in December but paid in January are taxable as if they were 
paid in December.  The Adviser expects that the majority of the 
payments from the Fund will be long-term capital gains distributions.

When you sell or redeem your shares of the Fund, you may have a 
capital gain or loss.  For tax purposes, an exchange of your Fund 
shares for shares of the Berwyn Income Fund, the Rodney Square Fund or 
the Rodney Square Tax-Exempt Fund is the same as a sale.  The 
individual tax rate on any gain from the sale or exchange of your 
shares depends on how long you have held your shares.

Fund distributions and gains from the sale or exchange of your shares 
will generally be subject to state and local income tax.  Non-U.S. 
investors may be subject to U.S. withholding and estate tax.  You 
should consult you tax advisor about the federal, state, local or 
foreign tax consequences of your investment in the Fund.

By law, the Fund is required to withhold 31% of your taxable 
distributions and proceeds if you do not provide your correct taxpayer 
identification number (TIN) or certify that your TIN is correct, or if 
the IRS instructs us to do so.


DISTRIBUTOR

Berwyn Financial Services Corp. ("Berwyn Financial"), located at 1189 
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 Trust.  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 to 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 
continues to bear the expenses of all filing or notification fees 
incurred in connection with the registration of shares under state 
securities laws.  



FINANCIAL HIGHLIGHTS 

The financial highlights table is intended to help you understand the 
Berwyn Fund's financial performance and reflects the financial 
performance of The Berwyn Fund, Inc., the predecessor of the Fund, for 
the past 5 years.  Certain information reflects financial results for 
a single Fund share.  The total returns in the table represent the 
rate that an investor would have earned or lost on an investment in 
the Fund (assuming reinvestment of all dividends and distributions). 


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


		        			     YEAR ENDED

12/31/98
12/31/97
12/31/96
12/31/95
12/31/94






Net Asset Value, Beginning of Year
$22.01
$19.69
$19.43
$17.55
$17.67

______
______
______
______
______
Income from Investment Operations:
       Net Investment Income (Loss)
       Net Realized and Unrealized 
Gains
	(Losses) on Securities

(0.09)

(4.11)

0.00

5.06

(0.02)

2.78

0.00

3.34

0.02

0.65

______
______
______
______
______
	Total from Investment 
Operations
(4.20)
5.06
2.76
3.34
0.67

______
______
______
______
______






Less Distributions:





       Dividends from Net Investment 
Income
0.00
0.00
0.00
(0.01)
(0.01)
       Distributions from Net 
Realized Gains
(0.85)
(2.74)
(2.50)
(1.45)
(0.78)

______
______
______
______
______
	Total Distributions
(0.85)
(2.74)
(2.50)
(1.46)
(0.79)

______
______
______
______
______
Net Asset Value, End of Year
$16.96
$22.01
$19.69
$19.43
$17.55

______
______
______
______
______






	Total Return
(18.90%)
26.05%
14.35%
19.18%
3.90%






Ratios/Supplemental Data:





Net Assets, End of Period (000)
$62,862
$100,406
$94,056
$97,234
$63,522






Ratio of Expenses to Average Net 
Assets
1.20%
1.20%
1.21%
1.23%
1.33%






Ratio of Net Investment Income (Loss) 
to
       Average Net Assets

(0.45%)

(0.02%)

(0.10%)

0.04%

0.l1%






Portfolio Turnover Rate
19%
26%
32%
32%
24%



Berwyn Fund

More information about the Fund's investments is available in the 
Fund's Annual and Semi-Annual Reports to Shareholders.  In the Fund's 
Annual Report to Shareholders, you will find a discussion of the 
market conditions and investment strategies that significantly 
affected the performance of the Fund's predecessor during its last 
fiscal year.  You can find more detailed information about the Fund in 
the current Statement of Additional Information ("SAI"), which we have 
filed with the Securities and Exchange and which is legally a part of 
this prospectus.  If you want a free copy of the SAI, the Annual or 
Semi-Annual Report, or if you have any questions about investing in 
the Fund, you can write to us at the Berwyn Fund, Shareholder 
Services, c/o PFPC, P. O. Box 8987, Wilmington, DE  19899 or call toll 
free 1-800-992-6757.

You can find reports and other information about the Fund on the SEC 
web site (http://www.sec.gov), or you can get copies of this 
information after payment of a duplicating fee, by writing to the 
Public Reference Section of the SEC, Washington, DC  20549-6009.  
Information about the Fund, including the SAI, can be reviewed and 
copied at the SEC Public Reference Room in Washington, D.C.  You can 
get information on the public reference room by calling the SEC at 
800-SEC-0330.


Shareholder Services

PFPC Inc.
P.O. Box 8987
Wilmington, Delaware 19899

800-992-6757 (toll-free)


(Investment Company Act File Number 811-4963)




	BERWYN INCOME FUND

a series of 
THE BERWYN FUNDS



	Shareholder Services	a no load
	c/o PFPC Inc.	mutual fund
	P. O. Box 8987	
	Wilmingto, DE  19899	800-992-6757



<PAGE>

PROSPECTUS
April 30, 1999




This Prospectus describes shares of Berwyn Income 
Fund, one of the series of The Berwyn Funds (the 
"Trust").  Shares of Berwyn Income Fund are sold on 
a no-load basis.




The Securities and Exchange Commission has not 
approved or disapproved these securities or passed 
upon the adequacy of this prospectus.  Any 
representation to the contrary is a criminal 
offense.


TABLE OF CONTENTS

Page

Carefully review these sections which 
summarize the Fund's investments, 
risks, performance and fees
Risk/Return Summary

Performance

Fees and Expenses of the Fund

3

4

5



This section contains important 
additional information, including the 
Fund's principal investment 
strategies and risks


Investment Objective, Principal Investment 
Strategies and 
Related Risks


6


This sections contains details on the 
management of the Fund

Management and Organization

10






Turn to this section for information 
on how to open and maintain your 
account, including how to purchase, 
sell and exchange Fund shares

Shareholder Information

Distribution and Taxes

Distributor


11

12

13

This sections contains important 
financial information on the Fund

Financial Highlights

14





RISK/RETURN SUMMARY 

Investment Objective of the Fund

Berwyn Income Fund's investment objective is to provide investors with 
current income while seeking to preserve capital by taking what the 
Fund considers reasonable risks. 

Principal Investment Strategies of the Fund

The Fund intends to achieve its objective through investment in 
corporate bonds, preferred stocks, U.S. Treasury bonds and notes, debt 
securities issued by U.S. Government agencies and dividend paying 
common stocks.  The Fund's investment adviser (the "Adviser") 
determines the percentage of each category of security to hold based 
upon the prevailing economic and market conditions.  The Fund, 
however, does allow investment in common stocks when the value of the 
common stocks in the Fund's portfolio is equal to or less than 30% of 
the value of the Fund's net assets.  The Fund uses value criteria in 
selecting the Fund's investments.

Normally, the Fund will invest in a diversified portfolio consisting 
of a mix of securities, such as corporate bonds, preferred stocks and 
common stocks.  The Adviser may invest 100% of the Fund's net assets 
in corporate bonds or preferred stocks.  If the Adviser decides it is 
appropriate, the Adviser may invest all of the Fund's net assets in 
lower rated, high yield, high risk bonds or "junk bonds."  The average 
maturities of bonds purchased for the Fund are typically five to ten 
years.  The duration of bonds purchased for the Fund will typically 
vary from three to seven years.  The Adviser has the discretion to 
vary the average duration of the bond portfolio in order to take 
advantage of prevailing trends in interest rates.

Principal Risks of Investing in the Fund

? Although the Fund will strive to achieve its goal, there is no 
assurance that it will.  The value of the Fund's investments will 
fluctuate with market conditions and as a result the value of your 
investment in the Fund will fluctuate.  You could lose money on 
your investment in the Fund, or the Fund could underperform other 
investments.  
 
? High yield bonds entail greater risks than those found in higher 
rated bonds.  High yield bonds are below investment grade 
instruments based on the significant risk of issuer default.  High 
yield bonds and other fixed income securities are sensitive to 
interest rate changes.  Generally, when interest rates rise, the 
prices of fixed income securities fall.  The longer the maturity 
of fixed income securities, the greater is the impact from 
interest rate changes.  The value of the Fund's investment will 
also vary with bond market conditions.
 
? Other risks of high yield bonds include the market's relative 
youth, price volatility, sensitivity to economic changes, limited 
liquidity, valuation difficulties and special tax considerations.

? The prices of common stocks and preferred stocks are subject to 
market, economic and business risks that will cause their prices 
to fluctuate over time.  The Fund may invest in preferred and 
common stocks with limited liquidity.  The Fund can invest in the 
preferred or common stock of companies with small market 
capitalizations.  Such preferred or common stock tend to have less 
liquidity than the stock of companies with large market 
capitalizations.  The preferred stock of large companies, however, 
may also have limited liquidity, particularly if the size of the 
issue of such stock is small.

An investment in the Fund is not a deposit of any bank 
and is not insured or guaranteed by the Federal Deposit 
Insurance Corporation (FDIC) or any other government 
agency.


PERFORMANCE

The bar chart and table can help you evaluate the potential risks of 
investing in Berwyn Income Fund.  They show changes in the Fund's 
yearly performance over the life of the Fund and compare the Fund's 
average annual returns for the past one-year, five-year, and ten-year 
periods.  Investment performance also often reflects the risks 
associated with the Fund's investment objective and policies.  You 
should keep in mind that the Fund's past performance is not 
necessarily an indication of the Fund's future performance.
























Average Annual Total Return as of 12/31/98

	1 Year	5 Years	10 Years
	Fund	-4.57%	8.13%	11.20%
	BIG*	8.71%	7.30%		9.31%
	HYC**	3.98%	9.53%		11.42%
	LII+	8.12%	11.37%		11.98%

* Salomon Smith Barney Broad Investment Grade Bond Index ("BIG") 
is an unmanaged index of investment grade bonds and does not 
include the costs of fund operating or management expenses.
** Salomon Smith Barney High Yield Composite Index ("HYC") is a 
widely recognized unmanaged index of high yield securities, and 
does not include the costs of fund operating or management 
expenses.
+ Lipper Income Fund Index ("LII") is an unmanaged composite of 
the performance of income funds, funds that invest primarily in 
fixed income securities.




FEES AND EXPENSES OF THE FUND

As an investor, you pay certain fees and expenses in connection with 
the Fund, which are described in the table below.


Shareholder Transaction Fees*
(Fees paid directly from your investment)
Maximum Sales Charge (load) on Purchases 
(as a percentage of offering price)
None
Sales Charge on Reinvested Dividends
None
Exchange Fees
None
Annual Fund Operating Expenses
(Expenses that are deducted from Fund assets)
Management Fee
0.50%
Distribution and Service (12b-1) Fees
0.00%
Other Expenses
0.16%
Total Fund Operating Expenses
0.66%


*  Shareholder transaction fees are paid from your account.  
Annual fund operating expenses are paid out of Fund assets, so 
that their effect is included in the share price.  The Fund has 
no sales charges (loads) or Plan 12b-1 distribution fees and 
minimal shareholder transaction fees.


EXAMPLE

This Example is intended to help you compare the cost of investing in 
the Fund with the cost of investing in other mutual funds.  The 
Example assumes that you invest $10,000 in the Fund for the time 
periods indicated and then redeem all of your shares at the end of 
those periods.  The Example also assumes that your investment has a 5% 
return each year and that the Fund's operating expenses remain the 
same.  Although your actual costs may be higher or lower based on 
these assumptions your costs would be:



One Year
Three Years
Five Years
Ten Years
Berwyn Income Fund
$67
$211
$368
$822




INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RELATED RISKS

The Berwyn Income Fund's investment objective is to provide investors 
with current income while seeking to preserve capital by taking what 
the Fund considers reasonable risks.  The Fund invests in corporate 
bonds, U.S. Treasury bonds and notes, debt securities issued by U.S. 
Government Agencies, preferred stocks, and dividend paying common 
stocks.  The Fund may invest any percentage of its net assets in the 
foregoing securities the Adviser deems appropriate, except common 
stocks.  The Adviser may not purchase common stocks when the value of 
the common stocks that the Fund owns is equal to 30% or more of the 
Fund's net assets.  The Adviser would not be required to sell any 
common stocks owned if the value of the common stocks exceeded 30% of 
net assets due to appreciation of the common stocks or depreciation in 
the Fund's other securities.

The Adviser uses value criteria in selecting the Fund's investments.  
The value criteria can lead the Adviser to invest a significant 
portion of the portfolio in securities of small companies.  

Corporate Bonds - The Fund seeks to achieve its objective by investing 
in the corporate bonds 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.  A corporate bond 
is an interest-bearing debt security issued by a corporation.  The 
issuer has a contractual obligation to pay interest at a stated rate 
on specific dates and to repay principal (the bond's face value) on a 
specified date.  An issuer may have the right to redeem ("call") a 
bond before maturity.

While the bond's annual interest income established by the coupon rate 
may be fixed for the life of the bond, its yield (income as a percent 
of current price) will reflect current interest rate levels.  The 
bond's price rises and falls so that its yield remains reflective of 
current market conditions. 

The Adviser will select corporate bonds on the basis of current yield 
and secondarily on the basis of anticipated long term return.  The 
average maturities of bonds purchased for the Fund are typically five 
to ten years.  The duration of bonds purchased for the Fund will 
typically vary from three to seven years.  The Adviser has the 
discretion to vary the average duration of the bond portfolio in order 
to take advantage of prevailing trends in interest rates.

When selecting corporate bonds the Adviser will take into account the 
rating the bond has received from S&P and Moody's.  The Adviser has 
the discretion to invest in bonds with any rating as long as the 
issuer is not in default in the payment of interest or principal.  The 
Adviser may also invest in unrated bonds and may purchase bonds in 
private transactions.

Bonds rated A or higher by S&P and Moody's are considered high grade 
securities and have the three highest ratings for creditworthiness.  
Bonds 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.  Bonds 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.  Bond 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.

At December 31, 1998, the Fund's portfolio was invested in investment 
grade and high yield, high risk corporate bonds, preferred and common 
stocks and closed-end mutual funds.  Listed below are the percentages 
of the portfolio invested at December 31, 1998, in securities with 
various bond ratings published by Moody's and S&P as well as the 
percentages invested in unrated bonds, preferred and common stocks and 
closed end mutual funds:

Moody's Ratings:
	A:  8.8%; Baa:  14.2%; Ba:  1.7%; B:  20.4%; Caa:  0.2%; 
Unrated:  17%

S&P Ratings:
AA:  7.3%; BBB: 17.9%; BB:  3.4%; B:  16.7%; Unrated:  17%

Preferred and Common Stocks and Closed-End Investment 
Companies:  
Preferred Stocks:  19.1%; Common Stocks:  18.2%; Closed-End 
Investment Companies:  0.4%

The Fund will not invest in corporate bonds 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.

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.  The Adviser 
uses a value criteria in selecting preferred and common stock.  The 
portfolio allocations to preferred and common stock are determined by 
the Adviser based upon the market valuation of these securities 
relative to corporate bonds.  The outlook for the economy is also a 
consideration.  During periods of economic strength, greater emphasis 
is placed on preferred and common stock.  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 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 or 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.

Temporary Defensive Positions - Although the Fund will normally invest 
according to its objective 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 with the highest investment grade rating 
(A-1 by S & P and P-1 by Moody's Commercial Paper Ratings), repurchase 
agreements, U.S. treasury bills, or treasury notes and treasury bonds 
backed by the "full faith and credit" of the U.S. Government, or the 
Fund may hold cash.  Investment 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.  When the 
Fund invests for temporary defensive purposes, the Fund may not 
achieve its investment objective.

Risks of Investing in the Fund

Investing in any mutual fund such as the Fund involves risk, including 
the risk that you may receive little or no return on your investment, 
and the risk that you may lose part or all of the money you invest.  
Before you invest in the Fund you should carefully evaluate the risks.  
Because of the nature of the Fund, you should consider an investment 
to be a long-term investment that typically provides the best results 
when held for a number of years.  The following are the chief risks 
you assume when investing in the Fund.

Bond prices usually rise when interest rates fall and conversely, bond 
prices fall when interest rates rise.  If the bond is subject to a 
call and is called before maturity, the Fund may have to reinvest the 
proceeds at lower market rates.

Issuers of high yield, high risk bonds 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 
bonds 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 flows 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 bonds because such 
securities are unsecured and are often subordinated to other creditors 
of the issuer. 

In addition to the risk of default, holders of high yield, high risk 
bonds also face the risk of greater market volatility than the holders 
of investment grade bonds.  Changes in the general level of interest 
rates normally affect the market value and yield of corporate bonds.  
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 interest rate level rose, bonds 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 bonds 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 bonds 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 bonds may become thin and market liquidity may 
be significantly reduced.  Even under normal conditions, the market 
for high yield, high risk bonds may be less liquid than the market for 
investment grade bonds.  In periods of reduced market liquidity, the 
prices of high yield, high risk bonds may become more volatile and 
these securities may experience sudden and substantial price declines. 

In addition to bonds that are rated, the Fund also invests in unrated 
bonds.  These securities may or may not be more speculative than 
investment grade securities.  The risks of investing in unrated bonds 
depend upon the creditworthiness of the issuer, changes in interest 
rates and economic and market factors.  The Adviser will determine the 
creditworthiness of an unrated debt security and the issuer's ability 
to meet the interest and principal obligations of such security. 

The following table highlights other risks associated with investing 
in the Fund.


Risks
How The Fund Manage These Risks
Market Risk is the risk that all or a majority 
of the securities in a certain market - like the 
stock or bond market - will decline in value 
because of factors such as economic conditions, 
future expectations or investor confidence.

The Fund maintains a long-term investment approach.  
It manages market risk primarily through 
diversification--of asset classes, of industry 
sectors, of company names, and in relation to bonds, 
of maturities.  The Fund does not try to predict 
overall market movements and does not trade for short-
term purposes.

Industry and Security Risk is the risk that the 
value of securities in a particular industry or 
the value of an individual stock or bond will 
decline because of changing expectations for the 
performance of that industry or for the 
individual company issuing the stock or bond.

The Berwyn Income Fund limits its assets invested in 
any one industry and in any individual security.  The 
Adviser also follows a rigorous selection process 
before choosing securities for the Fund.


Lower Rated, High Yield, High Risk Fixed Income 
Securities include those securities rated lower 
than BBB by S&P or Baa by Moody's.  Securities 
of this type are considered to be of poor 
standing and predominantly speculative as to 
their ability to repay interest and principal.


The Fund may invest in fixed income securities that 
are listed in national exchanges or on the over-the-
counter market.  The Adviser will attempt to minimize 
the risks of investing in medium grade and high yield, 
high risk bonds by doing a credit analysis of the 
issuer, monitoring the Fund's investments and the 
investment environment in general.  The credit rating 
is not the only criterion for selection.  The Adviser 
examines the financial structure of each issuer and 
with regard to these 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 bonds than 
is the case in selecting higher quality securities.  
However, there can be no guarantee that the issuer of 
the bonds in which the Fund invests will not default 
or that the securities will not decline in value.  

Portfolio Turnover rates reflect the amount of 
securities that are replaced from the beginning 
of the year to the end of the year by the Fund.  
The degree of portfolio activity may affect 
brokerage costs and other transaction costs of 
the Fund, as well as taxes payable by 
shareholders that are subject to federal income 
tax. 

The Fund normally will not invest for short-term 
trading purposes.  However, the Fund may sell 
securities without regard to the length of time they 
have been held.  The Fund anticipates that the 
portfolio turnover rate will not exceed 100%.

Small Company Investment Risk includes the 
general risks of investing in common stocks such 
as market, economic and business risk that cause 
their prices to fluctuate over time.  
Historically, smaller capitalization stocks have 
been more volatile in price than larger 
capitalization stocks.  Among the reasons for 
the greater price volatility of these securities 
are the lower degree of liquidity in the markets 
for such stocks, and the potentially greater 
sensitivity of such small companies to changes 
in or failure of management, and in many other 
changes in competitive, business, industry and 
economic conditions, including risks associated 
with limited production, markets, management 
depth, or financial resources.

The securities of companies with small revenues and 
capitalizations in which the Fund invests, may offer 
greater opportunity for capital appreciation than 
larger companies.

For additional information about the Fund's investment policies, 
please see the Statement of Additional Information.


Year 2000 Issue

Like all mutual funds, the Fund and its service providers utilize 
systems that must accurately process date related information on or 
after January 1, 2000.  If systems used by the Fund or its service 
providers are negatively affected by the Year 2000 issue, the Fund may 
not be able to handle securities trades, payments of interest and 
dividends, or pricing and account services.  Although, at this time, 
there can be no assurance that there will be no adverse impact on the 
Fund, the Fund's service providers have advised the Fund that they 
have been actively working on necessary changes to their computer 
systems to prepare for the Year 2000 and expect that their systems, 
and those of other parties they deal with, will be prepared in time 
for that event.  The Adviser has reviewed the types of securities and 
debt obligations held as investments by the Fund to determine the 
impact of the Year 2000 issue on the returns and relative safety of 
principal of such securities and debt obligations.  Based on this 
review, the Adviser does not believe the Year 2000 issue poses any 
substantial risk for such returns and safety of principal.


MANAGEMENT AND ORGANIZATION

The Fund commenced operations as a series of shares of The Berwyn 
Funds, a Delaware business trust, on April 30, 1999 in a 
reorganization of its predecessor, the Berwyn Income Fund, Inc.  In 
the reorganization, the Fund succeeded to all the business, assets and 
liabilities of its predecessor.

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, Chief Executive 
Officer and sole shareholder of the Adviser.  Robert Killen is also 
the President and Chairman of the Board of Trustees of the Trust.

Edward A. Killen, II is primarily responsible for the day-to-day 
management of the Berwyn Income Fund.  He managed the portfolio of the 
Berwyn Income Fund, Inc., the predecessor of the Berwyn Income Fund, 
from July 1, 1994 to April 30, 1999.  He has managed the Berwyn Income 
Fund since April 30, 1999.  Edward Killen has over twenty year's 
investment management experience.  In 1978 he started work at Compu-
Val Management Associates as a portfolio manager.  In February 1983, 
he assumed his current position as Vice President and Secretary of the 
Adviser.

As of December 31, 1998, The Killen Group, Inc. was managing 335 
individual investment portfolios worth approximately $367 million.  On 
December 31, 1998, Berwyn Income Fund had net assets of over $103 
million. 

Investment Management Fees

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 of Trustees.  For its investment advisory services, the 
Adviser receives a fee of 0.50% of the Fund's average daily net 
assets.  

Subject to the policies established by the Trust's Board of Trustees, 
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.


SHAREHOLDER INFORMATION

Buying Shares

You may buy shares of the Fund without a sales charge.  Your price for 
Fund shares is the Fund's net asset value per share (NAV).  Your order 
will be priced at the next NAV calculated after your order is received 
by the Fund's Transfer Agent.  The Fund also has arrangements that 
permit third parties to accept orders on the Fund's behalf, so that 
investors can receive the NAV calculated after the order is received 
in good order by the third party.

The NAV is calculated as of the close of trading on the New York Stock 
Exchange (the "Exchange") (4:00 p.m. Eastern Time) every day the 
Exchange is open.  If we receive your order after the close of 
trading, you will pay the next business day's price.  Currently, the 
Exchange is closed when the following holidays are observed:  New 
Year's Day, Martin Luther King, Jr.'s Birthday, President Day, Good 
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and 
Christmas.

The NAV is determined by dividing the value of the Fund's securities, 
cash and other assets, minus all liabilities, by the number of shares 
outstanding.  The Fund's securities are valued each day at their 
market value, which usually means the last quoted sale price on the 
security's principal exchange.  If market quotes are not readily 
available, securities will be priced at their fair value as determined 
in good faith by the Board of Trustees.

Minimum Investment

? The minimum initial investment for each Fund is $3,000 per 
investor.  This investment may be divided by a single investor 
among different investment accounts in each Fund or between 
accounts in the Berwyn Income Fund and Berwyn Fund, another series 
of the Trust, that total $3,000 in the aggregate.  Subsequent 
investment must be at least $250.
 
? For an Individual Retirement Account (IRA), the investment is 
$1,000.  The minimum initial investment for a spousal IRA is $250.  
Subsequent investments in IRA accounts must be at least $250.  
There are no minimum investment requirements for an investment by 
pension or profit sharing plan or a custodial account established 
for the benefit of a minor.
 
 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.
 
 In Kind Purchases
 
 An investor may exchange securities for shares of the Fund.  For 
taxable investors an exchange of securities for shares of the Fund 
will be a taxable exchange.  The securities must meet the Fund's 
investment objectives and policies.  The securities will be valued in 
the same way that the Fund's portfolio is valued for purposes of 
calculating the NAV.  Please contact the Adviser for further 
information.
 
 Exchange of Shares
 
? You may exchange your shares of the Fund for shares of another 
fund managed by the Adviser.  The initial minimums for the Fund 
must be met ($1,000 for IRAs and no minimum initial investment for 
pension or profit sharing plans or custodial accounts for 
minors.).  
 
? Shares may also be exchanged for shares in the Rodney Square Fund 
or the Rodney Square Tax-Exempt Fund.  These 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 next NAV of the funds involved that is 
determined after a request for an exchange has been received.  The 
minimum initial investment for each of the Rodney Square Funds is 
$1,000.  A shareholder may request an exchange by calling 1 (800) 
992-6757 between (9:00 a.m. and 4:00 p.m. Eastern Time) on any 
business day or by writing to the Fund's Transfer Agent.
 
? A shareholder in the Fund, however, will only be permitted to 
exchange shares in his or her account for shares of one of the 
other funds 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 he or she wishes.  The 
Fund reserves the right to amend or change the exchange privilege 
upon 60 days' notice to shareholders.
 
 Redeeming Shares
 
? You may redeem your shares at any time.  The shares will be 
redeemed at the next NAV calculated after the redemption request 
has been received by the Fund's Transfer Agent.  You may redeem 
your shares by sending a written request to the Fund's Transfer 
Agent.  If you have selected the telephone redemption option on 
your application, you may redeem up to $5,000 worth of shares by 
calling the Transfer Agent at 1 (800) 992-6757 on any business day 
between the hours of 9:00 a.m. and 4:00 p.m. Eastern Time.  The 
Fund will use reasonable procedures to confirm that instructions 
communicated by telephone are genuine and, if the procedures are 
followed, will not be liable for any losses due to unauthorized or 
fraudulent telephone transactions.
 
? Generally, there is no sales charge for redeeming shares.  

Shareholders may buy and sell shares of the Fund through broker 
dealers who may charge a fee for such service.  In addition, if a 
shareholder redeems shares through the Transfer Agent and requests 
that the proceeds be wired to the shareholder, the Transfer Agent may 
charge the shareholder a wiring fee.


DISTRIBUTION AND TAXES

The Fund distributes annually substantially all of its net investment 
income and any net realized capital gains.  Dividends from net 
investment income will be paid quarterly.  Unless a shareholder 
requests otherwise in the account application, dividends and capital 
gains distributions will be automatically reinvested in shares of the 
Fund at the NAV on the Fund's ex-dividend date.  

In general, Fund distributions are taxable to you as either ordinary 
income or capital gains.  This is true whether you reinvest your 
distributions in additional shares of the Fund or receive them in 
cash.  Any capital gains the Fund distributes are taxable to you as 
long-term capital gains no matter how long you have owned your shares.  
It is not ordinarily to your advantage to buy shares in the Fund 
shortly before the Fund makes a distribution because part of your 
investment will come back to you as a taxable distribution.

Every January, you will receive a statement that shows the tax status 
of distributions you received for the previous year.  Distributions 
declared in December but paid in January are taxable as if they were 
paid in December.

When you sell or redeem your shares of the Fund, you may have a 
capital gain or loss.  For tax purposes, an exchange of your Fund 
shares for shares of the Berwyn Fund, the Rodney Square Fund or the 
Rodney Square Tax-Exempt Fund is the same as a sale.  The individual 
tax rate on any gain from the sale or exchange of your shares depends 
on how long you have held your shares.

Fund distributions and gains from the sale or exchange of your shares 
will generally be subject to state and local income tax.  Non-U.S. 
investors may be subject to U.S. withholding and estate tax.  You 
should consult your tax advisor about the federal, state, local or 
foreign tax consequences of your investment in the Fund.

By law, the Fund is required to withhold 31% of your taxable 
distributions and proceeds if you do not provide your correct taxpayer 
identification number (TIN) or certify that your TIN is correct, or if 
the IRS instructs us to do so.


DISTRIBUTOR

Berwyn Financial Services Corp. ("Berwyn Financial"), located at 1189 
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 Trust.  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 to 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 
continues to bear the expenses of all filing or notification fees 
incurred in connection with the registration of shares under state 
securities laws.  


FINANCIAL HIGHLIGHTS 

The financial highlights table is intended to help you understand Berwyn 
Income Fund's financial performance and reflects the financial 
performance of the Berwyn Income Fund, Inc., the predecessor of the 
Fund, for the past 5 years.  Certain information reflects financial 
results for a single Fund share.  The total returns in the table 
represent the rate that an investor would have earned or lost on an 
investment in the Fund (assuming reinvestment of all dividends and 
distributions).  


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD



								  YEAR 
ENDED

12/31/98(1)
12/31/97
12/31/96
12/31/95
12/31/94






Net Asset Value, Beginning of Year
$12.51
$12.31
$11.95
$10.75
$11.63

______
______
______
______
______
Income from Investment Operations:
       Net Investment Income
       Net Realized and Unrealized 
Gains
	(Losses) on Securities

0.90

(1.44)

0.77

0.84

0.76

0.87

0.73

1.48

0.73

(0.85)

______
______
______
______
______
	Total from Investment 
Operations
(0.54)
1.61
1.63
2.21
(0.12)

______
______
______
______
______






Less Distributions:
       From Net Investment Income

(0.92)

(0.77)

(0.80)

(0.70)

(0.73)
       From Net Realized Gains
(0.15)
(0.64)
(0.47)
(0.31)
(0.03)
       From Capital
(0.18)
(0.00)
(0.00)
(0.00)
(0.00)

______
______
______
______
______
	Total Distributions
(1.25)
(1.41)
(1.27)
(1.01)
(0.76)

______
______
______
______
______
Net Asset Value, End of Year
$10.72
$12.51
$12.31
$11.95
$10.75

______
______
______
______
______
	Total Return
(4.57%)
13.36%
$13.99%
21.0%
(1.10%)






Ratios/Supplemental Data:
Net Assets, End of Period (000)

$103,624

$180,823

$137,166

$119,552

$55,825






Ratio of Expenses to Average Net 
Assets
0.66%
0.65%
0.68%
0.73%
0.93%
Ratio of Net Investment Income to
       Average Net Assets

6.27%

6.15%

6.35%

6.78%

7.20%
Portfolio Turnover Rate
31%
53%
38%
39%
30%


(1)   	Effect of change in accounting principal (see Note 5 to the 
financial statements) is to increase per share net income by 
$0.04 and ratio of net investment income to average net assets 
by 0.3%.



BERWYN INCOME FUND


More information about the Fund's investments is available in the 
Fund's Annual and Semi-Annual Reports to Shareholders.  In the Fund's 
Annual Report to Shareholders, you will find a discussion of the 
market conditions and investment strategies that significantly 
affected the performance of the Fund's predecessor during its last 
fiscal year.  You can find more detailed information about the Fund in 
the current Statement of Additional Information ("SAI"), which we have 
filed with the Securities and Exchange and which is legally a part of 
this prospectus.  If you want a free copy of the SAI, the Annual or 
Semi-Annual Report, or if you have any questions about investing in 
the Fund, you can write to us at Berwyn Income Fund, Shareholder 
Services, c/o PFPC, P. O. Box 8987, Wilmington, DE  19899 or call toll 
free 800-992-6757.

You can find reports and other information about the Fund on the SEC 
web site (http://www.sec.gov), or you can get copies of this 
information after payment of a duplicating fee, by writing to the 
Public Reference Section of the SEC, Washington, DC  20549-6009.  
Information about the Fund, including the SAI, can be reviewed and 
copied at the SEC Public Reference Room in Washington, D.C.  You can 
get information on the public reference room by calling the SEC at 
800-SEC-0330.


Shareholder Services

PFPC Inc.
P.O. Box 8987
Wilmington, Delaware 19899

800-992-6757 (toll-free)


(Investment Company Act File Number 811-4963)



THE BERWYN FUNDS
Berwyn Fund, a Series of The Berwyn Funds
Shareholders Services
c/o PFPC Inc.
P. O. Box 8987
Wilmington, DE  19899
1 (800) 992-6757

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

April 30, 1999




This Statement of Additional Information ("SAI") is not a 
Prospectus.  The SAI is a document that relates to the Prospectus of 
the Berwyn Fund series (the "Fund") of The Berwyn Funds (the "Trust") 
dated April 30, 1999 and contains additional information regarding the 
Fund.  This SAI should be read in conjunction with the Prospectus.  
The Prospectus may be obtained by writing to the Fund at the above 
address or calling the 800 number.  The audited financial statements 
and notes thereto for the year ended December 31, 1998 of The Berwyn 
Fund, Inc. ("TBF"), the predecessor of the Fund, and the report of 
PricewaterhouseCoopers LLP, the Fund's independent accountants, on 
such financial statements (the "Report"), included in TBF's 1998 
Annual Report to Shareholders will be incorporated by reference in 
this SAI by amendment to the Trust's registration statement.


TABLE OF CONTENTS



Investment Policies and Risk Factors	  1

Investment Restrictions	  2

Investment Advisory Arrangements	  4

Expense Limitation	  5

Trustees and Officers	  5

Ownership of the Fund	  7

Portfolio Transactions and Brokerage Commissions	  7

Computation of Net Asset Value	  8

Share Purchases	  9

Distributor	  9

Redemption of Shares	  9

Calculation of Performance Data	10

General Information	11

Distribution and Taxes	12

Financial Statements	13

INVESTMENT POLICIES AND RISK FACTORS 
(See also "Investment Objectives, Principal Investment Strategies and 
Related Risks " in the Fund's Prospectus.)
The Fund is a no-load, non-diversified series of shares of The 
Berwyn Funds, an open-end management investment company that seeks 
long term (i.e., greater than one year) capital appreciation by 
investing in common stocks and fixed income securities that offer a 
potential for capital appreciation.  Current income is a secondary 
consideration.
Under normal market conditions, the Fund invests at least 80% 
of the value of its net assets in common stocks.  The Fund invests in 
common stocks that The Killen Group, Inc. (the "Adviser") considers 
to be selling at undervalued prices.  These are stocks selling 
substantially below their book value or at a low valuation to present 
earnings or are stocks of companies, judged by the Adviser, to have 
above average growth prospects and to be selling at a small premium 
to book value or at modest valuation to their present earnings level.
The investment approach of the Fund may be deemed "contrarian" 
in that it may lead the Fund to select stocks not recommended by 
other investment advisers or brokerage firms.
While the portfolio of the Fund emphasizes common stocks, the 
Fund may also invest up to 20% of the value of its net assets in 
fixed income securities.  The fixed income securities in which the 
Fund invests are corporate bonds and preferred stocks.  The Fund 
selects fixed income securities that have a potential for capital 
appreciation due to prevailing interest rates.
There are no restrictions on the Adviser as to the investment 
rating a fixed income corporate debt security must have in order to 
be purchased.  The Fund may purchase fixed income corporate debt 
securities in any investment grade rating listed by Standard & Poor's 
Ratings Group ("Standard & Poor's") and Moody's Investors Service, 
Inc. ("Moody's).  (See Appendices A and B for Standard & Poor's and 
Moody's definitions of Bond ratings.)  This means that the Fund may 
invest up to 20% of the value of its net assets in high yield, high 
risk corporate debt securities that are commonly referred to as "junk 
bonds".  These are corporate debt securities that are rated lower 
than BBB by Standard & Poor's and Baa by Moody's.  These securities 
have a low rating due to the fact that the issuers of the securities 
are not considered as creditworthy as the issuers of investment grade 
bonds.  There is the risk that the issuer of a lower rated security 
may default in the payment of interest and principal.  On the whole, 
these lower rated securities are considered speculative investments.
As of December 31, 1998, 0.60% of the Fund's net assets were 
invested in lower rated corporate debt securities.
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 with the highest 
investment grade rating (i.e., A-l and P-1, as defined in Standard & 
Poor's and Moody's Commercial Paper Ratings, respectively), 
repurchase agreements, U.S. Treasury bills, notes and bonds, or cash.
Investment by the Fund in a no-load money market fund will 
result in the Fund paying a management fee and other fund expenses on 
the money invested in such fund in addition to the operating expenses 
of the Fund.
The Fund's investment in securities issued by the U. S. 
Government does not mean the U.S. Government is required to provide 
financial support to the Fund.  
The Fund may also 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 bonds 
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.  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, 1998, the Fund was not invested in any REITs.
In a repurchase agreement a seller of a security, usually a 
banking institution or securities dealer, sells securities to the 
Fund and agrees with the Fund at the time of sale to repurchase the 
securities 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.  The Fund will only invest up to 5% of its net assets in 
repurchase agreements.  In the event of the bankruptcy of the seller 
of a repurchase agreement or the failure of a seller to repurchase 
the underlying securities as agreed upon, the Fund could experience 
losses.  Such losses could include a possible decline in the value of 
the underlying securities during the period while the Fund seeks to 
enforce its rights thereto and a possible loss of all or part of the 
income from such securities.  The Fund would also incur additional 
expenses enforcing its rights.  As of December 31, 1998, the Fund had 
no assets invested in repurchase agreements.

INVESTMENT RESTRICTIONS
The investment restrictions set forth below are fundamental 
policies of the Fund.  Fundamental policies may not be changed 
without approval by vote of a majority of the Fund's outstanding 
voting securities.  Under the Investment Company Act of 1940, as 
amended (the "1940 Act"), such approval requires the affirmative vote 
at a meeting of shareholders of the lesser of (a) more than 50% of 
the Fund's outstanding shares, or (b) at least 67% of shares present 
or represented by proxy at the meeting, 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)		purchase more than 10% of the outstanding voting 
securities of a single issuer;
(2)		invest more than 25% of the value of its total assets 
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 making of a loan;
(4)		buy or sell real estate, real estate mortgage loans, 
commodities, commodity futures contracts, puts, 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 (the "1933 Act") 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 1933 Act before they may be offered and 
sold to the public);
(10)		participate in a joint investment account; and
(11)		issue senior securities.
In addition, the Fund has the following restrictions:
(1)	With respect to 50% of its assets, the Fund will not 
at time of purchase invest more than 5% of its gross assets, at 
market value, in the securities of any one issuer (except the 
securities of the United States government); and
(2)	With respect to the other 50% of its assets, the Fund 
will not invest at the time of purchase more than 15% of the market 
value of its total assets in any single issuer.
The Fund has also adopted certain investment restrictions that 
are not fundamental policies.  These restrictions are that (i) the 
Fund will not invest in real estate limited partnerships or in oil, 
gas or other mineral leases, and (ii) the Fund's 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 Trustees.  But if any of these nonfundamental 
restrictions are changed, the Fund will give shareholders at least 60 
days' written notice.

INVESTMENT ADVISORY ARRANGEMENTS
(See also "Management of the Fund" in the Fund's Prospectus)
The Killen Group, Inc. is the investment adviser (the 
"Adviser") to the Fund.  Robert E. Killen is Chairman, Chief 
Executive Officer ("CEO") and sole shareholder of the Adviser.  
Edward A. Killen, II is Vice President and Secretary of the Adviser.  
Both Robert E. Killen and Edward A. Killen, II are Directors of the 
Adviser and Trustees of the Trust.  In addition, Robert E. Killen is 
President of the Trust.
The Adviser provides the Fund with investment management 
services.  Under the Contract for Investment Advisory Services between 
the Trust, on behalf of the Fund, and the Adviser (the "Contract"), 
dated March 26, 1999, 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 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, after 
the initial two-year term of the Contract, from year to year if 
continuation is specifically approved annually by either a majority of 
the Board of Trustees or a vote of a majority of the outstanding 
voting securities of the Fund.  Continuance of the Contract must also 
be approved annually by a majority of Trustees 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 Trustees or by a vote of a majority of the 
outstanding voting securities of the Fund.  The Adviser may terminate 
the Contract on sixty days' written notice to the Fund without payment 
of any penalty.  The Contract will be automatically and immediately 
terminated in the event of its assignment.
As compensation for its investment management services to the 
Fund under the Contract, the Adviser is entitled to receive monthly 
compensation at the annual rate of 1% of the average daily net assets 
of the Fund.  The fee is computed daily by multiplying the net assets 
for a day by 1% and dividing the result by 365.  At the end of the 
month, the daily fees are added and the resulting sum is paid to the 
Adviser.
TBF paid the Adviser $843,125 in fees in 1998, $947, 901 in 
1997, and $976,110 in 1996.

EXPENSE LIMITATION
The Contract provides that the Adviser's fee payable by the Fund 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 payable by the Fund) 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 payable by the Fund.  
Once the net assets of the Fund exceed $100 million, the expense 
limitation will be reduced to 1.5% of the average daily net assets of 
the Fund.  The expense limitation has not reduced the Adviser's fee 
since 1985.  In 1998, the Fund's ratio of total annual operating 
expenses to average net assets was 1.20%

TRUSTEES AND OFFICERS
The Board of Trustees oversees the management of the business 
of the Trust and the Fund.  The Board is elected initially by 
shareholders and thereafter Trustees are elected by the Board or the 
shareholders from time to time in accordance with the Trust's 
Agreement and Declaration of Trust and By-Laws.  The Board of Trustees 
sets broad policies for the Fund and has responsibility for 
supervision of the operations of the Fund.  The daily operations of 
the Fund are administered by employees of the Adviser under the 
Board's supervision.
The Trustees and executive officers of the Trust and their 
principal occupations for the past five years are set forth below:
Name, Age, Position
and Address	
Principal Occupation for the Past Five Year


*Robert E. Killen (57)
President & Trustee
1199 Lancaster Avenue
Berwyn, Pennsylvania
Director of Westmoreland Coal Co. (a mining company) since
July 1996.  Director and shareholder, Berwyn Financial Services
Corp. ("BFS"), a financial services company (registered as a broker-
dealer with the SEC since December 1993 and a member of the National 
Association of Securities Dealers, Inc. (the "NASD") since July 1994) 
since October 1991.  President and Director of the Berwyn Income 
Fund, Inc. ("BIF"), the predecessor of the Fund, and The Berwyn Fund, 
Inc. ("TBF") (both registered investment companies managed by the 
Adviser) from December 1986 to April 1999 and from February 1983 to 
April 1999, respectively.  Chairman, Chief Executive Officer 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.


*Anthony N. Carrelli (50)
Trustee
1189 Lancaster Avenue
Berwyn, Pennsylvania
Director of BIF from December 1996 to April 1999 and TBF from January 
1995 to April 1999.  Vice President of the Adviser since August 1986.
*Edward A. Killen, II (47)
Trustee
1189 Lancaster Avenue
Berwyn, Pennsylvania
Director, Secretary and shareholder of BFS since October 1991.  
Director of BIF from January 1995 to April 1999 and TBF from February 
1983 to January 1995 and from March 1999 to April 1999.  Vice 
President, Secretary and Director of the Adviser since February 1983.


Denis P. Conlon (51)
Trustee
1282 Farm Road
Berwyn, Pennsylvania
Director of BIF and TBF from June 1992 to April 1999.  President and 
Chief Executive Officer of CRC Industries (a worldwide manufacturer) 
since September 1996.  Vice President , Corporate Development, 
Berwind Corporation (diversified manufacturing and financial company) 
from 1990 to September 1996.


Deborah D. Dorsi (43)
Trustee
1801 Stanbridge Street
Norristown, Pennsylvania
Director of BIF and TBF from April 1998 to April 1999.  Retired 
industry executive since 1994.  Director Worldwide Customer Support, 
Kulick Soffa Industries, Inc. (Semi Conductor Equipment Manufacturer) 
from 1993 to 1994.  Corporate Account Manager for Kulick & Soffa 
Industries, Inc. prior to 1993.


Kevin P. Ryan (51)
Secretary-Treasurer
1199 Lancaster Avenue
Berwyn, Pennsylvania
President, Treasurer, Director and shareholder of BFS since October 
1991.  Director of BIF from December 1986 to January 1995.  Secretary 
and Treasurer of TBF from February 1983 to April 1999 and BIF from 
December 1986 to April 1999.  Director of TBF from February 1983 to 
March 1999.  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").  
Consequently, Robert E. Killen, Anthony N. Carrelli, and Edward A. 
Killen, II are the "Interested Trustees" of the Fund.  Robert E. 
Killen is an Officer, Director and sole shareholder of the Adviser.  
Robert E. Killen is also a Director of BFS, a registered broker-
dealer, and owns one-third 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 one-third of the outstanding shares of BFS.  
Kevin M. Ryan is legal counsel to the Adviser and an officer, Director 
and owner of one-third of the outstanding shares of BFS.  In addition, 
Robert E. Killen and Edward A. Killen, II are brothers and Kevin M. 
Ryan is brother-in-law to both.  BFS serves as the distributor for the 
Fund's shares in certain jurisdictions.
Mr. Conlon and Ms. Dorsi are the Trustees of the Trust who are not 
"interested persons" of the Trust as defined in the 1940 Act (the 
"Independent Trustees") and are paid a fee of $800 for each Board or 
Committee meeting attended and are reimbursed for any travel expenses 
by the Trust.  If a Board and Committee meetings are held on the same 
day, the Independent Trustees receive only one $800 fee for all 
meetings on the same day.  The Trust has not adopted a pension or 
retirement plan or any other plan that would afford benefits to its 
Trustees.
The Trust estimates that the Trust will pay Ms. Dorsi and Mr. Conlon 
each $3,200 for the Trust's initial fiscal year ending December 31, 
1999.  The Trust is not a part of any fund complex. 
Officers of the Trust are not paid compensation by the Trust or any 
fund complex for their work as officers and no fees are paid by the 
Trust or any fund complex to the Trustees that are not Independent 
Trustees 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 February 11, 1999, there are no shareholders of the Trust 
or the Fund.  As of February 1, 1999, there were 3,554,799 shares of 
TBF, the predecessor of the Fund, outstanding.  Charles Schwab & Co., 
101 Montgomery Street, San Francisco, CA was the record owner of 12% 
of the outstanding shares.  National Financial Services Corp., One 
World Financial Center, 200 Liberty Street, New York, NY was the 
record owner of 9% of the outstanding shares.  The records of the Fund 
do not indicate that any individual owned more than 5% of the 
outstanding shares of the Fund.  As of February 1, 1999, the Directors 
and officers of TBF as a group, owned beneficially and of record 
338,297 shares of TBF.  This amount constituted 9.5% of the 
outstanding shares of TBF.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Subject to policy established by the Trust's Board of Trustees, 
the Adviser is responsible for the Fund's portfolio decisions and the 
buying and selling of the Fund's portfolio securities.  In executing 
such transactions, the Adviser seeks 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 broker 
might have charged for effecting the same transaction, in recognition 
of the value of brokerage and research services provided by the broker 
that effects the transaction.
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 decision 
making responsibilities of the Adviser for the Fund.  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 of the Fund's portfolio 
securities and statistical services furnished either directly to the 
Fund or to the Adviser.  No effort is made in any given circumstance 
to determine the value of these materials or services or the amount by 
which they might have reduced expenses of the Adviser.  The Fund 
considers giving brokerage business to brokers who have assisted in 
the distribution of shares of the Fund.
The Board has adopted procedures pursuant to Rule 17e-1 under 
the 1940 Act that permit portfolio transactions to be executed through 
affiliated brokers.  In 1996, 1997, and 1998, BIF used an affiliated 
broker, BFS, pursuant to substantially the same procedures, and the 
Fund anticipates using BFS pursuant to its Rule 17e-1 procedures in 
its current fiscal year.
BFS is affiliated with the Fund because officers and Trustees 
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 1996, 1997 and 1998, respectively, TBF paid a total of 
$187,169, $115,779 and $109,726 in commissions to BFS.  This figure 
represents 62%, 50% and 53% of the total commissions paid by TBF, 
respectively.  The percentage of the Fund's aggregate dollar amount of 
transactions involving the payment of commissions effected through BFS 
was 77%, 74%, and 72%, respectively.
TBF paid brokerage Commissions of $207,140 in 1998, $231,239 in 
1997, and $303,958 in 1996.  The level of trading in 1998 was similar 
to the level in 1997.
The Adviser has other advisory clients which include 
individuals, trusts, pension and profit sharing funds, 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 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 at 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 "Buying Shares" in the Prospectus) 
The Fund offers shares for sale on a continuous basis.  The 
Fund does not impose a sales charge (load) on the purchase of the 
Fund's shares.  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.  The net asset value of shares can be expected to 
fluctuate daily.
The minimum initial investment is $3,000 per investor.  This 
investment may be divided by a single investor among different 
investment accounts in the Fund that total $3,000 in the aggregate or 
between accounts in the Fund and the Berwyn Income Fund series of the 
Trust.  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
BFS, a broker-dealer registered with the SEC and a member of 
the NASD, is the current distributor of the Fund's shares, pursuant to 
a selling agreement which became effective on April 30, 1999 (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 Trust's Board of Trustees and by the vote of a 
majority of the Trustees 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 "Redemption of Shares" in the Prospectus). 
The Fund will redeem all full and fractional shares of the Fund 
upon receipt of a written request in proper form.  The redemption 
price is the net asset value per share next determined after receipt 
of proper notice of redemption.  Shareholders liquidating their 
holdings will receive upon redemption all dividends reinvested through 
the date of redemption.

CALCULATION OF PERFORMANCE DATA
The average annual total returns of the Fund for one year, five 
years and ten years ended December 31, 1998 are listed below:
				One Year:	-18.90%
				Five Years:	7.65%
				Ten Years:	10.01%
The one-year performance is for the period January 1, 1998 to 
December 31, 1998.  The five-year period runs from January 1, 1994 to 
December 31, 1998 and the ten year-period runs from January 1, l988 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 a $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 the 
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 returns on a calendar year basis.  Listed below 
are the Fund's total returns for each calendar year from 1985 through 
1998:
January 1, 1985 - December 31, l985
23.6%
January 1, 1986 - December 31, l986
14.6%
January 1, 1987 - December 31, l987
2.9%
January 1, 1988 - December 31, l988
21.6%
January 1, 1989 - December 31, l989
16.5%
January 1, 1990 - December 31, 1990
-23.9%
January 1, 1991 - December 31, 1991
43.7%
January 1, 1992 - December 31, 1992
20.6%
January 1, 1993 - December 31, 1993
22.9%
January 1, 1994 - December 31, 1994
3.9%
January 1, 1995 - December 31, 1995
19.2%
January 1, 1996 - December 31, 1996
14.4%
January 1, 1997 - December 31, 1997
26.1%
January 1, 1998 - December 31, 1998
-18.90%

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
History and Capital Structure
The Fund is a series of shares of The Berwyn Funds, a Delaware 
business trust formed under the laws of the State of Delaware on 
February 4, 1999.  The Fund is the successor to TBF, a corporation 
organized under the laws of the Commonwealth of Pennsylvania in 
February, 1983, which was a no-load, non-diversified, open-end 
management investment company.  In a reorganization approved by vote 
of the shareholders of TBF and accomplished on April 30, 1999, all the 
assets and liabilities of TBF were transferred to the Fund and the 
shareholders of TBF became the shareholders of the Fund.  Thereafter 
the Fund has carried on the business of TBF.
The Fund has authorized an unlimited number of shares of 
beneficial interest, without 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.
Custodian
PNC Bank, 400 Bellevue Parkway, Suite 108, Wilmington, DE 19809 
is the custodian for 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 
PricewaterhouseCoopers LLP, 30 South 17th Street, Philadelphia, 
Pennsylvania, has been selected as the independent accountants for the 
Fund by the Board of Trustees.  PricewaterhouseCoopers LLP performs an 
annual audit of the financial statements of the Fund.
Litigation
The Fund is not involved in any litigation or other legal 
proceedings.

DISTRIBUTION AND TAXES
Distributions of Net Investment Income
	The Fund receives income generally in the form of dividends and 
interest on its investments.  This income, less expenses incurred in 
the operation of the Fund, constitutes the Fund's net investment 
income from which dividends may be paid to you.  Any distributions by 
the Fund from such income will be taxable to you as ordinary income, 
whether you take them in cash or in additional shares.  
Distributions of Capital Gains
	The Fund may derive capital gains and losses in connection with 
sales or other dispositions of its portfolio securities.  
Distributions from net short-term capital gains will be taxable to you 
as ordinary income.  Distributions from net long-term capital gains 
will be taxable to you as long-term capital gain, regardless of how 
long you have held your shares in the Fund.  Any net capital gains 
realized by the Fund generally will be distributed once each year, and 
may be distributed more frequently, if necessary, in order to reduce 
or eliminate excise or income taxes on the Fund.  
Information on the Tax Character of Distributions
	The Fund will inform you of the amount of your ordinary income 
dividends and capital gains distributions at the time they are paid, 
and will advise you of their tax status for federal income tax 
purposes shortly after the close of each calendar year.  If you have 
not held Fund shares for a full year, the Fund may designate and 
distribute to you, as ordinary income or capital gain, a percentage of 
income that is not equal to the actual amount of such income earned 
during the period of your investment in the Fund.  
Election to Be Taxed as a Regulated Investment Company
	The Fund has elected to be treated as a regulated investment 
company under Subchapter M of the Internal Revenue Code, has qualified 
as such for its most recent fiscal year, and intends to so qualify 
during the current fiscal year.  As a regulated investment company, 
the Fund generally pays no federal income tax on the income and gains 
it distributes to you.  The Board reserves the right not to maintain 
the qualification of the Fund as a regulated investment company if it 
determines such course of action to be beneficial to shareholders.  In 
such case, the Fund will be subject to federal, and possibly state, 
corporate taxes on its taxable income and gains, and distributions to 
you will be taxed as ordinary dividend income to the extent of the 
Fund's earnings and profits.  
Excise Tax Distribution Requirements
	To avoid federal excise taxes, the Internal Revenue Code 
requires the Fund to distribute to you by December 31 of each year, at 
a minimum, the following amounts:  98% of its taxable ordinary income 
earned during the calendar year; 98% of its capital gain net income 
earned during the twelve month period ending October 31, and 100% of 
any undistributed amounts from the prior year.  The Fund intends to 
declare and pay these amounts in December (or in January, which you 
treat as received in December) to avoid these excise taxes, but can 
give no assurances that is distributions will be sufficient to 
eliminate all taxes.  
Redemption of Fund Shares
	Redemptions and exchanges of Fund shares are taxable 
transactions for federal and state income tax purposes.  If you redeem 
your Fund shares, or exchange your Fund shares of the Berwyn Income 
Fund, the Rodney Square Fund or the Rodney Square Tax-Exempt Fund, the 
IRS will require that you report a gain or loss on your redemption or 
exchange.  If you hold your shares as a capital asset, the gain or 
loss that you realize will be capital gain or loss and will be long-
term or short-term, generally depending on how long you hold your 
shares.  Any loss incurred on the redemption or exchange of shares 
held for six months or less will be treated as a long-term loss to the 
extent of any long-term capital gains distributed to you by the Fund 
on those shares.  
	All or a portion of any loss that you realize upon the 
redemption of your Fund shares will be disallowed to the extent that 
you buy other shares in the Fund (through reinvestment of dividends or 
otherwise) within 30 days before or after your share redemption.  Any 
loss disallowed under these rules will be added to your tax basis in 
the new shares you buy.  
U.S. Government Obligations
	Many states grant tax-free status to dividends paid to you from 
interest earned on direct obligations of the U.S. government, subject 
in some states to minimum investment requirements that must be met by 
the Fund.  Investments in Government National Mortgage Association or 
Federal National Mortgage Association securities, bankers' acceptance, 
commercial paper and repurchase agreements collateralized by U.S. 
government securities do not generally qualify for tax-free treatment.  
The rules on exclusion of this income are different for corporations.  
Investment in Complex Securities
	The Fund may invest in complex securities.  These investments 
may be subject to numerous special and complex tax rules.  These rules 
could affect whether gains and losses recognized by the Fund are 
treated as ordinary income or capital gain, accelerate the recognition 
of income to the Fund and/or defer the Fund's ability to recognize 
losses.  In turn, these rules may affect the amount, timing or 
character of the income distributed to you by the Fund.  

FINANCIAL STATEMENTS
TBF's audited financial statements and notes thereto for the 
year ended December 31, 1998 and the report of PricewaterhouseCoopers 
LLP, TBF's independent accountants, on such financial statements (the 
"Report") which are included in TBF's 1998 Annual Report to 
Shareholders (the "Annual Report") and incorporated by reference in 
this SAI by amendment to the Trust's registration statement.  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 or calling (800) 992-
6757.  


APPENDIX A
DEFINITIONS OF STANDARD & POOR'S BOND RATINGS
	Standard & Poor's Ratings Group gives 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 of these ratings.
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 
CC the highest degree to 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.
C	The rating C is reserved for income bonds on which no interest 
is being paid.
D	Debt rated D is in default, and payment of interest and/or 
repayment of principal is in arrears.

APPENDIX B
MOODY'S BOND RATINGS
	Moody's Investor's Service, Inc. gives 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 of these ratings.
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.

<PAGE>

THE BERWYN FUNDS
Berwyn Income Fund, a Series of The Berwyn Funds
Shareholder Services 
c/o PFPC Inc.
P.O. Box 8987
Wilmington, DE  19899
1 (800) 992-6757


STATEMENT OF ADDITIONAL INFORMATION

April 30, 1999




This Statement of Additional Information ("SAI") is not a 
Prospectus.  The SAI is a document that relates to the Prospectus 
of the Berwyn Income Fund series (the "Fund") of The Berwyn Funds 
(the "Trust") dated April 30, 1999 and contains additional 
information regarding the Fund.  This SAI should be read in 
conjunction with the Prospectus.  The Prospectus may be obtained by 
writing to the Fund at the above address or calling the 800 number.  
The audited financial statements and notes thereto for the year 
ended December 31, 1998 of the Berwyn Income Fund, Inc. ("BIF"), 
the predecessor of the Fund, and the  report of 
PricewaterhouseCoopers LLP, the Fund's independent accountants, on 
such financial statements (the "Report"), included in BIF's 1998 
Annual Report to Shareholders will be incorporated by reference in 
this SAI by amendment to the Trust's registration statement.


TABLE OF CONTENTS


Investment Policies and Risk 
Factors...............................................................
 .....................	1

Investment 
Restrictions..........................................................
 ................................................	3

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

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

Trustees 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

Distribution and 
Taxes.................................................................
 .........................................	13

Financial 
Statements............................................................
 ..................................................	15

INVESTMENT POLICIES AND RISK FACTORS

(See also "Investment Objectives, Principal Investment Strategies and 
Related Risks" in the Fund's Prospectus.)
The Fund is a no-load, diversified series of shares of The 
Berwyn Funds, an 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, as a secondary consideration, 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.  
The Fund, however, may not invest in common stock when the value of 
the common stock in the Fund's portfolio equals or exceeds 30% of the 
value of the Fund's net assets. 
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") are considered investment grade corporate debt securities.  
Securities rated lower than BBB or Baa by these services are 
considered high yield securities.  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 U.S. Securities and Exchange Commission  
(the "SEC") 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 transactions that are exempt pursuant to Rule 144A 
under the 1933 Act.  The Fund will limit its investment in such 
restricted securities to no more than 10% of the value of its net 
asset.
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.
In an effort to minimize the risks associated with these 
securities, the Fund will only purchase Rule 144A Securities of 
companies that have publicly traded securities outstanding, have been 
in business a minimum of five 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.
In addition to corporate debt securities, the Fund may invest 
in the securities issued or guaranteed by the U.S. Government and its 
agencies 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 or by an instrumentality of the Government.  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.  
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.
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% or more 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 agreements or 
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 and other fund expenses 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.  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 bonds issued by REITs.  
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, 1998, 4.9% of the Fund's net 
assets were invested in REITs.
In a repurchase agreement a seller of securities, usually a 
banking institution or securities dealer, sells securities to the Fund 
and agrees with the Fund at the time of sale to repurchase the 
securities 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 
securities as agreed upon, the Fund could experience losses.  Such 
losses could include a possible decline in the value of the underlying 
securities during the period the Fund seeks to enforce its rights 
thereto and a possible loss of all or part of the income from such 
securities.  The Fund would also incur additional expenses enforcing 
its rights.  As of December 31, 1998, the Fund had no assets invested 
in repurchase agreements.
INVESTMENT RESTRICTIONS
The investment restrictions set forth below are fundamental 
policies of the Fund.  Fundamental policies 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 by proxy 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 
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 policies.  These restrictions are that the Fund 
will not invest in real estate limited partnerships or 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 
policies may be changed by a vote of the majority of the Board of 
Trustees.  If any of these non-fundamental restrictions are changed, 
however, the Fund will give shareholders at least 60 days' written 
notice.

INVESTMENT ADVISORY ARRANGEMENTS
(See also "Management of the Fund" in the 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 of the Trust.  
Edward A. Killen, II is Vice President, Secretary and a Director of 
the Adviser.  In addition, both are Trustees of the Trust.
The Adviser provides the Fund with investment management 
services.  Under the Contract for Investment Advisory Services between 
the Trust, on behalf of the Fund, and the Adviser (the "Contract"), 
dated March 26, 1999, 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 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, after 
the initial two-year term of the Contract, from year to year if 
continuation is specifically approved annually by either a majority of 
the Board of Trustees or a vote of a majority of the outstanding 
voting securities of the Fund.  Continuance of the Contract must also 
be approved annually by a majority of Trustees 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 Trustees or by a vote of a majority of the 
outstanding voting securities of the Fund.  The Adviser may terminate 
the Contract on sixty days' written notice to the Fund without payment 
of any penalty.  The Contract will be automatically and immediately 
terminated in the event of its assignment.
As compensation for its investment management services to the 
Fund under the Contract, the Adviser is entitled to receive monthly 
compensation at the annual rate of 0.50% of the average daily net 
assets of the Fund.  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 sum 
is paid to the Adviser. 
BIF, the predecessor of the Fund, paid the Adviser $789,024 in 
fees in 1998, $806,435 in 1997, and $638,212 in 1996.

EXPENSE LIMITATION
The Contract provides that the Adviser's fee payable by the 
Fund 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 payable by the 
Fund) 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 payable by the Fund.  
Once the net assets of the Fund exceed $100 million, the expense 
limitation will be reduced to 1.5% of the average daily net assets of 
the Fund.  The expense limitation has not reduced the Adviser's fee 
since 1988.  In 1998 the Fund's total annual operating expenses 
amounted to 0.66% the average daily net assets of the Fund.

TRUSTEES AND OFFICERS
The Board of Trustees oversees the management of the business 
of the Trust and the Fund.  The Board is elected initially by 
shareholders and thereafter Trustees are elected by the Board or the 
shareholders from time to time in accordance with the Trust's 
Agreement and Declaration of Trust and By-Laws.  The Board of Trustees 
sets broad policies for the Fund and has responsibility for 
supervision of the operations of the Fund.  The daily operations of 
the Fund are administered by employees of the Adviser under the 
Board's supervision.
The Trustees and executive officers of the Trust and their ages 
and principal occupations for the past five years are set forth below:
Name, Age, Position
and Address	
Principal Occupation for the Past Five Years


*Robert E. Killen (57)
President & Trustee
1199 Lancaster Avenue
Berwyn, Pennsylvania
Director of Westmoreland Coal Co. (a mining company) since
July 1996.  Director and shareholder, Berwyn Financial Services
Corp. ("BFS"), a financial services company (registered as a broker-
dealer with the SEC since December 1993 and a member of the National 
Association of Securities Dealers, Inc. (the "NASD") since July 1994) 
since October 1991.  President and Director of the Berwyn Income 
Fund, Inc. ("BIF"), the predecessor of the Fund, and The Berwyn Fund, 
Inc. ("TBF") (both registered investment companies managed by the 
Adviser) from December 1986 to April 1999 and from February 1983 to 
April 1999, respectively.  Chairman, Chief Executive Officer 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.


*Anthony N. Carrelli (50)
Trustee
1189 Lancaster Avenue
Berwyn, Pennsylvania
Director of BIF from December 1996 to April 1999 and TBF from January 
1995 to April 1999.  Vice President of the Adviser since August 1986.


*Edward A. Killen, II (47)
Trustee
1189 Lancaster Avenue
Berwyn, Pennsylvania
Director, Secretary and shareholder of BFS since October 1991.  
Director of BIF from January 1995 to April 1999 and TBF from February 
1983 to January 1995 and from March 1999 to April 1999.  Vice 
President, Secretary and Director of the Adviser since February 1983.


Denis P. Conlon (51)
Trustee
1282 Farm Road
Berwyn, Pennsylvania
Director of BIF and TBF from June 1992 to April 1999.  President and 
Chief Executive Officer of CRC Industries (a worldwide manufacturer) 
since September 1996.  Vice President , Corporate Development, 
Berwind Corporation (diversified manufacturing and financial company) 
from 1990 to September 1996.


Deborah D. Dorsi (43)
Trustee
1801 Stanbridge Street
Norristown, Pennsylvania
Director of BIF and TBF from April 1998 to April 1999.  Retired 
industry executive since 1994.  Director Worldwide Customer Support, 
Kulick Soffa Industries, Inc. (Semi Conductor Equipment Manufacturer) 
from 1993 to 1994.  Corporate Account Manager for Kulick & Soffa 
Industries, Inc. prior to 1993.


Kevin P. Ryan (51)
Secretary-Treasurer
1199 Lancaster Avenue
Berwyn, Pennsylvania
President, Treasurer, Director and shareholder of BFS since October 
1991.  Secretary-Treasurer and Director of BIF from December 1986 to 
January 1995.  Secretary and Treasurer of TBF from February 1983 to 
April 1999 and BIF from December 1986 to April 1999.  Director of TBF 
from February 1983 to March 1999.  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").  
Consequently, Robert E. Killen, Anthony N. Carrelli, and Edward A. 
Killen, II are the "Interested Trustees" of the Fund.  Robert E. 
Killen is an Officer, Director and sole shareholder of the Adviser.  
Robert E. Killen is also a Director of BFS, a registered broker-
dealer, and owns one-third 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 one-third of the outstanding shares of BFS.  
Kevin M. Ryan is legal counsel to the Adviser and an officer, Director 
and owner of one-third of the outstanding shares of BFS.  In addition, 
Robert E. Killen and Edward A. Killen, II are brothers and Kevin M. 
Ryan is brother-in-law to both.  BFS serves as the distributor for the 
Fund's shares in certain jurisdictions.
	Mr. Conlon and Ms. Dorsi are the Trustees of the Trust who are 
not "interested persons" of the Trust as defined in the 1940 Act (the 
"Independent Trustees") and are paid a fee of $800 for each Board or 
Committee meeting attended and are reimbursed for any travel expenses 
by the Trust.  If a Board and Committee meetings are held on the same 
day, the Independent Trustees receive only one $800 fee for all 
meetings on the same day.  The Trust has not adopted a pension or 
retirement plan or any other plan that would afford benefits to its 
Trustees.
	The Trust estimates that the Trust will pay Ms. Dorsi and Mr. 
Conlon each $3,200 for the Trust's initial fiscal year ending December 
31, 1999.  The Trust is not a part of any fund complex. 
	Officers of the Trust are not paid compensation by the Trust or 
any fund complex for their work as officers and no fees are paid by 
the Trust or any fund complex to the Trustees that are not Independent 
Trustees 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 February 11, 1999, there were no shareholders of the 
Trust or the Fund.  As of February 1, 1999 there were 9,136,706 shares 
of BIF, the predecessor of the Fund, outstanding.  Charles Schwab & 
Co. ("Schwab"), 101 Montgomery Street, San Francisco, CA was the 
record owner of 44% 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 February 1, 1999, the Trustees and 
officers of BIF, as a group, owned beneficially and of record 143,022 
shares of BIF.  This amount constitutes 1.6% of the outstanding 
shares.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Subject to policy established by the Trust's Board of Trustees, 
the Adviser is responsible for the Fund's portfolio decisions and the 
buying and selling of the Fund's portfolio securities.  In executing 
such transactions, 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 
broker might have charged for effecting the same transaction, in 
recognition of the value of brokerage and research services provided 
by the broker that effects the transaction.
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.  The Adviser makes no effort 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 Fund 
considers giving brokerage business to brokers who have assisted in 
the distribution of shares of the Fund.
The Board has adopted procedures pursuant to Rule 17e-1 under 
the 1940 Act that permit portfolio transactions to be executed through 
affiliated brokers.  In 1996, 1997, and 1998 BIF used an affiliated 
broker, BFS, pursuant to substantially the same procedures, and the 
Fund anticipates using BFS pursuant to its Rule 17e-1 procedures in 
its current fiscal year.
BFS is affiliated with the Fund because officers and Trustees 
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 1996, 1997 and 1998, BIF paid a total of $126,520, $193,023 
and $185,897 in commissions to BFS, respectively.  These figures 
represent 88%, 77% and 85% of the total commissions paid by BIF, 
respectively.  The percentage of BIF's aggregate dollar amount of 
transactions involving the payment of commissions effected through BFS 
was 90%, 74% and 88%, respectively.
BIF paid brokerage commissions of $217,957 in 1998, $247,987 in 
1997 and $144,128 in 1996.
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 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 "Buying Shares" in the Prospectus.)
The Fund offers shares for sale on a continuous basis.  The 
Fund does not impose a sales charge (load) on the purchase of the 
Fund's shares.  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.  The net asset value of shares can be expected to 
fluctuate daily.
The minimum initial investment is $3,000 per investor.  This 
investment may be divided by a single investor among different 
investment accounts in the Fund that total $3,000 in the aggregate or 
between accounts in the Fund and the Berwyn Fund series of the Trust.  
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 "Distributor" in the Prospectus.)
BFS, a broker-dealer registered with the U.S. Securities and 
Exchange Commission, is the current distributor of the Fund's shares, 
pursuant to a selling agreement which became effective April 30, 1999 
(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 Trust's Board of Trustees and by the vote of a 
majority of the Trustees 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 will redeem all full and fractional shares of the Fund 
upon receipt of a written request in proper form.  The redemption 
price is the net asset value per share next determined after receipt 
of proper notice of redemption.  Shareholders liquidating their 
holdings will receive upon redemption all dividends reinvested through 
the date of redemption.

CALCULATION OF PERFORMANCE DATA
Yield
The Fund's yield for the month ended December 31, 1998 was 
8.7%.
The yield was determined based upon the net investment income 
per share for the period December 1 to December 31, 1998.  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 ten years ended December 31, 1998 are listed below:
		One Year:	(4.57%)
		Five Years:	8.13%
		Ten Years:	11.20% 
The period of time for one year's performance is from January 
1, 1998 to December 31, 1998.  The dates for the five-year period are 
January 1, 1994 to December 31, 1998 and for the ten year period are 
from January 1, 1989 to December 31, 1998.  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 returns on a calendar year basis.  Listed below 
are the Fund's total returns for the calendar years 1988 through 1998:

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%
January 1, 1998 -
December 31, 1998
-4.57%

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
History and Capital Structure
The Fund is a series of shares of The Berwyn Funds, a Delaware 
business trust formed under the laws of the State of Delaware on 
February 4, 1999.  The Fund is the successor to BIF, a corporation 
organized under the laws of the Commonwealth of Pennsylvania on 
December 26, 1986, which was a no-load, diversified, open-end 
management investment company.  In a reorganization approved by vote 
of the shareholders of BIF and accomplished on April 30, 1999, all the 
assets and liabilities of BIF were transferred to the Fund and the 
shareholders of BIF became the shareholders of the Fund.  Thereafter 
the Fund has carried on the business of BIF.
The Fund has authorized an unlimited number of shares of 
beneficial interest, without 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.
Custodian
PFPC Trust Company, 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
PricewaterhouseCoopers LLP, 30 South 17th Street, Philadelphia, 
Pennsylvania has been selected as the independent accountants for the 
Fund by the Board of Trustees and its initial sole shareholder.  
PricewaterhouseCoopers LLP, will perform an annual audit of the 
financial statements of the Fund.
Litigation
The Fund is not involved in any litigation or other legal 
proceedings.

DISTRIBUTION AND TAXES

Distributions of Net Investment Income
	The Fund receives income generally in the form of dividends and 
interest on its investments.  This income, less expenses incurred in 
the operation of the Fund, constitutes the Fund's net investment 
income from which dividends may be paid to you.  Any distributions by 
the Fund from such income will be taxable to you as ordinary income, 
whether you take them in cash or in additional shares.  
Distributions of Capital Gains
	The Fund may derive capital gains and losses in connection with 
sales or other dispositions of its portfolio securities.  
Distributions from net short-term capital gains will be taxable to you 
as ordinary income.  Distributions from net long-term capital gains 
will be taxable to you as long-term capital gain, regardless of how 
long you have held your shares in the Fund.  Any net capital gains 
realized by the Fund generally will be distributed once each year, and 
may be distributed more frequently, if necessary, in order to reduce 
or eliminate excise or income taxes on the Fund.  
Information on the Tax Character of Distributions
	The Fund will inform you of the amount of your ordinary income 
dividends and capital gains distributions at the time they are paid, 
and will advise you of their tax status for federal income tax 
purposes shortly after the close of each calendar year.  If you have 
not held Fund shares for a full year, the Fund may designate and 
distribute to you, as ordinary income or capital gain, a percentage of 
income that is not equal to the actual amount of such income earned 
during the period of your investment in the Fund.  
Election to Be Taxed as a Regulated Investment Company
	The Fund has elected to be treated as a regulated investment 
company under Subchapter M of the Internal Revenue Code, has qualified 
as such for its most recent fiscal year, and intends to so qualify 
during the current fiscal year.  As a regulated investment company, 
the Fund generally pays no federal income tax on the income and gains 
it distributes to you.  The Board reserves the right not to maintain 
the qualification of the Fund as a regulated investment company if it 
determines such course of action to be beneficial to shareholders.  In 
such case, the Fund will be subject to federal, and possibly state, 
corporate taxes on its taxable income and gains, and distributions to 
you will be taxed as ordinary dividend income to the extent of the 
Fund's earnings and profits.  
Excise Tax Distribution Requirements
	To avoid federal excise taxes, the Internal Revenue Code 
requires the Fund to distribute to you by December 31 of each year, at 
a minimum, the following amounts:  98% of its taxable ordinary income 
earned during the calendar year; 98% of its capital gain net income 
earned during the twelve month period ending October 31, and 100% of 
any undistributed amounts from the prior year.  The Fund intends to 
declare and pay these amounts in December (or in January, which you 
treat as received in December) to avoid these excise taxes, but can 
give no assurances that is distributions will be sufficient to 
eliminate all taxes.  
Redemption of Fund Shares
	Redemptions and exchanges of Fund shares are taxable 
transactions for federal and state income tax purposes.  If you redeem 
your Fund shares, or exchange your Fund shares of the Berwyn Income 
Fund, the Rodney Square Fund or the Rodney Square Tax-Exempt Fund, the 
IRS will require that you report a gain or loss on your redemption or 
exchange.  If you hold your shares as a capital asset, the gain or 
loss that you realize will be capital gain or loss and will be long-
term or short-term, generally depending on how long you hold your 
shares.  Any loss incurred on the redemption or exchange of shares 
held for six months or less will be treated as a long-term loss to the 
extent of any long-term capital gains distributed to you by the Fund 
on those shares.  
	All or a portion of any loss that you realize upon the 
redemption of your Fund shares will be disallowed to the extent that 
you buy other shares in the Fund (through reinvestment of dividends or 
otherwise) within 30 days before or after your share redemption.  Any 
loss disallowed under these rules will be added to your tax basis in 
the new shares you buy.  

U.S. Government Obligations
	Many states grant tax-free status to dividends paid to you from 
interest earned on direct obligations of the U.S. government, subject 
in some states to minimum investment requirements that must be met by 
the Fund.  Investments in Government National Mortgage Association or 
Federal National Mortgage Association securities, bankers' acceptance, 
commercial paper and repurchase agreements collateralized by U.S. 
government securities do not generally qualify for tax-free treatment.  
The rules on exclusion of this income are different for corporations.  
Investment in Complex Securities
	The Fund may invest in complex securities.  These investments 
may be subject to numerous special and complex tax rules.  These rules 
could affect whether gains and losses recognized by the Fund are 
treated as ordinary income or capital gain, accelerate the recognition 
of income to the Fund and/or defer the Fund's ability to recognize 
losses.  In turn, these rules may affect the amount, timing or 
character of the income distributed to you by the Fund.  

FINANCIAL STATEMENTS
BIF's audited financial statements and notes thereto for the 
year ended December 31, 1998 and the report of PricewaterhouseCoopers 
LLP, BIF's independent accountants, on such financial statements (the 
"Report") which are included in BIF's 1998 Annual Report to 
Shareholders (the "Annual Report") will be incorporated by reference 
in this SAI by amendment to the Trust's registration statement.  A 
copy of the Annual Report accompanies this SAI and an investor may 
obtain a copy of the Annual Report without charge by writing to the 
Fund at the address on the cover of the SAI or calling (800) 992-6757.

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.

APPENDIX B

MOODY'S BOND RATINGS



	Moody's Investors Service, Inc. gives 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.