OPINION OF COUNSEL




TO WHOM IT MAY CONCERN:

I am counsel to Berwyn Income Fund, Inc.  I am writing this letter to 
state my opinion as counsel that the shares of the Fund sold in 
calendar year 1998 were legally issued, fully paid and non-assessable.

Berwyn Income Fund, Inc., is a corporation incorporated under the laws 
of the Common-wealth of Pennsylvania on December 26, 1986.  Under its 
Articles of Incorporation, the Fund has the power to issue 20,000,000 
shares of common stock.  On February 7,1987, a shareholder resolution 
was approved that authorized the Board of Directors to issue shares of 
common stock in such amounts and proportions as from time to time it 
deemed appropriate and the Board was authorized to set the price at 
which shares would be sold.

On June 10, 1987, the Board approved a resolution authorizing the sale 
of 2,000,000 shares of common stock to the public.  The resolution 
directed that prior to sale, the shares be registered with the U.S. 
Securities and Exchange Commission and various states and that the 
shares be sold at their net asset value and that they be fully paid 
and non-assessable when issued.  The share registration with the 
Securities and Exchange Commission became effective September 3, 1987.

On December 11, 1992, the Board authorized the Fund to register an 
indefinite number of shares of common stock for sale with the 
Securities and Exchange Commission pursuant to rule 24f of the 
Investment Company Act of 1940.

Registration under Rule 24f became effective on March 24, 1993.  Under 
section 1524 of the Pennsylvania Business Corporation Law of 1988, 
shares of stock sold by Pennsylvania corporations after December 1988, 
will be deemed fully paid and non-assessable unless there are contrary 
provisions in Articles of Incorporation or By Laws.  There are no 
provisions in the Fund's Articles or By Laws that allow the Fund to 
issue stock that is not fully paid or to issue assessable stock.

Based upon the foregoing facts, it is my opinion that the shares 
issued in 1998 were legally issued, fully paid and non-assessable.



							KEVIN M. 
RYAN                             
							Kevin M. Ryan
							Counsel to the 
Fund

OPINION OF COUNSEL




TO WHOM IT MAY CONCERN:

I am counsel to Berwyn Income Fund, Inc.  I am writing this letter to 
state my opinion as counsel that the shares of the Fund sold in 
calendar year 1998 were legally issued, fully paid and non-assessable.

Berwyn Income Fund, Inc., is a corporation incorporated under the laws 
of the Common-wealth of Pennsylvania on December 26, 1986.  Under its 
Articles of Incorporation, the Fund has the power to issue 20,000,000 
shares of common stock.  On February 7,1987, a shareholder resolution 
was approved that authorized the Board of Directors to issue shares of 
common stock in such amounts and proportions as from time to time it 
deemed appropriate and the Board was authorized to set the price at 
which shares would be sold.

On June 10, 1987, the Board approved a resolution authorizing the sale 
of 2,000,000 shares of common stock to the public.  The resolution 
directed that prior to sale, the shares be registered with the U.S. 
Securities and Exchange Commission and various states and that the 
shares be sold at their net asset value and that they be fully paid 
and non-assessable when issued.  The share registration with the 
Securities and Exchange Commission became effective September 3, 1987.

On December 11, 1992, the Board authorized the Fund to register an 
indefinite number of shares of common stock for sale with the 
Securities and Exchange Commission pursuant to rule 24f of the 
Investment Company Act of 1940.

Registration under Rule 24f became effective on March 24, 1993.  Under 
section 1524 of the Pennsylvania Business Corporation Law of 1988, 
shares of stock sold by Pennsylvania corporations after December 1988, 
will be deemed fully paid and non-assessable unless there are contrary 
provisions in Articles of Incorporation or By Laws.  There are no 
provisions in the Fund's Articles or By Laws that allow the Fund to 
issue stock that is not fully paid or to issue assessable stock.

Based upon the foregoing facts, it is my opinion that the shares 
issued in 1998 were legally issued, fully paid and non-assessable.



					
	________________________________
						Kevin M. Ryan
						Counsel to the Fund