BERWYN INCOME FUND, INC.
Shareholder Services
c/o PFPC Inc.
P.O. Box 8987
Wilmington, DE  19899

PROSPECTUS
April 30, 1998
Investment Objective

	Berwyn Income Fund, Inc. (the "Fund") is a no-load, diversified, 
open-end management investment company.  The Fund's 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 
the potential for capital appreciation.

	The Fund intends to achieve its objective through investment in 
fixed income corporate debt securities, preferred stocks, securities 
issued or guaranteed by the U.S. Government, its agencies or 
instrumentalities, and common stocks paying cash dividends.  The 
Fund's investment adviser determines the percentage of each category 
of securities to hold based upon the prevailing economic and market 
conditions.  All or a majority of the assets of the Fund may be 
invested in high yield, high risk corporate debt securities, commonly 
referred to as "junk bonds".  Investments of this type are subject to 
a greater risk of loss of principal and interest.  Purchasers should 
carefully assess the risks associated with an investment in this Fund.

	There can be no assurance that the investment strategy of the 
Fund will be successful and its objective may not be realized.

Investment Adviser

	The Killen Group, Inc. (the "Adviser") is the investment adviser 
to the Fund.  Robert E. Killen is Chief Executive Officer and sole 
shareholder of The Killen Group, Inc.

	This Prospectus sets forth concisely the information that an 
investor should know before investing in the Fund.  Investors are 
advised to retain this Prospectus for future reference.  The Fund has 
filed a Statement of Additional Information ("SAI") containing 
additional information about the Fund with the Securities and Exchange 
Commission.  The SAI is dated April 30,1998 and is incorporated by 
reference into this Prospectus.  The SAI may be obtained, without 
charge, by writing to the Fund.

	THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY 
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR 
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS



Fee and Expense 
Table.................................................................
 ...........................................	2

Financial 
Highlights............................................................
 ....................................................	3

Calculation of Performance 
Data..................................................................
 ..........................	4

Investment Objective, Policies and Risk 
Factors...............................................................
 .....	4

Management of the 
Fund..................................................................
 ......................................	10

Computation of Net Asset 
Value.................................................................
 ...........................	12

Share 
Purchases.............................................................
 .........................................................	12

Distributor...........................................................
 ....................................................................	14

Exchange of 
Shares................................................................
 .................................................	14

Dividends, Capital Gains Distributions and 
Taxes.................................................................	15

Retirement 
Plans.................................................................
 ....................................................	16

Redemption of 
Shares................................................................
 .............................................	16

General 
Information...........................................................
 .....................................................	18

Additional 
Information...........................................................
 .................................................	18















-1


FEE and EXPENSE TABLE



Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fees	  0.50 % 

Other Expenses	  0.15 %

Total Fund Operating Expenses	  0.65 %

______________________________________________________________________
________

	The purpose of this Fee Table is to assist the investor in 
understanding the various costs and expenses that an investor in the 
Fund will bear directly or indirectly.  For more complete descriptions 
of the various costs and expenses, see "Management of the Fund" in the 
Prospectus and "Investment Advisory Arrangements" in the Statement of 
Additional Information.

Example 

		1 Year     3 Years     
5 Years     10 Years

You would pay the following		$7	$21	$36	$80
expenses on a $1,000 invest-
ment, assuming (1) 5% annual
return and (2) redemption at
the end of each time period:	

THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRE-SENTATION OF  
PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER 
THAN THOSE SHOWN.












-2-


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

The following financial highlights information for a share outstanding 
throughout each period, insofar as it relates to each of the five 
years in the period ended December 31, 1997, have been audited by 
Price Waterhouse LLP, independent accountants, whose report on the 
financial statements containing this information was unqualified.  
This information should be read in conjunction with the Fund's 
financial statements and notes thereto, which are incorporated by 
reference in the Fund's Statement of Additional Information and this 
Prospectus, and which appear, along with the report of Price 
Waterhouse LLP, in the Fund's 1997 Annual Report to Shareholders (the 
"Annual Report").  Additional Information about the Fund's investment 
performance is contained in the Annual Report which can be obtained 
from the Fund upon request without charge.

	Year Ended	 Year Ended	Year Ended	 Year Ended	   Year Ended
	12/31/97 	12/31/96	12/31/95	12/31/94	12/31/93

Net Asset Value, Beginning of Period	$12.31	$11.95	$10.75	$11.63	$11.12
	--------	--------	--------	--------	--------
Income From Investment Operations
	Net Investment Income	0.77	0.76	0.73	0.73	0.69
	Net Realized and Unrealized Gains 
		(Losses) on Securities	0.84	0.87	1.48	(0.85)	1.15
			--------	--------	--------	--------	--------
	Total from Investment Operations	1.61	1.63	2.21	(0.12)	1.84
			--------	--------	--------	--------	--------

Less Distributions
	Dividends from Net Investment Income	(0.77)	(0.80)	(0.70)	(0.73)	(0.65)
	Distributions from Net Realized Gains	(0.64)	(0.47)	(0.31)	(0.03)	(0.68)
	Return of Capital Distributions	---	---	---	---	---
			--------	--------	--------	--------	--------
	Total Distributions	(1.41)	(1.27)	(1.01)	(0.76)	(1.33)
			--------	--------	--------	--------	--------

Net Asset Value, End of Period	$12.51	$12.31	$11.95	$10.75	$11.63
			           	           	           	           	           
          
Total Return	13.36%	13.99%	21.00%	(1.10%)	16.90%

Ratios/Supplemental Data
Net Assets, End of Period (000)	$180,823	$137,166	$119,552	$55,825	$30,359

Ratio of Expenses to Average Net Assets	0.65%	0.68%	0.73%	0.93%	1.07%

Ratio of Net Investment Income to Average	6.15%	6.35%	6.78%	7.20%	6.15%
Net Assets

Portfolio Turnover Rate	53%	38%	39%	30%	83%

Average Commissions Rate Paid	$0.0687*	$0.0860*	---	---	---

-3a-


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
(Continued)


	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended
	12/31/92	12/31/91	12/31/90	12/31/89	12/31/88

Net Asset Value, Beginning of Period	$10.20	$9.14	$10.03	$9.75	$9.50
	--------	--------	--------	--------	-------
Income From Investment Operations
	Net Investment Income	0.70	0.85	0.83	0.79	1.365(1)
	Net Realized and Unrealized Gains 
		(Losses) on Securities	1.47	1.19	(0.85)	0.34	(0.300)
			--------	--------	--------	--------	--------
	Total from Investment Operations	2.17	2.04	(0.02)	1.13	1.065
			--------	--------	--------	--------	--------
Less Distributions
	Dividends from Net Investment Income	(0.70)	(0.85)	(0.83)	(0.79)	(0.765)
	Distributions from Net Realized Gains	(0.55)	(0.05)	(0.04)	(0.06)	(0.050)
	Return of Capital Distributions	---	(0.08)	---	---	---
			--------	--------	--------	--------	--------
	Total Distributions	(1.25)	(0.98)	(0.87)	(0.85)	(0.815)
			--------	--------	--------	--------	--------

Net Asset Value, End of Period	$11.12	$10.20	$9.14	$10.03	$9.75
			           	           	      
     	           	           
     
Total Return	21.70%	23.00%	(0.13%)	11.90%	11.30%(1)

Ratios/Supplemental Data
Net Assets, End of Period (000)	$12,486	$5,359	$3,955	$3,870	$2,644

Ratio of Expenses to Average Net Assets	1.34%	1.34%	1.46%	1.50%	    1.75%(1)

Ratio of Net Investment Income to	6.14%	8.40%	8.59%	8.00%	8.29%
Average Net Assets

Portfolio Turnover Rate	46%	14%	14%	3%	17%

Average Commissions Rate Paid	---	---	---	---	---





(1)	Investment Advisory fees of $.06 per share were waived by The 
Killen Group, Inc. for the 	year ended 12/31/88.
	If the waived fees had been included 	in expenses, the total return 
of the Fund would have been lower and the 
	Ratio of Expenses to Average Net Assets
 would have been 2.08% for 	the year ended 12/31/88.
*	Computed by dividing the total amount of commission paid by the 
total number of shares purchased and sold 
	during the year.


-3b


CALCULATION OF PERFORMANCE DATA

	From time to time the Fund may advertise its annual total return 
and its yield for a particular month.  The total return of the Fund 
reflects the change in share price and reinvestment of dividends and 
capital gains.  The yield of the Fund for a particular month is the 
net investment income per share for the month stated as a percentage 
of the maximum share price on the last day of the month.  The Fund's 
total return, and its yield are based on historical performance and 
are not intended to indicate future performance.  The Fund calculates 
total return for a period by determining the redeemable value of a 
$1,000 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 yield for a 
month is determined by dividing the net investment income per share 
for the month by the share price on the last day of the month.

	There is further information regarding the Fund's performance in 
its Annual Report.  An investor may obtain a copy of the Annual Report 
without charge by writing to the shareholder services agent of the 
Fund or by calling (800) 992-6757.

INVESTMENT OBJECTIVE, POLICIES, AND RISK FACTORS

	The Fund is a no-load, diversified, open-end management 
investment company.  The Fund's 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 the potential for 
capital appreciation.  To achieve its objective, the Fund will invest 
in fixed income corporate debt securities, preferred stocks, 
securities issued or guaranteed by the U. S. Government, its agencies 
or instrumentalities, and common stocks paying cash dividends.  The 
fixed income corporate debt securities in which the Fund will invest 
will be bonds, debentures and corporate notes.  Since there are risks 
in all investments, there can be no assurance that the Fund will be 
successful or achieve its objective. 

	Under normal market conditions, the Fund will invest at least 
80% of the value of its net assets in income producing securities.  
The Fund may invest any percentage of its net assets that the Adviser 
deems appropriate 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 
and preferred stocks.  The Adviser will determine the percentage of 
net assets to invest in each category of securities and the percentage 
of each category to hold based upon the prevailing economic and market 
conditions.  This means that the Fund has the option to invest up to 
100% of its net assets in high yield, high risk corporate debt 
securities, commonly known as "junk bonds".  Investments in these 
securities may make an investment in the Fund riskier than an 
investment in a fund that invests all or a larger percentage of its 
net assets in securities of higher quality.  Investment in common 
stocks will be limited to a maximum of 30% of the value of the Fund's 
net assets.  This means that the Fund will not invest in additional 
common stocks anytime common stocks comprise 30% or more (through 
appreciation in value of the common stocks or depreciation in value of 
other securities) of the value of its net assets.  At such time, 
however, the Fund may continue to invest in fixed income securities 
and preferred stocks that have common stock conversion privileges.  

-4-
	The Adviser will select fixed income corporate debt securities 
primarily on the basis of current yield and secondarily on the basis 
of anticipated long term return.  When selecting fixed income 
corporate debt securities, the Adviser will be aware of the rating the 
security has received from a nationally recognized statistical rating 
organization such as Standard & Poor's Ratings Group ("S & P") and 
Moody's Investors Service, Inc. ("Moody's").  These organizations rate 
the creditworthiness of the issuers of debt securities and assign a 
rating to the debt securities that are issued.  S & P has a system 
that rates securities from AAA, highest, to D, lowest.  Moody's 
ratings go from Aaa, highest, to C, lowest.  (See Appendices A and B 
in the Statement of Additional Information for definitions of S & P 
and Moody's Bond Ratings.)  The Adviser has the discretion to invest 
in fixed income corporate debt securities with any rating as long as 
the issuer is not in default in the payment of interest or principal.  
The Adviser also may invest in unrated fixed income securities in 
private transactions.

	At December 31, 1997, the Fund's portfolio was invested in 
investment grade and high yield, high risk corporate debt securities, 
preferred and common stocks and repurchase agreements.  

	Listed below are the percentages of the portfolio invested at 
December 31, 1997, in various bond ratings published by Moody's and S 
& P, as well as the percentages invested in unrated debt securities, 
preferred and common stocks and repurchase agreements:

Moody's Ratings
	Aa:  0.3%; A:  7.2%; Baa:  8.6%; Ba: 3.9%; B:  21.8%; Caa:  
1.9%; Unrated:  4.3%.

S & P Ratings
	AA:  0.3%; A:  8.1%; BBB:  5.2%; BB:  4.9%; B:  15.6%; CCC:  
1.4%; Unrated:  13.5%.
U.S. Treasury Bonds:  1.5%

Preferred and Common Stocks, Close-End Investment Companies and 
Repurchase Agreements
	Preferred stocks: 20.5%; Common Stocks:  26.9%;  Close-End 
Investment Companies:  
	2.7%; 

Repurchase Agreements:  0.4%.

Risk Considerations for High Yield, High Risk Securities

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


-5-
	Debt 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 in accordance 
with the terms of the debt securities.

	Issuers of high yield, high risk debt securities 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 debt securities 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 flow 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 debt 
securities because such securities are unsecured and are often 
subordinated to other creditors of the issuer.  The default by an 
issuer of securities held by the Fund will adversely affect the Fund 
by lowering its net asset value and by decreasing the amount of income 
available to the Fund from which dividends may be paid.  In addition 
to the risk of default, holders of high yield, high risk debt 
securities also face the risk of greater market volatility than the 
holders of investment grade debt securities.  Changes in the general 
level of interest rates normally affect the market value and yield of 
corporate debt securities.  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 level rose, debt 
securities 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 debt securities 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 debt securities 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 securities may become thin and market liquidity may 
be significantly reduced.  Even under normal conditions, the market 
for high yield, high risk debt securities may be less liquid than the 
market for investment grade debt securities.  In periods of reduced 
market liquidity, the prices of high yield, high risk debt securities 
may become more volatile and these securities may experience sudden 
and substantial price declines.  A decline in value of the securities 
held by the Fund would adversely affect its net asset value and the 
value of a shareholder's investment in the Fund.

	The Adviser will attempt to minimize the risks of investing in 
medium grade and high yield, high risk debt securities by doing a 
credit analysis of the issuer, diversifying the Fund's portfolio and 
monitoring the Fund's investments and the investment environment.

	As previously stated, in selecting debt securities, the Adviser 
is aware of the issuer's credit rating in S & P and Moody's.  But this 
credit rating is not the only criterion for selection.  The 



-6-
Adviser examines the financial structure of each issuer and with 
regard to high yield, high risk debt 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 debt securities 
than is the case in selecting higher quality securities.

	There can be no guarantee that the issuer of debt securities in 
which the Fund has invested will not default or that the securities 
will not decline in value.

	In addition to debt securities that are rated, the Fund also 
invests in unrated debt securities.  These securities may or may not 
be more speculative than investment grade securities.  It is the 
issuer's decision to seek to have a security rated.  The risks of 
investing in unrated debt securities depend upon the creditworthiness 
of the issuer, changes in interest rates and economic and market 
factors.  Investors in unrated debt securities face the same risks 
that investors in investment grade and high yield, high risk debt 
securities face.  There is the possibility of default by the issuer or 
a change in interest rates that could adversely affect the value of 
the security.  The Adviser will determine the creditworthiness of an 
unrated debt security and the issuer's ability to meet the debt 
obligation.  To be purchased by the Fund an unrated debt security must 
have a creditworthiness, in the Adviser's opinion, equal to or better 
than a CC rating by S & P or a Caa rating by Moody's.

	The Fund may also purchase certain debt securities that have 
restrictions regarding their resale.  These restricted securities are 
securities that have not been registered with the Securities and 
Exchange Commission under the Securities Act of 1933, as amended 
("1933 Act").  As a result, these securities may not be offered for 
sale to the general public.  The Fund may purchase these restricted 
securities under the provisions of Rule 144A under the 1933 Act.  This 
rule provides an exemption from the 1933 Act that allows qualified 
institutional buyers to buy and sell restricted securities in private 
transactions.  The Fund may purchase Rule 144A Securities from other 
institutional investors or from the issuing company.  If the Fund 
wishes to sell a Rule 144A Security the Fund will have to sell it to a 
qualified institutional buyer in a private transaction.

	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.

	The Fund will seek to minimize these risks by limiting 
investment in Rule 144A Securities to 10% of the value of the Fund's 
net assets.  This means that whenever the value of the Rule 144A 
Securities of the Fund is 10% or more of the value of the Fund's net 
assets, the Fund will not purchase any more Rule 144A Securities.  In 
addition, the Fund will only purchase Rule


-7-
144A Securities of companies that have publicly traded securities 
outstanding , have been in business a minimum of 5 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.

	The investment objective of the Fund is to provide investors 
with current income while seeking to preserve capital.  The Fund seeks 
to achieve this objective by investing in the corporate debt 
securities 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.  The Fund will not invest in 
corporate debt securities 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.

U.S. Government Securities

	The securities of the U. S. Government in which the Fund invests 
are U.S. Treasury bonds and notes and securities issued or guaranteed 
by Federal agencies or U. S. Government sponsored instrumentalities.

	U. S. Treasury bonds and notes are backed by the "full faith and 
credit" of the United States.  Securities issued or guaranteed by 
Federal agencies or U. S. Government sponsored 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, the Fund must look principally to the 
agency or instrumentality issuing or guaranteeing the security for 
ultimate repayment, and may not be able to assert a claim against the 
United States itself in the event the agency or instrumentality does 
not meet its commitment.

	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.  

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.  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


-8-
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 and 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.

Real Estate Investment Trusts

	The Fund may 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 debt securities 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 that are in addition to 
risks of investing in securities in general.

	The Properties owned by a REIT could decrease in value, a REIT 
could have trouble finding tenants for a property, 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.  In addition, the Fund will not purchase 
additional securities issued by REITs whenever securities of REITs 
comprise 10% or more of the value of the Fund's net assets.  
Investment in common stocks issued by a REIT is subject to both the 
10% limitation on investment in REITs and the 30% limitation on 
investment in common stock.  Investment in.


-9-
other securities issued by REITs such as preferred stocks and debt 
securities is subject to the 10% limitation.

	The investment objective of the Fund is a fundamental policy 
that cannot be changed without the approval of a majority of the 
outstanding voting securities of the Fund.  Investment policies other 
than the fundamental policy stated above may be changed with the 
approval of a majority of the Fund's Board of Directors.

	Although the Fund will normally invest 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 rated A-1 by S & P, repurchase 
agreements, treasury bills or the Fund may hold cash.  

	Investment by the Fund 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..

	The Fund will not invest more than 5% of its net assets in 
repurchase agreements.  Also, the Fund will not investment more than 
10% of its net assets in illiquid securities, whether fixed income or 
equity securities.

	The Fund does not intend to engage in short-term trading.  In 
1997, the Fund had a portfolio turnover rate of 53% and anticipates it 
will have a portfolio turnover rate of less than 100% in 1997.

MANAGEMENT OF THE FUND

	The Fund is a corporation formed under the laws of the 
Commonwealth of Pennsylvania on December 26, 1986.  The business of 
the Fund is managed under the direction of the Board of Directors.  
The Board is elected annually by the shareholders and sets broad 
policies for the Fund.  The daily operation of the Fund is 
administered by employees of the Adviser under the supervision of the 
Board.

	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, CEO and 
sole shareholder of the Adviser.  Mr. Killen is also President and 
Chairman of the Board of the Fund.  Edward A. Killen is Vice-President 
and Secretary of the Adviser.  He is also a Director of the Fund and 
its portfolio manager, responsible for the day-to-day management of 
the Fund's portfolio.  He has been managing the Fund's portfolio since 
July 1, 1994.

	Edward A. Killen II has over twenty years' experience in the 
investment advisory field.  In 1978, he started to work for Compu Val 
Management Associates, an investment advisory firm,


-10-
as a portfolio manager.  In February, 1983, the Adviser became a 
partner in Compu Val Management Associates and Edward A. Killen II 
assumed his current position as Vice President and Secretary of the 
Adviser.  The partnership of CompuVal Management Associates was 
dissolved on December 31, 1983 and the Adviser continued its advisory 
business as a separate entity.  As of December 31, 1997, the Adviser 
was managing 380 individual investment portfolios worth approximately 
$555 million.

	The Adviser also manages The Berwyn Fund, Inc. ("The Berwyn 
Fund").  The Berwyn Fund is an open-end management investment company 
that seeks long-term capital appreciation by investing in common stock 
and fixed income securities.  The Adviser has been the investment 
adviser to The Berwyn Fund, since it became public in May 1984.  On 
December 31, 1997, The Berwyn Fund had net assets of over $100 
million.

	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.

	As compensation for its services, the Adviser receives monthly 
compensation at the annual rate of 0.50% of the average daily net 
assets of the Fund.  During 1997, the Fund paid the Adviser $806,436 
in advisory fees.  Total expenses for the Fund in 1997 were 0.65% of 
average daily net assets.  Payments to the Adviser were 0.50% of 
average daily net assets.

	Subject to the policies established by the Fund's Board of 
Directors, 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.

Year 2000

	Many computer software systems in use today cannot properly 
process date-related information from and after January 1, 2000.  
Should any of the computer systems employed by the Fund's major 
service providers fail to process this type of information properly, 
that could have a negative impact on the Fund's operations and the 
services that are provided to the Fund's shareholders.  The Adviser, 
the Fund's distributor, Berwyn Financial Services Corp., and PFPC, 
Inc., the Fund's registrar, transfer agent and dividend disbursing 
agent, have advised the Fund that they are reviewing all of their 
computer systems with the goal of modifying or replacing such systems 
prior to January 1, 2000 to the extent necessary to foreclose any such 
negative impact.  In addition, the Adviser has been advised by the 
Fund's custodian that it is also in the process of reviewing its 
systems with the same goal.  As of the date of this Prospectus, the 
Fund and the Adviser have no reason to believe that these goals will 
not be achieved.



-11-
COMPUTATION OF NET ASSET VALUE

	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 daily, Monday through 
Friday, as of the close of regular trading on the New York Stock 
Exchange (the "Exchange") (4 p.m., Eastern Time) and is effective as 
of the time of computation.  (The Exchange is closed on, and therefore 
net asset value is not calculated on, New Year's Day, President's Day, 
Martin Luther King, Jr. Day, Good Friday, Memorial Day, Independence 
Day, Labor Day, Thanksgiving Day and Christmas Day, and on the 
preceding Friday or subsequent Monday when any of these holidays falls 
on a Saturday or Sunday, respectively.)  For the purpose of making 
this determination, securities listed on national securities exchanges 
are valued at their last sales price on the exchange where primarily 
traded.  In the event there are no sales, the security is valued at 
the last current bid price.  An unlisted security, for which over-the-
counter market quotations are readily available, is valued on the 
basis of the last current bid price.  When over-the-counter market 
quotations are not readily available, an unlisted security is valued 
at its fair value as determined in good faith by, or under the 
supervision of, the Board of Directors.  All other assets are valued 
at fair value as determined in good faith by the Board of Directors.


SHARE PURCHASES

	The Fund's shares are offered for sale on a continuous basis.  
There is no sales charge.  The offering price of shares of the Fund is 
the net asset value per share next determined after receipt by the 
Transfer Agent of the order for the purchase of shares.  The Fund has 
authorized certain brokers and intermediaries designated by such 
brokers to accept purchase and redemption orders.  The receipt of an 
order by such broker or its intermediary will be considered the same 
as receipt of an order by the Fund's Transfer Agent and the order 
received by the broker or its intermediary will receive the net asset 
value per share next determined after receipt by the broker or its 
intermediary.

	The value of the shares in the Fund can be expected to fluctuate 
daily.

	Orders for shares of the Fund received prior to the close of the 
Exchange (normal closing time is 4:00 p.m., Eastern Time) on any day 
the Exchange is open will be the net asset value effective at the 
close of the Exchange on such a day.  Orders received after the close 
of the Exchange will be valued at the net asset value computed on the 
next business day (i.e., the next day the Exchange is open).

	The minimum initial investment is $10,000 per investor.  This 
investment may be divided by a single investor among different 
investment accounts in the Fund that total $10,000 in the aggregate or 
between accounts in the Fund and The Berwyn Fund. Subsequent 
investments must be least $250 per account.  For Individual Retirement 
Accounts (each, an "IRA"), the minimum initial investment is $1,000.  
The minimum initial investment for a spousal IRA is $250.  


-12-
Subsequent investments in IRA accounts must be at least $250.  There 
are no minimum investment requirements for an investment in any 
retirement plan (other than an IRA) or custodial account for the 
benefit of a minor.  Initial investments must consist of a New Account 
Application and payment of the initial investment.  Investments are 
deemed effective when they are received at the office of the Fund's 
Transfer Agent, PFPC Inc., P. O. Box 8987, Wilmington DE 19899.

	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.

	An investor may also exchange securities for shares of the Fund.  
The securities offered by the investor, however, have to be acceptable 
to the Fund and the Fund reserves the right to reject any security 
that does not meet its criteria.

	To be acceptable to the Fund, the securities offered by the 
investor for both initial and subsequent investments must have a fair 
market value, determined as set forth below, of at least $20,000.  (An 
investor would be permitted to invest a combination of cash and 
securities totaling $20,000.)  The securities must meet the investment 
standards and criteria listed in the Fund's Prospectus and Statement 
of Additional Information ("SAI") and, the securities will not be 
accepted if the Fund would violate any of its investment restrictions 
by having the securities in its portfolio.  (See "Investment Objective 
Policies and Risk Factors" in the Prospectus and "Invesetment Policies 
and Risk Factors" and "Investment Restrictions" in the SAI.)

	The Adviser will determine the acceptability and the fair market 
value of the securities.  An investor wishing to exchange securities 
for Fund shares should write to the Adviser stating his intention to 
make an exchange and giving the names and amounts of securities being 
offered.  Within three business days of receipt of the letter, the 
Adviser will mail a notice to the investor accepting or rejecting the 
securities being offered.

	If the securities are acceptable to the Fund, the Adviser will 
also inform the investor in the notification of the preliminary value 
the Adviser has determined for each security being offered and the 
date upon which the valuation was made.  This amount may be different 
from the value obtained on the valuation date described below.

	The investor will have fourteen calendar days from receipt of 
the Adviser's notification to deliver to the Fund certificates for 
securities offered endorsed to The Berwyn Income Fund, Inc. (In the 
case of an initial investment, a New Account Application completed by 
the investor must accompany the certificates.)
 
	Upon receipt of the securities, the Fund will determine the 
value of the securities on the valuation date which will be the date 
on which the net asset value of shares of the Fund are next determined 
after receipt of such securities.  The amount of the investment in the 
Fund will be the offered value of the securities as determined by the 
Fund.  The value of each security offered by 


-13-
the investor will be determined on the valuation date as of the close 
of trading of the Exchange and the method of valuation will be the 
same as the one used to value the Fund's portfolio securities.  If a 
security being exchanged pays interest, the amount of interest due 
will be determined on the valuation date and the Fund will issue 
shares equal to the amount of accrued interest.  (See "Computation of 
Net Asset Value".)  Dividends due on any security will be paid to the 
person who is listed as owner on the record date.  For such an 
exchange, the net asset value of the shares of the Fund and the date 
upon which the investment is effective are determined in the same 
manner as for cash transactions.

	There may be Federal income tax consequences for an investor 
exchanging securities for Fund shares, and an investor should consult 
a qualified tax expert before entering into any exchange.

	In addition, to purchasing and redeeming shares through the 
Fund, investors may make telephone purchases and redemptions through 
broker-dealers who may charge a fee.  

DISTRIBUTOR

	Berwyn Financial Services Corp. ("Berwyn Financial"), located at 
1199 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 Fund.  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 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 shall 
continue to bear the expenses of all filing or notification fees 
incurred in connection with the registration of shares under state 
securities laws.  Berwyn Financial is affiliated with the Fund and the 
Adviser.  Robert E. Killen who is an Officer and Director of the Fund 
and the Adviser, is also a Director of Berwyn Financial.  Edward A. 
Killen is an Officer and Director of the Adviser and Berwyn Financial 
and he is a Director of the Fund.  Kevin M. Ryan is an Officer of the 
Fund and an Officer and Director of Berwyn Financial. 

EXCHANGE OF SHARES

	The Adviser to the Fund also manages The Berwyn Fund.  The 
Berwyn Fund was closed to new investors on January 1, 1998.  Only 
investors who were shareholders in Berwyn Income Fund, Inc. as of 
December 31, 1997 may exchange their shares for shares in The Berwyn 
Fund, Inc.  Shares may also be exchanged for shares in the Rodney 
Square Fund or the Rodney Square Tax-Exempt Fund (each of such Funds, 
a "Rodney Square Fund").  The Rodney Square 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 net asset value per share of the Funds involved next 
determined after an exchange has been requested.  The minimum initial 
investment of The Berwyn Fund is $10,000 ($1,000 for IRAs and no 
minimum initial investment for pension plans or custodial accounts for 
minors.)  The minimum initial 


-14-
investment for each of the Rodney Square Funds is $1,000.  A 
shareholder may make an exchange by telephone or written request.  
Telephone requests for an exchange may be made by calling the Fund's 
Transfer Agent at (800)992-6757 on any business day between 9:00 a.m. 
and 4:00 p.m.

	Subject to the foregoing minimum investment amounts, any 
shareholder will be permitted to exchange shares among the above 
mutual funds ("Eligible Funds").  When making a telephone exchange, 
the shareholder must know the account number of the account from which 
shares are exchanged and the social security or tax identification 
number under which the account is registered.  Shares will be 
exchanged only into an account that has same shareholder(s) of record 
and same social security or tax identification number.

	A shareholder in the Fund will be permitted to exchange the 
shares in his or her account for shares in one of the other Eligible 
Funds only 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 the shareholder desires.

	Before making an exchange, a shareholder should obtain and 
review a current prospectus of the Eligible Fund into which shares of 
the Fund will be exchanged.  Prospectuses for The Berwyn Fund or the 
Rodney Square Funds may be obtained from the Fund by writing to the 
Shareholder Services Agent of the Fund or calling (800) 992-6757.

	The exchange privilege is available only to investors residing 
in states where the Eligible Funds have filed a notice of sales with 
the sate securities administrator.

	The Fund, The Berwyn Fund and each of the Rodney Square Funds 
reserve the right to amend or change the exchange privilege upon 60 
days' notice to shareholders.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

	It will be the policy of the Fund to distribute substantially 
all of its net investment income and any net realized capital gains.  
Dividends from net investment income will be paid quarterly. 
Distribution of net realized short term capital gains, if any, may be 
made quarterly or annually based upon the determination of the Board 
of Directors.  Distribution of net realized long term capital gains, 
if any, will be made annually.

	Reinvestment of dividends and/or capital gains distributions 
will be made at the net asset value per share next determined after 
the record date.  At the election of the shareholder, dividends or 
capital gains distributions, or both, will be reinvested in the shares 
of the Fund or distributed in cash.  This election by the shareholder 
is made at the time of the initial purchase of shares indicating on 
the account application whether distribution or reinvestment is 
desired.

	The election of the shareholder to receive or reinvest dividends 
and/or capital gain distributions may be changed at any time after the 
initial account application is received.  To 


-15-
change the initial election, the shareholder must send the Fund a 
letter by certified mail, return-receipt requested, signed exactly as 
the shareholder's signature appears on the transfer agent's register, 
stating the change desired.

	The Fund qualified as a regulated investment company under 
Subchapter M of the Internal Revenue Code of 1986, as amended, in the 
past year and intends to continue to so qualify by complying with the 
provisions of this Subchapter in the future.

	Subchapter M provides that an investment company which qualifies 
will be relieved from Federal income tax on the income the company 
distributes.  Generally, shareholders of the investment company pay 
Federal income tax on dividends and capital gains distributions.  
Shareholders are responsible for the tax whether the dividend or 
capital gains distribution is received in cash or in additional shares 
of the Fund.  Shareholders who are not subject to income tax will not 
be required to pay tax on the amount distributed. The Fund will notify 
shareholders what portion of the distribution is from net investment 
income or capital gains.  

	A dividend shortly after a purchase of Fund shares is taxable to 
the shareholder even though it appears to be a return of capital.  

	Redemptions and exchanges of Fund shares are treated as sales of 
Fund shares.  Consequently, redemptions and exchanges are generally 
subject to capital gains tax. 

	In addition to Federal income tax, Fund distributions and 
capital gains or losses from the sale, redemption or exchange of Fund 
shares may also be subject to state and local taxes.  The Fund is 
required to withhold 31% of taxable dividends, capital gains 
distributions, and redemption proceeds paid to shareholders that do 
not provide their correct taxpayer identification number, certify that 
it is correct, and certify that they are not subject to backup 
withholding.

RETIREMENT PLANS

	The Fund sponsors IRAs, including "Roth" IRAs and an "Education" 
IRAs.  Individuals interested in having an IRA with the Fund may 
obtain an IRA information booklet and application forms by writing to 
the Shareholder Services Agent of the Fund or calling (800) 992-6757.

REDEMPTION OF SHARES

	The Fund will redeem any portion of or all shares in an account 
upon receipt of a written request from the shareholder by the Transfer 
Agent.  The Fund will also redeem shares worth up to $5,000 in value 
in an account upon a telephone request from a "qualified" shareholder.  
(To qualify for telephone redemption, a shareholder must check the box 
on the new account application.)  The redemption price will be the net 
asset value per share next determined after receipt of a notice of 
redemption.  Shareholders liquidating their holdings will receive upon 
redemption all dividends reinvested through the date of redemption.


-16-
	A shareholder who wishes to submit a written redemption request 
should mail it to Berwyn Income Fund, c/o PFPC, Inc., P.O. Box 8987, 
Wilmington, DE 19899.  The letter should list the shareholder's 
account number and the amount of money or number of shares being 
redeemed.  The letter should be signed by the person(s) in whose 
name(s) the shares are registered.

	A shareholder who qualifies for telephone redemption may redeem 
up to $5,000 from an account by telephoning the Transfer Agent at 
(800) 992-6757 on any business day between the hours of 9:00 a.m. and 
4:00 p.m.

	A shareholder requesting a redemption by telephone must give the 
account number for the account and the social security number or tax 
identification number under which the account is registered.  Checks 
will be issued only in the name(s) listed on the account and will be 
mailed only to the address listed.  

	Neither the Fund nor the Transfer Agent is responsible for any 
shareholder loss incurred in acting upon written or telephone 
instructions for redemption or exchange of shares which are reasonably 
believed to be genuine.  With respect to such telephone transactions, 
the Fund will ensure that reasonable procedures are used to confirm 
that instructions communicated by telephone are genuine (including 
verification of a form of personal identification).  Instructions 
received by telephone are generally tape recorded, and a written 
confirmation will be provided for all purchase, exchange and 
redemption transactions initiated by telephone.

	Payment will be mailed generally within seven days of receipt of 
a notice of redemption.

	The Fund also has a Systematic Withdrawal Plan ("SWP") under 
which an investor may have money automatically withdrawn from his or 
her account on a regular basis.  Investors who wish to establish a SWP 
should complete the section on systematic withdrawals on the account 
application.  

	The Fund reserves the right to redeem the Fund shares of, and 
send the redemption proceeds to, any shareholder whose total shares in 
all accounts fall below $1,000 in net asset value by reason of 
redemption.  Upon receiving written notice from the Fund, a 
shareholder must increase the shareholder's accounts net asset value 
to $1,000 or above within 60 days to prevent liquidation.

	When permitted by the Securities and Exchange Commission (the 
"SEC"), the Fund may suspend the right of redemption and may postpone 
payment for more than seven days during any period when the Exchange 
is closed, other than customary weekend and holiday closing; when 
trading on the Exchange is restricted, as determined by the SEC, 
during any period when an emergency, as defined by rules of the SEC, 
exists making disposal of portfolio securities or valuation of net 
assets by the Fund not reasonably practicable; or when the SEC may 
permit for the protection of shareholders of the Fund.




-17-
GENERAL INFORMATION

Capital Structure

	The Fund has authorized capital of 100,000,000 shares of common 
stock of $1 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, which means 
that the holders of more than 50% of the shares voting for election of 
Directors may elect 100% of the Directors if they choose to do so and, 
in such event, the holders of the remaining shares so voting will not 
be able to elect any Directors.

Transfer Agent and Dividend Paying Agent

	PFPC Inc., P. O. Box 8987, Wilmington, Delaware 19899 is the 
Transfer Agent and Dividend Paying Agent.

Shareholder Inquiries

	Shareholder inquiries may be made by writing to the Transfer 
Agent or calling the Transfer Agent at (800) 992-6757 between the 
hours of 9:00 a.m. and 4:00 p.m.

Share Certificates

	Share certificates will be issued only upon written request.

Reports

	The Fund will issue annual and semi-annual reports to 
shareholders and may issue quarterly reports.  In these reports 
management of the Fund will discuss the Fund's performance and compare 
the Fund's performance with the performance of certain bond indices 
and an index of income funds.  The annual report will contain audited 
financial statements and the semi-annual report will have unaudited 
financial statements.


ADDITIONAL INFORMATION

	This Prospectus omits certain information contained in the 
registration statement filed with the SEC.  The registration statement 
consists of three parts: the Prospectus, the SAI and a third section 
containing exhibits and other information.  A copy of the SAI is 
available from the Fund upon request free of charge.  The third part 
of the registration statement may be obtained from the SEC upon paying 
the charges prescribed.


-18-
	No person has been authorized to give any information or to make 
any representations other than those contained in this Prospectus and 
the SAI, and information or representations not herein contained, if 
given or made, must not be relied upon as having been authorized by 
the Fund.  This Prospectus does not constitute an offer or 
solicitation in any jurisdiction in which such offering may not 
lawfully be made.









































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20