SELLING AGREEMENT
BETWEEN
THE BERWYN FUND, INC.
AND
BERWYN FINANCIAL SERVICES



	THIS AGREEMENT entered into the 24th day of September, 1993 by 
and between The Berwyn Fund, Inc., a Pennsylvania Corporation with its 
principal office located at 1189 Lancaster Avenue, Berwyn, 
Pennsylvania 19312 (the "Fund") and Berwyn Financial Services, Inc., a 
Pennsylvania corporation with its principal office located at 1199 
Lancaster Avenue, Berwyn Pennsylvania 19312 (the "Distributor").


W I T N E S S E T H :

	In consideration of the mutual convenants and agreements of the 
parties hereto, the parties intending to be bound, mutually covenant 
and agree with each other as follows:

	1.	The Fund hereby appoints the Distributor as agent of 
the Fund to effect the sale and public distribution of shares of the 
capital stock of the Fund.

	2.	The Distributor shall not be the exclusive agent for 
the Fund in sale of its shares.  The Distributor shall be a selling 
agent for the Fund in all jurisdictions that require the shares of the 
Fund to be sold through broker-dealers and/or issuer-dealers.  In 
those jurisdictions, however, the Fund may also sell shares through 
other broker-dealers.  Also, where permitted by law the Fund will sell 
its shares directly to the public.

	3.	The Fund hereby authorizes the Distributor to sell its 
shares in accordance with the following schedule of prices;

The applicable price will be the net asset value per share next 
effective after receipt and acceptance by the Fund of a proper 
offer to purchase, determined in accordance with the Articles 
of Incorporation, By-Laws, Registration Statement and 
Prospectus of the Fund.

	4.	Orders for the purchase of shares placed by the 
Distributor shall be subject to the provisions of paragraphs (f) and 
(g) of Section 26 of the Rules of Fair Practice of the NASD, the 
provisions of which are hereby incorporated by reference.

	5.	The Fund agrees to prepare and file registration 
statements with the Securities and Exchange Commission and the 
Securities Departments of the various states and other jurisdictions 
in which the shares may be offered, at its own expense, and do such 
other things and to take such other actions as may be mutually agreed 
upon by and between the parties as shall be reasonably necessary in 
order to effect the registration and the sale of the Fund's shares.  
The Distributor shall cooperate with the Fund in the Preparation and 
filing of applications for registration and qualification of the 
shares under applicable law.

	6.	At its own expense, the Fund shall print and provide 
the Distributor with such quantities of its current Prospectus, 
Statements of Additional Information and reports to stockholders as 
the Distributor may reasonably request in connection with its 
responsibilities under this Agreement.

	7.	Normally, the Fund shall not exercise any direction or 
control over the time and place of solicitation, the persons to be 
solicited, or the manner of solicitation; but the Distributor agrees 
that solicitations shall be in a form acceptabe to the Fund and shall 
be subject to such terms and conditions as may be prescribed from time 
to time by the Fund, the Registration Statement, the Prospectus, the 
Articles of Incorporation, and By-Laws, and shall not violate any 
provision of the laws of the Untied States or any jurisdictions to 
which solicitations are subject, or violate any rule or regulation 
promulgated by any lawfully constituted authority to which the Fund or 
Distributor may be subject.

	8.	(a)	The Fund appoints and designates the Distributor 
as agent of the Fund and the Distributor accepts such appointment as 
such agent, to repurchase shares of the Fund in accordance with the 
provisions of the Articles of Incorporation and its By-Laws.  The 
Distributor shall not be the exclusive agent for repurchase of shares.

		(b)	In connection with such redemptions or 
repurchases the Fund authorizes and designates the Distributor to take 
any action, to make any adjustments in net asset value, and to make 
any arrangements for the payment of the redemption or repurchase price 
authorized or permitted to be taken or made in accordance with the 
Investment Company Act of 1940 and as set forth in the By-Laws and 
then current Prospectus.

		(c)	The authority of the Distributor under this 
paragraph 8 may, with the consent of the Fund, be redelegated in whole 
or in party to another person or firm.

		(d)	The authority granted in this paragraph 8 may be 
suspended by the Fund at any time or from time to time pursuant to the 
provisions of its Articles of Incorporation until further notice to 
the Distributor.  The President or Secretary of the Fund shall have 
the power granted by said provisions.  After any such suspension the 
authority granted to the Distributor by this paragraph 8 shall be 
reinstated only by a written instrument executed by the Fund's 
President or Secretary.

	9.	The Distributor shall keep and maintain adequate 
records in respect of its activities which further the sale of shares.

	10.	The Distributor agrees that it will not place orders 
for more shares than are required to fill the requests received by it 
as agent of the Fund and that it will expeditiously transmit all such 
orders to the Fund.

	11.	This Agreement shall become effective January 2, 1994 
and shall continue in effect for a period of more than one year from 
its effective date only as long as such continuance is approved, at 
least annually, by the Board of Directors of the Fund, including a 
majority of those Directors who are not "interested persons" of any 
party to this Agreement voting person at a meeting called for the 
purpose of voting or such approval.  This Agreement may be terminated 
by either party hereto upon thirty (30) days' written notice to the 
other party.  This Agreement shall automatically terminate in the 
event of its assignment by the Distributor unless the United States 
Securities and Exchange Commission has issued an order exempting the 
Fund and Distributor from the provisions of the Investment Company Act 
of 1940, as amended, which would otherwise have effected the 
termination of this Agreement.

	12.	No amendment to this Agreement shall be executed or 
become effective unless its terms have been approved:  (a) by a 
majority of the directors of the Fund or by the vote of a majority of 
the outstanding voting securities of the Fund, and (b) by a majority 
of those directors who are not interested persons of the Fund or of 
any party to this Agreement.

	13.	The Fund and the Distributor hereby each agree that all 
literature and publicity issued by either of them referring directly 
or indirectly to the Fund or to the Distributor shall be submitted and 
receive the approval of the Fund and the Distributor before the same 
may be used by either party.

	14.	The Distributor agrees to use its best efforts in 
effecting the sale and public distribution of the shares of the Fund 
and to perform its duties in redeeming the shares of the Fund, but 
nothing contained in this Agreement shall make the Distributor or any 
of its officers and directors or shareholders liable for any loss 
sustained by the Fund or the Fund's officers, directors or 
shareholders, or by any other person on account of any act done or 
omitted to be done by the Distributor under this Agreement; provided, 
that nothing herein contained shall protect the Distributor against 
any liability to the Fund or to any of its shareholders to which the 
Distributor would otherwise be subject by reason of willful 
misfeasance, bad faith, or gross negligence in the performance of its 
duties as Distributor or gross negligence in the performance of its 
duties as Distributor or by reason of its reckless disregard of its 
obligations or duties as Distributor under this Agreement.  Nothing in 
this Agreement shall protect the Distributor from any liabilities 
which it may have under the Securities Act of 1933 or the Investment 
Company Act of 1940.

	15.	As used in this Agreement the terms `interested 
persons," "assignment," and "majority of the outstanding voting 
securities" shall have the respective meanings specified in the 
Investment Company Act of 1940 as now in effect.

	16.	This Agreement shall be construed in accordance with 
the Laws of the Commonwealth of Pennsylvania, except to the extent 
such laws are preempted by the Investment Company Act of 1940.

	17.	Any notice required to be given thereunder shall be 
sent via first class mail to the address of the party as set forth 
above.

	IN WITNESS WHEREOF, the parties have caused this Agreement to 
be executed by their duly authorized officers of the day and year 
above written.

Attest:							The Berwyn Fund, 
Inc.



                      Kevin M. Ryan                  		            
Robert E. Killen                     
Secretary						President



Attest:							Berwyn Financial 
Services, Inc.



                Edward A. Killen                    		                   
Kevin M. Ryan                
Secretary						President





















BFS/sellagr



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