THE BERWYN FUNDS

Traditional Individual Retirement Account

THE BERWYN FUNDS

Traditional Individual Retirement Account



Application Instructions					11

IRA Disclosure Statement					12

Custodial Account Agreement				15

Application, Adoption Agreement
& Beneficiary Designation					11

Transfer Authorization Form				13
Rollover Certification Form				15
















APPLICATION INSTRUCTIONS

DO NOT USE THIS FORM TO ESTABLISH AN EDUCATION, ROTH, OR SIMPLE IRA.

1	HOW TO COMPLETE THE ENCLOSED FORMS:



If you are opening an IRA which will not contain contributions that 
have been transferred from another IRA or qualified retirement plan:

* To establish an IRA, please complete the "Application, Adoption 
Agreement and Beneficiary Designation" (Application).  Please note 
that the Applicant's name must be that of an individual, not a 
business.

* If you are opening an IRA for your spouse who is unemployed or earns 
less than you earn, a separate Application must be completed by your 
spouse.

* The maximum allowable contribution to your IRA for each tax year is 
the lesser of (a) $2,000 or (b) 100% of your compensation or earnings 
from self-employment.  If your spouse is not employed or earns less 
than you earn, your spouse may also contribute to an IRA.  The maximum 
contribution to your spouse's IRA for each tax year is the lesser of 
(a) $2,000, or (b) the combined compensation of both spouses, minus 
the dollar amount of the IRA contribution made by the compensated (or 
more highly compensated) spouse.  The total contribution to each 
individual's IRAs (deductible, non-deductible and Roth) combined 
cannot exceed these limits.

* The minimum initial investment per Fund is $1,000.  If you are 
dividing your contribution between IRAs for yourself and your spouse, 
the amounts invested per Fund in each account will be combined for the 
purpose of satisfying the minimum initial investment. Prospectuses for 
the Funds may be obtained from the Fund at 1-800-992-6757.  Please be 
sure to read the prospectus carefully before investing.

* Please be sure to read carefully the "Terms and Conditions of the 
IRA Adoption Agreement" in Section 5 of the Application.  There is a 
$10.00 annual custodial maintenance fee on each account in the Fund.

* Please make checks payable to THE BERWYN FUNDS.  If you are dividing 
your contribution between IRAs for yourself and your spouse, only one 
check, with instructions on how to allocate the contribution between 
accounts, needs to be included with both Applications.

If you are opening an IRA which will contain contributions which have 
been transferred from another IRA or qualified retirement plan:

* Please read and follow the general instructions above for 
establishing an IRA.  Be sure to note on the Application that your 
contribution is a transfer or rollover from another IRA or qualified 
retirement plan.

* To transfer the distribution from your current IRA or qualified 
retirement plan directly from that plan to your BERWYN FUNDS IRA, 
please complete a "Transfer Authorization/Direct Rollover Form."  
Please note that if an eligible rollover distribution from a qualified 
plan is not transferred directly to another qualified plan or an IRA, 
the IRS mandatory 20% withholding amount will be withheld from the 
distribution.

* To certify that the contribution you are making to the IRA is a 
rollover from an IRA or a qualified retirement plan, please complete 
the "Rollover Certification Form."  Rollovers must be completed within 
60 calendar days of the date you receive the distribution.

2    MAIL THE COMPLETED APPLICATION AND CHECK (IF APPLICABLE) TO:





		First Class Mail:				Overnight 
Express:
		THE BERWYN FUNDS			THE BERWYN FUNDS
		Attn: THE BERWYN FUNDS IRA		Attn: THE BERWYN 
FUNDS IRA
		PO Box 8987				400 Bellevue Pkwy 
Suite 108
		Wilmington, DE 19899-8987		Wilmington, DE  
19809-3710
							1-800-992-6757




INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE STATEMENT

The following information is the disclosure statement required by 
federal tax regulations.  You should read this disclosure statement, 
the Custodial Account Agreement, and the prospectuses for the Funds in 
which your BERWYN FUNDS  Individual Retirement Account (IRA) 
contributions will be invested.

REVOCATION OF YOUR IRA                                                      

You have the right to revoke your BERWYN FUNDS IRA and receive the 
entire amount of your initial contribution by notifying PNC Bank, 
National Association, the Custodian of your BERWYN FUNDS IRA, in 
writing within seven (7) days of establishment of your IRA.  If you 
revoke your IRA within seven days, you are entitled to a return of the 
entire amount paid by you, without adjustment for such items as sales 
commission, administrative expenses, or fluctuations in market value.  
If you decide to revoke your IRA, notice should be delivered or mailed 
to:

		First Class Mail:				Overnight 
Express:      
		PNC Bank, National Association		PNC Bank, 
National Association
		c/o PFPC Inc.				c/o PFPC Inc.
		Attn: THE BERWYN FUNDS IRA		Attn:  THE BERWYN 
FUNDS IRA
		PO Box 8987				400 Bellevue Pkwy 
Suite 108
		Wilmington, DE  19899-8987		Wilmington, DE  
19809-3710
							1-800-992-6757

	This notice should be signed by you and include the following:

		1.	The date;
		2.	A statement that you elect to revoke your 
BERWYN FUNDS IRA;
		3.	Your BERWYN FUNDS IRA account number;
		4.	The date your BERWYN FUNDS IRA was established;
		5.	Your signature and your printed or typed name.

Mailed notice will be deemed given on the date that it is postmarked, 
if it is deposited in the United States mail, first class postage 
prepaid and properly addressed.  This means that if you mail your 
notice it must be postmarked on or before the seventh day after your 
BERWYN FUNDS IRA was opened.  A revoked IRA will be reported to the 
Internal Revenue Service and the depositor on Forms 1099-R and 5498.

YOUR INDIVIDUAL RETIREMENT ACCOUNT

You have opened a BERWYN FUNDS Individual Retirement Account which is 
an account for the exclusive benefit of you and your beneficiaries, 
created by a written instrument (the Custodial Account Agreement).  
The following requirements apply to your BERWYN FUNDS IRA:  
		1.	Contributions, transfers and rollovers may be 
made only in "cash" by check, draft, or other form acceptable to the 
Custodian;
		2.	The Custodian must be a bank;
		3.	No part may be invested in life insurance;
		4.	Your interest must be nonforfeitable;
		5.	The assets of the custodial account may not be 
mixed with other property except in a common investment fund; and
		6.	You must begin receiving distributions from 
your account no later than April 1 of the year following the year in 
which you become 70-1/2 years old; and distributions must be completed 
over a period that is not longer than the joint life expectancy of you 
and your beneficiary.

CONTRIBUTIONS 
                                                         
The maximum allowable contribution to your IRAs (deductible, non-
deductible and Roth) for each tax year is the lesser of (a) $2,000 or 
(b) 100% of your compensation or earnings from self-employment.  If 
your spouse is not employed or earns less than you earn, your spouse 
may also contribute to an IRA.  The maximum contribution to your 
spouse's IRA for each tax year is the lesser of (a) $2,000, or (b) the 
combined compensation of both spouses, minus the dollar amount of the 
IRA  contribution made by the compensated (or more highly compensated) 
spouse.  The total combined contribution to each individual's IRAs 
(deductible, non-deductible and Roth) cannot exceed these limits.

EXCESS CONTRIBUTIONS                                                         

Amounts contributed to your BERWYN FUNDS IRA in excess of the 
allowable limit will be subject to a non-deductible excise tax of 6% 
for each year until the excess is used up as an allowable contribution 
(in a subsequent year) or returned to you.  A distribution of excess 
contributions must be included in your taxable income when 
distributed, and may also be subject to the 10% excise tax on early 
distributions discussed below. The 6% excise tax will not apply if the 
excess contribution and  earnings applicable to it are distributed by 
the due date for your federal income tax return, including extensions.  
If such a distribution is made by the due date of your tax return, 
only the earnings are taxable.
INCOME TAX DEDUCTION

Your contribution may be deductible on your federal income tax teturn.  
However, there is a phase-out of the IRA deduction if you are an 
active participant in an employer-sponsored retirement plan. The IRA 
deduction is reduced proportionately as adjusted gross income (for the 
1998 tax year) increases from $30,000 to $40,000 for a single 
individual, $50,000 to $60,000 for a married couple filing a joint 
return, or from $0 to $10,000 for a married individual who is an 
active participant and files a separate return.  The amount of the 
reduction is equal to 20% of the amount by which your adjusted gross 
income exceeds the $30,000, $50,000, and $0 amounts, respectively.  
The adjusted gross income limits will increase each year until the 
year 2005 when the IRA deductions will phase-out between $50,000 to 
$60,000 for single returns, and the year 2007 when the IRA deduction 
will phase-out between $80,000 to $100,000 for joint returns.  Your 
contributions in excess of the permitted deduction will be non-
deductible contributions.

A deductible IRA contribution can be made to your spouse's IRA even if 
you are an active participant in an employer-sponsored retirement 
plan, if your joint adjusted gross income for the tax year does not 
exceed $150,000, beginning in 1998.  The IRA deduction is reduced 
proportionally as your joint adjusted gross income increases from 
$150,001 to $160,000.

TAXATION OF DISTRIBUTIONS                                                   

The income of your BERWYN FUNDS IRA is not taxed until the money is 
distributed to you.  Distributions are taxable as ordinary income when 
received except that the amount of any distribution representing non-
deducted contributions or the return of an excess is not taxed.

In general, you may "rollover" a distribution from another IRA, an 
eligible rollover distribution from your employer's qualified plan, or 
distributions from certain tax deferred annuities or accounts.  If a 
distribution is rolled over, i.e. deposited to your BERWYN FUNDS IRA 
within 60 calendar days of receipt, the amount rolled over is not 
taxable.  The IRS enforces the 60-day time limit strictly.  You may 
rollover a portion of a distribution in which case the remainder will 
be subject to tax.  The IRS requires 20% of any distribution from your 
employer's qualified plan to be withheld for federal income tax unless 
your money is transferred in a direct asset transfer to an eligible 
retirement plan such as another qualified plan or IRA.  The rules 
regarding rollovers are complex and you should consult your tax 
adviser prior to rolling over all or part of a distribution.

Beginning in 1998, you may also "convert" all or a portion of your IRA 
to a Roth IRA if your adjusted gross income (joint or individual) does 
not exceed $100,000 for the tax year but not if the depositor is 
married and files a separate return.  A conversion is a type of 
distribution and is not tax-free.  Distributions are taxable as 
ordinary income when received except that the amount of any 
distribution representing non-deducted contributions is not taxed.  
For 1998 conversions, the amount that would be includable in your 
gross income is required to be spread over four years for federal 
income tax purposes.  The 10% penalty tax on early distributions does 
not apply to conversions.

Distributions under $10 will not be reported to you on IRS Form 1099-R 
after December 31, 1996, as allowed under IRS regulations.  However, 
you must still report these distributions to the IRS on IRS Form 1040 
as well as other forms which may be required to properly file your tax 
return.

PENALTY TAX ON CERTAIN TRANSACTIONS                                         

Excess Contributions
If you make an excess contribution to your IRA and it is not corrected 
on a timely basis, an excise tax of 6% is imposed on the excess 
amount.  This tax will apply each year to any part or all of the 
excess which remains in your account.

	Early Distributions
Your receipt or use of any portion of your account (excluding any 
amount representing a return of non-deducted contributions) before you 
attain age 59-1/2 is considered an early distribution.  The 
distribution is subject to a penalty tax equal to 10% of the 
distribution unless the distribution is a result of one of the 
following exceptions:
1. due to death, or
2. made because you became disabled, or 
3. used specifically for deductible medical expenses which exceed 7.5% 
of your adjusted gross income, or 
4. used for health insurance cost due to your unemployment, or 
5. used for higher education defined in section 529(e)(3) of the 
Internal Revenue Code, or
6. used to cover expenses of first time home purchase up to $10,000, 
or
7. part of a scheduled series of substantially equal payments over 
your life, or over the joint life expectancy of you and a beneficiary. 
If you request a distribution in the form of a series of substantially 
equal payments, and you modify the payments before 5 years have 
elapsed and before attaining age 59-1/2, the penalty tax will apply 
retroactively to the year payments began through the year of such 
modification.
The 10% penalty tax is in addition to any federal income tax that is 
owed at distribution.  For more information on the 10% penalty tax and 
the exceptions listed above, consult IRS Publication 590.

	Required Distributions
You are required to begin receiving minimum distributions from your 
IRA no later than April 1 following the calendar year in which you 
reach the age of 70-1/2.  The distribution may be paid either in 
installments, or in a lump sum.  The installments

may be paid over your life, or over the joint and last survivor life 
expectancy of you and your designated beneficiary.  If the amount 
distributed during a taxable year is less than the minimum amount 
required to be distributed, the recipient is subject to a penalty tax 
equal to 50% of the difference between the amount distributed and the 
amount required to be distributed.

	Excess Distributions
The 15% excess distribution and accumulation taxes have been 
permanently repealed.  The repeal applies to all excess distributions 
received after December 31, 1996, and all estates of decedents dying 
after December 31, 1996.  You should consult a qualified tax adviser 
to ensure you are exempt from these taxes.

ADDITIONAL INFORMATION ON DISTRIBUTIONS

An IRA distribution request form is available from the Custodian, and 
should be obtained and used to request any distribution from your IRA.

PROHIBITED TRANSACTIONS

If you or your beneficiary engage in any prohibited transaction (such 
as any sale, exchange, borrowing, or leasing of any property between 
you and your IRA; or any other interference with the independent 
status of the account), the account will lose its exemption from tax 
and be treated as having been distributed to you.  The value of the 
entire account will be includable in your gross income.  If you are 
under age 59-1/2, you would also be subject to the 10% penalty tax on 
early distributions.

If you or your beneficiary use (pledge) all or any part of your IRA as 
security for a loan, then the portion so pledged will be treated as if 
distributed to you, and will be taxable to you as ordinary income and 
subject to a 10% penalty tax if you have not attained age 59-1/2 
during the year which you make such a pledge.

INCOME TAX WITHHOLDING

The Custodian is required to withhold income tax from any distribution 
from your IRA to you at the rate of 10% unless you choose not to have 
tax withheld.  You may elect out of withholding by advising the 
Custodian in writing, prior to the distribution, that you do not want 
tax withheld from the distribution.  This election may be made on IRS 
Form W-4P, or any other form acceptable to the Custodian.  If you do 
not elect out of tax withholding, you may direct the Custodian to 
withhold an additional amount of tax in excess of 10%, but not more 
than 90%.

ADDITIONAL INFORMATION

For more detailed information, you may obtain Publication 590, 
Individual Retirement Arrangements (IRAs) from any district office of 
the Internal Revenue Service or by calling 1-800-TAX-FORM.

Any IRA transaction may have tax consequences; consult your tax 
adviser to obtain information about the tax consequences in connection 
with your particular circumstances.

INFORMATION ABOUT YOUR INVESTMENTS

A mutual fund investment involves investment risks, including possible 
loss of principal.  In addition, growth in the value of your account 
is neither guaranteed nor projected due to the characteristics of a 
mutual fund investment.  Detailed information about the shares of each 
mutual fund available for investment by your BERWYN FUNDS IRA must be 
furnished to you in the form of a prospectus.  The method for 
computing and allocating annual earnings is set forth in the 
prospectus.  (See prospectus section entitled "DIVIDENDS.")  If you 
made an initial contribution of $1,000 on the first day of a calendar 
year and no further investment during that year, your contribution 
would also be subject to certain costs and expenses which would reduce 
any yield you might obtain from your investment.  (See the prospectus 
section entitled "EXPENSE TABLE" and the sections referred to 
therein.)  For further information regarding expenses, earnings, and 
distributions, see the fund's financial statements, prospectus and/or 
statement of additional information.

FEES AND CHARGES

The charges in connection with your BERWYN FUNDS IRA are set forth in 
the Application.  The Custodian may also charge a service fee in 
connection with any distribution from your IRA.

IRS APPROVED FORM

Your BERWYN FUNDS IRA is the Internal Revenue Service's model 
custodial account contained in IRS Form 5305-A.  Certain additions 
have been added in Article VIII of the form.  By following this form, 
your BERWYN FUNDS IRA meets the requirements of the Internal Revenue 
Code.  However, the IRS has not endorsed the merits of the investments 
allowed under the IRA.   Form 5305-A may also be used by qualifying 
employers in conjunction with Form 5305-SEP to establish a simplified 
employee pension plan (SEP) on behalf of employees.  If your IRA is 
part of a SEP, details regarding SEPs should also be provided by your 
employer.  This form cannot be used with Education, Roth or SIMPLE 
IRAs.

CUSTODIAL ACCOUNT AGREEMENT
(Under section 408(a) of the Internal Revenue Code - Form 5305-A 
(Revised January 1998))

The depositor whose name appears in the accompanying Application is 
establishing an individual retirement account (IRA) under section 
408(a) to provide for his or her retirement and for the support of his 
or her beneficiaries after death.  The custodian, PNC Bank, National 
Association (PNC Bank), has given the depositor the disclosure 
statement required under Regulations section 1.408-6. 

The depositor and the custodian make the following agreement:

ARTICLE I

The Custodian may accept additional cash contributions on behalf of 
the depositor for a tax year of the depositor.  The total cash 
contributions are limited to $2,000 for the tax year unless the 
contribution is a rollover contribution described in section 402(c), 
403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to a 
simplified employee pension plan as described in section 408(k).

ARTICLE II

The depositor's interest in the balance in the custodial account is 
nonforfeitable.

ARTICLE III

1.   No part of the custodial funds may be invested in life insurance 
contracts, nor may the assets of the custodial account be commingled 
with other property except in a common trust fund or common investment 
fund (within the meaning of section 408(a)(5)).

2.  No part of the custodial funds may be invested in collectibles 
(within the meaning of section 408(m)) except as otherwise permitted 
by section 408(m)(3), which provides an exception for certain gold, 
silver and platinum coins, coins issued under the laws of any state 
and certain bullion.

ARTICLE IV

1.  Not withstanding any provision of this agreement to the contrary, 
the distribution of the depositor's interest in the custodial account 
shall be made in accordance with the following requirements and shall 
otherwise comply with section 408(a)(6) and Proposed Regulations 
section 1.408-8, including the incidental death benefit provisions of 
Proposed Regulations section 1.401(a)(9)-2, the provisions of which 
are incorporated by reference.

2.  Unless otherwise elected by the time distributions are required to 
begin to the depositor under paragraph 3, or to the surviving spouse 
under paragraph 4, other than in the case of a life annuity, life 
expectancies shall be recalculated annually.  Such election shall be 
irrevocable as to the depositor and the surviving spouse and shall 
apply to all subsequent years.  The life expectancy of a nonspouse 
beneficiary may not be recalculated.

3.  The depositor's entire interest in the custodial account must be, 
or begin to be, distributed by the depositor's required beginning 
date, April 1 following the calendar year end in which the depositor 
reaches age 70 1/2.  By that date, the depositor may elect, in a 
manner acceptable to the custodian, to have the balance in the 
custodial account distributed in:

(a) A single sum payment.

(b) An annuity contract that provides equal or substantially equal 
monthly, quarterly, or annual payments over the life of the depositor.

(c) An annuity contract that provides equal or substantially equal 
monthly, quarterly, or annual payments over the joint and last 
survivor lives of the depositor and his or her designated beneficiary.

(d) Equal or substantially equal annual payments over a specified 
period that may not be longer than the depositor's life expectancy.

(e) Equal or substantially equal annual payments over a specified 
period that may not be longer than the joint life and last survivor 
expectancy of the depositor and his or her designated beneficiary.

4.  If the depositor dies before his or her entire interest is 
distributed to him or her, the entire remaining interest will be       
distributed as follows:

(a) If the depositor dies on or after distribution of his or her 
interest has begun, distribution must continue to be made in 
accordance with paragraph 3.


(b) If the depositor dies before distribution of his or her interest 
has begun, the entire remaining interest will, at the election of the 
depositor or, if the depositor has not so elected, at the election of 
the beneficiary or beneficiaries, either

(i) Be distributed by the December 31 of the year containing the fifth 
anniversary of the depositor's death, or

(ii) Be distributed in equal or substantially equal payments over the 
life or life expectancy of the designated beneficiary or beneficiaries 
starting by December 31 of the year following the year of the 
depositor's death.  If, however, the beneficiary is the depositor's 
surviving spouse, then this distribution is not required to begin 
before December 31 of the year in which the depositor would have 
reached age 70 1/2.

(c) Except where distribution in the form of an annuity meeting the 
requirements of section 408(b)(3) and its related regulations has 
irrevocably commenced, distributions are treated as having begun on 
the depositor's required beginning date, even though payments may 
actually have been made before that date.

(d) If the depositor dies before his or her entire interest has been 
distributed and if the beneficiary is other than the surviving spouse, 
no additional cash contributions or rollover contributions may be 
accepted in the account.

5.  In the case of a distribution over life expectancy in equal or 
substantially equal annual payments, to determine the minimum annual 
payment for each year, divide the depositor's entire interest in the 
custodial account as of the close of business on December 31 of the 
preceding year by the life expectancy of the depositor (or the joint 
life and last survivor expectancy of the depositor and the depositor's 
designated beneficiary, or the life expectancy of the designated 
beneficiary, whichever applies).  In the case of distributions under 
paragraph 3, determine the initial life expectancy (or joint life and 
last survivor expectancy) using the attained ages of the depositor and 
designated beneficiary as of their birthdays in the year the depositor 
reaches age 70 1/2.  In the case of a distribution in accordance with 
paragraph 4(b)(ii), determine life expectancy using the attained age 
of the designated beneficiary as of the beneficiary's birthday in the 
year distributions are required to commence.

6.  The owner of two or more individual retirement accounts may use 
the "alternative method" described in Notice 88-38, 1988-1 C.B. 524, 
to satisfy the minimum distribution requirement described above.  This 
method permits an individual to satisfy these requirements by taking 
from one individual retirement account the amount required to satisfy 
the requirement for another.

ARTICLE V

1.  The depositor agrees to provide the custodian with information 
necessary for the custodian to prepare any reports required under 
sections 408(i) and Regulations sections 1.408-5 and 1.408-6.

2.  The custodian agrees to submit reports to the Internal Revenue 
Service and the depositor as prescribed by the Internal Revenue 
Service.

ARTICLE VI

Notwithstanding any other articles which may be added or incorporated, 
the provisions of Articles I through III and this sentence will be 
controlling.  Any additional articles that are not consistent with 
section 408(a) and the related regulations will be invalid.

ARTICLE VII

This agreement will be amended from time to time to comply with the 
provisions of the Code and related regulations.  Other amendments may 
be made with the consent of the depositor and the custodian.

ARTICLE VIII

	1.	All funds in the custodial account (including earnings) 
shall be invested in shares of beneficial interest of any one or more 
of the regulated investment companies managed by the company listed on 
the Application Form ("company") contained in this package or any of 
its subsidiaries or affiliates, and which have been designated by such 
company as eligible for investment under this custodial account, which 
investment companies shall be collectively referred to as "the Funds" 
and which shares shall be collectively referred to as "Fund Shares".  
Fund Shares shall be purchased at the public offering value for Fund 
Shares next to be determined after receipt of the contribution by the 
custodian or its agent.

	2.	The shareholder of record of all Fund Shares shall be 
the custodian or its nominee.

	3.	The depositor shall, from time to time, direct the 
custodian to invest the funds of his/her custodial account in Fund 
Shares.  Any funds which are not directed as to investment will be 
returned to the depositor without being deemed to have been 
contributed to his/her custodial account.  The depositor shall be the 
beneficial owner of all Fund Shares held in the custodial account, and 
the custodian shall not vote any such shares except upon written 
direction of the depositor.

	4.	The custodian agrees to forward, or to cause to be 
forwarded, to every depositor the then-current prospectus(es) of the 
Funds, as applicable, which have been designated by the company as 
eligible for investment under the custodial account and selected by 
the depositor for such investment, and all notices, proxies and 
related proxy soliciting materials applicable to said Fund Shares 
received by it.

	5.	Each depositor shall have the right by written notice 
to the custodian to designate or to change a beneficiary to receive 
any benefit to which such depositor may be entitled in the event of 
his/her death prior to the complete distribution of such benefit.  If 
no such designation is in effect on the depositor's death, or if the 
designated beneficiary has predeceased the depositor, the beneficiary 
shall be the depositor's estate.

	6.	(a)	The custodian shall have the right to receive 
rollover contributions as described in Article I of this Agreement.  
The custodian reserves the right to refuse to accept any property 
which is not in the form of cash.

		(b)	The custodian, upon written direction of the 
depositor and after submission to the custodian of such documents as 
it may reasonably require, shall transfer the assets held under this 
Agreement (reduced by (1) any amounts referred to in paragraph 8 of 
this Article VIII and (2) any amounts required to be distributed 
during the calendar year of transfer) to a qualified retirement plan, 
to a successor individual retirement account, to an individual 
retirement annuity for the depositor's benefit, or directly to the 
depositor.

Any amounts received or transferred by the custodian under this 
paragraph 6 shall be accompanied by such records and other documents 
as the custodian deems necessary to establish the nature, value and 
extent of the assets and of the various interests therein.

	7.	Without in any way limiting the foregoing, the 
depositor hereby irrevocably delegates to the custodian the right and 
power to amend at any time and from time to time the terms and 
provisions of this Agreement and hereby consents to such amendments, 
provided they shall comply with all applicable provisions of the Code, 
the Treasury regulations thereunder and with any other governmental 
law, regulation or ruling.  Any such amendments shall be effective 
when the notice of such amendments is mailed to the address of the 
depositor indicated by the custodian's records.

	8.	Any income taxes or other taxes of any kind whatsoever 
levied or assessed upon or in respect of the assets of the custodial 
account or the income arising therefrom, any transfer taxes incurred, 
all other administrative expenses incurred, all other administrative 
expenses incurred by the custodian in the performance of its duties 
including fees for legal services rendered to the custodian, and the 
custodian's compensation may be paid by the depositor and, unless so 
paid within such time period as the custodian may establish, shall be 
paid from the depositor's custodial account.  The custodian reserves 
the right to change or adjust its compensation upon 30 days advance 
notice to the depositor.

	9.	The benefits provided hereunder shall not be subject to 
alienation, assignment, garnishment, attachment, execution, or levy of 
any kind, and any attempt to cause such benefits to be so subjected 
shall not be recognized, except to such extent as may be required by 
law.

	10.	The custodian may rely upon any statement by the 
depositor (or the depositor's beneficiary if the depositor is 
deceased) when taking any action or determining any fact or question 
which may arise under this Custodial Agreement.  The depositor hereby 
agrees that the custodian will not be liable for any loss or expense 
resulting from any action taken or determination made in reliance on 
such statement.  The depositor assumes sole responsibility for 
assuring that contributions to the custodial account satisfy the 
limits specified in the appropriate provisions of the Code.

	11.	The custodian may resign at any time upon 30 days 
written notice to the depositor and may be removed by the depositor at 
any time upon 30 days written notice to the custodian.  Upon the 
resignation or removal of the custodian, a successor custodian shall 
be appointed within 30 days of such resignation notice and in the 
absence of such appointment, the custodian shall appoint a successor 
unless the Agreement be sooner terminated.  Any successor custodian 
shall be a bank (as defined in section 408(n) of the Code) or such 
other person found qualified to act as a custodian under an individual 
account plan by the Secretary of the Treasury or his delegate.  The 
appointment of a successor custodian shall be effective upon receipt 
by the custodian of such successor's written acceptance which shall be 
submitted to the custodian and the depositor.  Within 30 days of the 
effective date of a successor custodian's appointment, the custodian 
shall transfer and deliver to the successor custodian applicable 
account records and assets of the custodial account (reduced by any 
unpaid amounts referred to in paragraph 8 of this Article VIII).  The 
successor custodian (or any successor thereto) shall be subject to the 
provisions of this Agreement on the effective date of its appointment.

	12.	The custodian shall, from time to time, in accordance 
with instructions in writing from the depositor (or the depositor's 
beneficiary if the depositor is deceased), make distributions out of 
the custodial account in the manner and amounts as may be specified in 
such instructions (reduced by any amounts referred to in Article VIII, 
paragraph 8).  An IRA Withdrawal Authorization form is available from 
the custodian, and should be obtained and used to request any 
distribution from your IRA.  Notwithstanding the provisions of Article 
IV above, the custodian assumes (and shall have) no responsibility to 
make any distribution from the custodial account unless and until such 
written instructions specify the occasion for such distribution and 
the elected manner of distribution, except as set forth in the second 
part of this paragraph (12) below, with respect to age 70 1/2 
distributions.  Prior to making any such distribution from the 
custodial account, the custodian shall be furnished with any and all 
applications, certificates, tax waivers, signature guarantees, and 
other documents (including proof of any legal representative's 
authority) deemed necessary or advisable by the custodian, but the 
custodian shall not be liable for complying with written instructions 
which appear on their face to be genuine, or for refusing to comply if 
not satisfied such instructions are genuine, and assumes no duty of 
further inquiry.  Upon receipt of proper written instructions as 
required above, the custodian shall cause the assets of the custodial 
account to be distributed in cash and/or in kind, as specified in such 
written instructions.

The depositor may select as a method of distribution under Article IV, 
paragraph 3, option (a), (d), or (e); but may not select option (b) or 
(c), notwithstanding description of such in Article IV.  If the 
depositor requests age 70 1/2 distribution by timely written 
instruction but does not choose any of the methods of distribution 
described above by the April 1st following the calendar year in which 
he or she reaches age 70 1/2, distribution to the depositor will be 
made in accordance with Article IV, paragraph 3, option (d).  If the 
depositor does not request age 70 1/2 distribution from the custodial 
account by timely written instruction, or does not specify a method of 
calculating the amount of the age 70 1/2 distribution which the 
depositor will be taking from another IRA(s), calculation of the 
current year Required Minimum Distribution amount which can not be 
transferred or rolled over to another IRA will be made in accordance 
with Article IV, paragraph 3, option (d).

	13.	Distribution of the assets of the custodial account 
shall be made in accordance with the provisions of Article IV as the 
depositor (or the depositor's beneficiary if the depositor is 
deceased) shall elect by written instructions to the custodian; 
subject, however, to the provisions of sections 401(a)(9), 408(a)(6) 
and 403(b)(10) of the Code, the regulations promulgated thereunder, 
and the following:

		(i)	The recalculation of life expectancy of the 
depositor and/or the depositor's spouse may be made only at the 
written election of the depositor.  The recalculation of life 
expectancy of the surviving spouse shall only be made at the written 
election of the surviving spouse.
		(ii)	If the depositor dies before his/her entire 
interest in the custodial account has been distributed, and if the 
designated beneficiary of the depositor is the depositor's surviving 
spouse, the spouse may treat the custodial account as his/her own 
individual retirement arrangement.  This election will be deemed to 
have been made if the surviving spouse makes a regular IRA 
contribution to the custodial account, makes a rollover to or from 
such custodial account, or fails to receive a payment from the 
custodial account within the appropriate time period applicable to the 
deceased depositor under section 401(a)(9)(B) of the Code.
		(iii)	If the depositor's designated beneficiary is 
not his/her spouse, then distributions to the beneficiary commencing 
with the depositor's required beginning date shall comply with the 
minimum distribution incidental benefit requirement.

		The provisions of this paragraph (13) of Article VIII 
shall prevail over the provisions of Article IV to the extent the 
provisions of this paragraph (13) are permissible under proposed 
and/or final regulations promulgated by the Internal Revenue Service.

	14.	In the event any amounts remain in the custodial 
account after the death of the depositor, the rights of the depositor 
hereunder shall thereafter be exercised by his or her beneficiary.

	15.	The custodian is authorized to hire agents (including 
any transfer agent for Fund Shares) to perform certain duties 
hereunder.

	16.	This Agreement shall terminate coincident with the 
complete distribution of the assets of the depositor's account.

	17.	All notices to be given by the custodian to the 
depositor shall be deemed to have been given when mailed to the 
address of the depositor indicated by the custodian's records.

	18.	The custodian shall not be responsible for any losses, 
penalties or other consequences to the depositor or any other person 
arising out of the making of, or the failure to make, any contribution 
or withdrawal.

	19.	In addition to the reports required by paragraph (2) of 
Article V, the custodian shall periodically cause to be mailed to the 
depositor in respect of each such period an account of all 
transactions affecting the custodial account during such period and a 
statement showing the custodial account as of the end of such period. 
If, within 60 days after such mailing, the depositor has not given the 
custodian written notice of any exception or objection thereto, the 
periodic accounting shall be deemed to have been approved and, in such 
case or upon the written approval of the depositor, the custodian 
shall be released, relieved and discharged with respect to all matters 
and statements set forth in such accounting as though the account had 
been settled by judgment or decree of a court of competent 
jurisdiction.

	20.	In performing the duties conferred upon the custodian 
by the depositor hereunder, the custodian shall act as the agent of 
the depositor.  The parties do not intend to confer any fiduciary 
duties on the custodian and none shall be implied.  The custodian 
shall not be liable (and does not assume any responsibility) for the 
collection of contributions, the deductibility or the propriety of any 
contribution under this Agreement, the selection of any Fund Shares 
for this custodial account, or the purpose or propriety of any 
distribution made in accordance with Article IV and Paragraph 12 or 13 
of Article VIII, which matters are the sole responsibility of the 
depositor or the depositor's beneficiary, as the case may be.

	21.	The custodian shall be responsible solely for the 
performance of those duties expressly assigned to it in this Agreement 
and by operation of law.  The custodian shall have no duty to account 
for deductible contributions separately from nondeductible 
contributions, unless required to do so by applicable law.  In 
determining the taxable amount of a distribution, the depositor shall 
rely only on his or her Federal tax records, and the custodian shall 
withhold Federal income tax from any distribution from the custodial 
account as if the total amount of the distribution is includable in 
the depositor's income.

22.	Except to the extent superseded by Federal law, this Agreement 
shall be governed by, and construed, administered and enforced 
according to, the laws of the Commonwealth of Pennsylvania, and all 
contributions shall be deemed made in Pennsylvania.

GENERAL INSTRUCTIONS

	(Section references are to the Internal Revenue Code unless 
otherwise noted.)

Purpose of Form

Form 5305-A is a model custodial account agreement that meets the 
requirements of section 408(a) and has been automatically approved by 
the IRS.  An individual retirement account (IRA) is established after 
the form is fully executed by both the individual (depositor) and the 
custodian and must be completed no later than the due date of the 
individual's income tax return for the tax year (without regard to 
extensions).  This account must be created in the United States for 
the exclusive benefit of the depositor or his or her beneficiaries.

Individuals may rely on regulations for the Tax Reform Act of 1986 to 
the extent specified in those regulations.

Do not file Form 5305-A with the IRS.  Instead, keep it for your 
records.

For more information on IRAs, including the required disclosures the 
custodian must give the depositor, get Pub. 590, Individual Retirement 
Arrangements (IRAs).

Definitions

Custodian.  The custodian must be a bank or savings and loan 
association, as defined in section 408(n), or any person who has the 
approval of the IRS to act as custodian.

Depositor.  The depositor is the person who establishes the custodial 
account.

Identifying Number

The depositor's social security number will serve as the 
identification number of his or her IRA.  An employer identification 
number (EIN) is required only for an IRA for which a return is filed 
to report unrelated business taxable income.  An EIN is required for a 
common fund created for IRAs.

IRA for Nonworking Spouse

Form 5305-A may be used to establish the IRA custodial account for a 
nonworking spouse.

Contributions to an IRA custodial account for a nonworking spouse must 
be made to a separate IRA custodial account established by the 
nonworking spouse.



SPECIFIC INSTRUCTIONS

Article IV. - Distributions made under this article may be made in a 
single sum, periodic payment, or a combination of both.  The 
distribution option should be reviewed in the year the depositor 
reaches age 70 1/2 to ensure that the requirements of section 
408(a)(6) have been met.

Article VIII. - Article VIII and any that follow it may incorporate 
additional provisions that are agreed to by the depositor and 
custodian to complete the agreement.  They may include, for example, 
definitions, investment powers, voting rights, exculpatory provisions, 
amendment and termination, removal of the custodian, custodian's fees, 
state law requirements, beginning date of distributions, accepting 
only cash, treatment of excess contributions, prohibited transactions 
with the depositor, etc.  Use additional pages if necessary and attach 
them to this form.

Note: Form 5305-A may be reproduced and reduced in size.

THE BERWYN FUNDS	IRA APPLICATION
c/o PFPC Inc. PO Box 8987	ADOPTION AGREEMENT &
Wilmington DE 19899-8987	BENEFICIARY DESIGNATION
Page 1 of 2
For assistance in completing this form please call 1-800-992-6757.
	Both pages must be completed.
1.  Please tell us about yourself:  This information is required in 
order to establish your account.


                                                                               
                                                                  
-             -           .
First			Middle				Last Name	
			Social Security Number
                                             
        

 
                                                        
/            /            .
Street									
			       Date of Birth
                                             
                                                   
(            )             .
City								State 	
	Zip Code	          Telephone

2.  Please tell us how to invest your funds.  Please indicate the 
percentage of your contribution you wish to invest in each Fund.  The 
initial investment must be at least $1,000.

Please indicate type of account you are opening:    Regular IRA     
		   IRA Rollover		  SEP IRA

  CONTRIBUTION - This contribution applies to the tax year 19_______.
(Regular and SEP-IRAs ONLY.  Contributions will be considered CURRENT 
year if not marked.)

  ROLLOVER - This contribution is a ROLLOVER or DIRECT ROLLOVER from 
either a qualified retirement plan or another IRA which has been 
completed within 60 days of receipt of the funds.  If a Direct 
Rollover please attach proper documents to transfer funds, otherwise 
complete the Rollover Certification Form.

  TRANSFER OF ASSETS - The initial contribution to this account is a 
TRANSFER OF ASSETS.  I have attached a completed "Transfer of 
Assets/Direct Rollover" form.

THE BERWYN FUND		$                                     OR        
%  ________________

BERWYN INCOME FUND	$                                     OR        
%  ________________

					$                                     
OR       %   ________________

					$                                     
OR       %   ________________

3.  BENEFICIARY DESIGNATION
Complete this section to designate Primary and Contingent 
Beneficiary(ies) to receive, in the event of your death, any benefits 
which may be payable under your IRA.  A beneficiary must survive you 
to receive anything.  If your Primary Beneficiary(ies) do not survive 
you, your Contingent Beneficiary(ies) will receive the funds.  If more 
than one person is named and no percentage is indicated, a joint 
tenancy with the right of survivorship will be deemed to have been 
created.  If the beneficiary is a trust, please indicate the date of 
the trust and the trustee(s) name.  You may change your beneficiaries 
at any time by giving written notice to the custodian.

Participant's Designation: In the event of my death, I hereby 
designate the following individuals as the Primary and Contingent 
Beneficiary(ies) to receive all benefits that may become due and 
payable under my BERWYN FUNDS IRA.

Consent of Participant's Spouse: Spousal consent is required in 
community property and marital property states where an IRA depositor 
wishes to name a beneficiary other than, or in addition to, the 
spouse.  Spouses of Participants who reside in community property or 
marital property states (AZ, CA, ID, LA, NV, NM, TX, WA, WI) must sign 
the consent below.

I hereby consent to and join in the designation of beneficiary(ies) 
below.  I give to the depositor any interest I have in the funds 
deposited in this account.

______________________________________________________________________
_______________________________
Signature of Participant's Spouse (if applicable)			
				Date

(over)
THE BERWYN FUNDS	IRA APPLICATION
Page 2 of 2	ADOPTION AGREEMENT &
	BENEFICIARY DESIGNATION
Primary Beneficiary(ies):   Please check here if you have attached a 
separate sheet with additional Primary Beneficiaries.  Sign and date 
the sheet.

____________________________________________________      
____________________________________________________
Name					% of Distribution	
	Name					% of Distribution
____________________________________________________      
____________________________________________________
Street								Street
____________________________________________________      
____________________________________________________
City					State     Zip Code	
	City					State    Zip Code
____________________________________________________      
____________________________________________________
Birth Date				Relationship		Birth Date
				Relationship
___________________________________(______)__________      
__________________________________(_______)__________
Social Security Number  			Telephone	
	Social Security Number		      Telephone

Contingent Beneficiary(ies):   Please check here if you have attached 
a separate sheet with additional Contingent Beneficiaries.  Sign and 
date the sheet.

____________________________________________________      ___   
_______________________________________________
Name					% of Distribution	
	Name					% of Distribution
____________________________________________________      
____________________________________________________
Street								Street
____________________________________________________      
____________________________________________________
City					State     Zip Code	
	City					State    Zip Code
____________________________________________________      
____________________________________________________
Birth Date				Relationship		Birth Date
			 	Relationship
___________________________________(______)__________      
__________________________________(______)__________
Social Security Number			Telephone		Social 
Security Number		     Telephone

TERMS AND CONDITIONS OF THE IRA ADOPTION AGREEMENT

Please sign and date this IRA Application Agreement & Beneficiary 
Designation form "Application".  You, the depositor, acknowledge that 
you have received and read the current Prospectus for each Fund which 
you have designated for investment.

All subsequent contributions will be invested as indicated by you in 
the "Investment" section of this form.  All dividends and 
distributions from the Fund shares held in your Account will be 
reinvested in shares of the Fund from which received.  The custodian, 
upon written instructions from you, may exchange any BERWYN FUNDS 
shares for any other BERWYN FUNDS shares in accordance with the then 
current prospectus.

Custodial Fees: $10.00 annual maintenance fee per account.  The annual 
maintenance fee may be paid by the depositor in addition to the 
maximum annual contribution to his or her IRA.  If the fee is not 
included, the custodian will deduct the fee from the Account at year-
end or at the time the Account is closed.

The custodian reserves the right to change the custodian fee, but will 
give at least 30 days written notice to the depositor of any fee 
changes.  The custodian will keep those records, identify and file 
returns and provide other information concerning your Account as 
required of custodians by the Internal Revenue Code and any 
Regulations issued or forms adopted by the Treasury Department of the 
United States.

I (the depositor) hereby establish an IRA under the terms and 
conditions contained in the accompanying Custodial Account Agreement, 
which is incorporated herein by reference.  The combined instrument is 
hereinafter referred to as the "Agreement."  This IRA becomes 
effective upon written acceptance of this Application by the 
custodian, PNC Bank, National Association, which written acceptance 
shall consist of a confirmation of transaction statement issued by the 
custodian.  The depositor understands and agrees that the custodian is 
not responsible for any assets until received.

I (the depositor) certify under penalties of perjury that my Social 
Security Number is true, correct and complete and that this number is 
my Taxpayer Identification Number.

Owner's 
Signature_____________________________________________________________
___________     Date________________________

Acceptance by custodian shall consist of a confirmation of transaction 
statement issued by the custodian: PNC Bank, National Association, C/O 
PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809.


FOR DEALER USE ONLY


_______________________________________________________               
________________________________________________________________
Broker/Dealer Number						
	Representative's Number


__________________________________________________________               
__  _____________________________________________________________
Broker/Dealer Number						
	Representative's Number

rev 3/97
THE BERWYN FUNDS	Transfer of Assets/Direct Rollover
Page 1 of 2	IRA and SEP-IRA Plans
Instructions for completing this form are provided on page 2
1.  Please tell us about yourself:

                                                    
                                                             
/             /               .
Name  (Exactly as it appears on your current retirement account)	
				     Date of Birth

                               
                                                               
-            -               .
Street									
			 Social Security Number

                                             
                                                             
(            )                 .
City								State 	
	Zip Code	      Daytime Telephone

2.  Please tell us where to invest.  Complete items A, B, C and D.

A.  I am opening a new account(s) and have attached the		C.  
Type of Account:	  IRA		  SEP-IRA
           required application or documents.
      Deposit the proceeds into my existing retirement account	
	D.  Type of Request:	  Transfer of Assets (like plans)
									
			  Direct Rollover QRP to IRA
B.   Please purchase into the following funds or account:.		
					  403(b) to IRA

THE BERWYN FUND		$                                     OR        
%  ________________

BERWYN INCOME FUND	$                                     OR        
%  ________________

					$                                     
OR       %   ________________

					$                                     
OR       %   ________________

3.  Please tell us about your current plan and authorize the transfer 
from your current custodian.
* Check with your current custodian for the correct address and if 
they need a signature guarantee to avoid delays.
* Attach a copy of a current statement if possible. 
Type of Account you are transferring from (check one):
 IRA	 SEP-IRA	 403(b)		Qualified Plan

________________________________________________________
Name of current Custodian or Agent

________________________________________________________
Address of current Custodian or Agent

________________________________________________________
City					State	Zip Code

(          )                                               Telephone 
Number of Custodian
I authorize the transfer of assets or direct rollover as noted above 
to my BERWYN FUNDS IRA and authorize THE BERWYN FUNDS and PNC Bank, 
N.A. to process this request on my behalf.  I understand it is my 
responsibility to assure the prompt transfer of assets by the current 
custodian.  I have read and understand all information in the 
instructions and hereby provide the applicable direct rollover 
certification.

________________________________________________________
Signature of IRA Depositor (Required)			Date

________________________________________________________
Signature Guarantee Stamp and Signature
(If required by your current custodian or transfer agent)

Please transfer the following investments to PNC Bank, N.A. as 
custodian for THE BERWYN FUNDS retirement plans.
For Certificate of Deposits   Immediately  At Maturity  __________
						                  Date

1._______________________________________________________
Fund Name or Type of Investment to be transferred

_________________________________________________________
Account Number for Investment 1
 Entire Account		 Partial $____________________

2 _______________________________________________________
Fund Name or Type of Investment to be transferred

_________________________________________________________
Account Number for Investment 2
 Entire Account		 Partial $____________________

TO BE COMPLETED BY PNC BANK CUSTODIAN ONLY
ISSUE CHECK PAYABLE TO:

THE BERWYN FUNDS FBO:________________________________

Account No:__________________________________________

SSN: _______________________________________________



(over)
THE BERWYN FUNDS	Transfer of Assets/Direct Rollover
Page 2 of 2	IRA and SEP-IRA Plans

INSTRUCTIONS TO THE SHAREHOLDER (PLEASE READ CAREFULLY):

This form will be used by THE BERWYN FUNDS to initiate a transfer of 
assets or direct rollover on your behalf from an existing Retirement 
Plan account as designated on this form to your IRA plan at THE BERWYN 
FUNDS.  If you are over 70 1/2 please advise us if you wish to take 
required distributions from this account and what your distribution 
election is; otherwise no action will be taken on our part.  Please 
remember that TRANSFER OF ASSETS can only occur between the SAME type 
of retirement plans, example IRA to IRA.  If you are requesting a 
DIRECT ROLLOVER, please read the section below.  For certificate of 
deposits please indicate if you wish to have the funds transferred 
immediately, which may incur a redemption penalty if they have not 
matured, or at maturity.  We cannot accept requests to transfer assets 
from certificates more than 60 days prior to their maturity.  When 
completed, please return the signed form, a copy of your current 
custodian's account statement, and the appropriate new account 
application for your IRA if required to:

First Class Mail				Overnight Mail:
THE BERWYN FUNDS			THE BERWYN FUNDS
C/O PFPC Inc.				C/O PFPC Inc.
PO Box 8987				400 Bellevue Pkwy Suite 108
Wilmington DE 19899-8987		Wilmington DE 19809-3710

Insufficient information or incorrect forms will result in delays in 
processing your instructions.  If you need assistance in completing 
this form please contact our Customer Service Representatives at 1-
800-992-6757.  We would be happy to help you.  If you need additional 
forms please call 1-800-992-6757.

DIRECT ROLLOVER INFORMATION - CERTIFICATION (PLEASE READ CAREFULLY):

If this contribution is a Direct Rollover from a Qualified Plan, I 
understand that by signing the front of this form I am acknowledging 
that the contribution is an irrevocable election and is no longer 
eligible for special tax treatments which may be accorded to 
distributions from Qualified Plans.  If this contribution is a Direct 
Rollover from a conduit/rollover IRA, by signing this form, I certify 
that I have maintained the conduit/rollover status of the account by 
not commingling it with any other assets.

You may want to contact your current plan administrator or custodian 
to ensure that you have completed any documents they may require in 
order to complete your request as well as the timing of the 
distribution.  THE BERWYN FUNDS can only accept Direct Rollovers from 
a Qualified Plan to an IRA in the form of cash.

INSTRUCTIONS TO RESIGNING CUSTODIAN/TRANSFER AGENT:

Please liquidate the Depositor's account(s) as specified in section 3.  
Issue a check payable as indicated in section 3 and mail along with 
any other instructions to:

First Class Mail				Overnight Mail:
THE BERWYN FUNDS			THE BERWYN FUNDS
C/O PFPC Inc.				C/O PFPC Inc.
PO Box 8987				400 Bellevue Pkwy Suite 108
Wilmington DE 19899-8987		Wilmington DE 19809-3710

ACCEPTANCE BY PNC BANK, NATIONAL ASSOCIATION AS CUSTODIAN:

PNC Bank, National Association, accepts its appointment as custodian 
of the above referenced IRA account and has established an IRA as 
indicated by the shareholder on the front of this form under the 
relevant IRS guidelines for IRAs under the shareholder's name in 
BERWYN FUNDS.  BERWYN FUNDS and PNC Bank, N.A., as custodian, cannot 
accept assets other than cash.  Upon receipt of the check, the 
proceeds will be credited to the named shareholder's account.

Accepted by PNC Bank, N.A., as custodian for THE BERWYN FUNDS.

__________________________________________________	
	_____________________
Authorized Representative of PNC Bank, N.A.				
	   Date

THE BERWYN FUNDS		ROLLOVER CERTIFICATION FORM

Use this form to certify a rollover distribution from your current IRA 
or eligible distribution from a qualified retirement plan to your 
BERWYN FUNDS IRA.  You must complete the rollover within 60 calendar 
days of your receipt of that distribution.

PLEASE NOTE:  20% withholding is required on any eligible rollover 
distribution from a qualified retirement plan unless the distribution 
is transferred directly to an IRA or other qualified plan.  To 
transfer your distribution directly, please complete the "Transfer 
Authorization/Direct Rollover Form" included with this Application.

                                     
                                                          
-             -           .
First			Middle				Last Name	
			Social Security Number
                                    
/            /            .
Street									
			       Date of Birth
                                       
                                        
(            )             .
City								State 	
	Zip Code	          Telephone

TYPE OF ROLLOVER CONTRIBUTION (Please check one)
	IRA Rollover - Note that 365 days must have passed since you 
last received a rollover distribution from the distributing IRA.

	Eligible Rollover Distribution - A distribution from a 
qualified retirement plan of all or part of your plan balance, other 
than the portion of any distribution which is nontaxable.  Your 
employer's benefits or personnel office should be able to tell you 
what portion of your distribution is an "eligible distribution."

	Qualified Domestic Relations Order Distribution.

70 1/2 ROLLOVER RESTRICTIONS (Please Check One)
	I am not nor will be 70 1/2 or older in this calendar year.

	I am or will be 70 1/2 or older in this calendar year.  I 
understand that I may not rollover any amounts required to be 
distributed under Internal Revenue Code Sections 408(a)(6) and 
401(a)(9).

CERTIFICATION

I certify that the contribution described above is an eligible IRA 
rollover contribution and that I am rolling over this contribution 
within 60 calendar days of my receipt of that distribution.  I 
understand that this rollover is irrevocable and involves important 
tax considerations.  Specifically, I understand that a rollover 
contribution from a qualified retirement plan will no longer be 
eligible for the special averaging, capital gains and separate tax 
treatment that may be available for distributions from such plans.  
Other tax considerations may also apply.

I agree that I am solely responsible for all tax consequences of this 
rollover contribution.  I also agree that the IRA custodian shall have 
no responsibility for any tax consequences.

I understand that if I commingle a qualified retirement plan rollover 
with annual IRA contributions, I will not be eligible to rollover the 
amount to another qualified plan in the future.  Other restrictions 
regarding subsequent rollovers of the contribution may also apply.

I have read and understand and agree to be legally bound by the terms 
of this form.  I also understand that the IRA custodian will rely on 
this form when accepting my rollover contribution.  I understand that 
this rollover is irrevocable and may not be reversed in the future.  I 
also understand that I am responsible for the movement of the rollover 
to my successor IRA, and that PNC Bank, National Association and PFPC 
Inc. have no duty to enforce the collection of any assets to be rolled 
over to my BERWYN FUNDS IRA.

______________________________________________________________________
___________________________
Depositor's Signature							
				Date


THE BERWYN FUNDS		INDIVIDUAL RETIREMENT ACCOUNT
c/o PFPC Retirement Plan Services	WITHDRAWAL AUTHORIZATION
PO Box 8987  Wilmington DE 19899-8987	AND INSTRUCTIONS FOR 
DISTRIBUTION
Page 1 of 2
Please tell us about yourself:
This form is not to be used  for age 70 1/2 required minimum 
distributions.  Please call the Funds customer service number for the 
correct form.

NAME:_________________________________________________________________
______________________________________
	(PLEASE PRINT FULL NAME)

SOCIAL SECURITY NUMBER:_________-_______-_________  	 	       
DATE OF BIRTH _________/_________/_________
				  					
				mm              dd              yy

ADDRESS:______________________________________________________________
______________________________________
	      STREET ADDRESS						
	CITY                                   	    STATE                 
ZIP

FUND : ______________________________________________   ACCOUNT 
NUMBER: ______________________________________

Reason For Distribution - Check the box that applies

  Under age 59 1/2 (Premature - IRS Penalty Imposed)			  
Under Age 59 1/2 - (Premature Exception*)

  Age 59 1/2 or older (Normal) 					
	  Divorce or Legal Separation

  Disability								  
Death

The proper documentation must be received or attached for each 
distribution type before the request will be processed.  All legal 
documents must be a certified copy and signature guarantees are 
required for the IRA owner/beneficiary or spouse. *Premature exception 
requires you to take a specific amount  each year based on a life 
expectancy.  This amount must be specified by you each year and will 
not be calculated for you.
Payout Method

  Partial Withdrawal / Amount:_______________________________________     
DOLLARS  /  SHARES  (CIRCLE  ONE)

  Total Distribution of Account

  Mail to my address currently on file.				  
Mail  to the following address:

   Purchase funds into my existing
non-retirement mutual fund account: _______________________
__________________________

	 Account Number _________________________________________ 	 
	_______________________________________________________

	 Fund___________________________________________________	
	Financial Institution Name:_________________________________

   NEW ACCOUNT; check here and attach completed application to	
	 Account Number:_________________________________________
	purchase funds into a new mutual fund account.		
		 (to be used if check going to another Financial 
Institution)
















(over)

THE BERWYN FUNDS	INDIVIDUAL RETIREMENT ACCOUNT
Page 2 of 2	WITHDRAWAL AUTHORIZATION
	AND INSTRUCTIONS FOR DISTRIBUTION
WITHHOLDING ELECTION (Form W-4P OMB#1545-0415)


Federal income tax will be withheld from payments from IRAs unless you 
elect otherwise.  You can use Form W-4P, or a substitute form such as 
this one, to instruct the fund to withhold no tax from your IRA 
payment or to revoke this election.  Generally, non-periodic payments 
must have tax withheld at a rate of 10%. You can elect to have no 
income tax withheld from a nonperiodic payment by filing Form W-4P or 
this substitute with the fund and check the appropriate box on the 
form.  Your election will remain in effect for any subsequent 
distributions unless you change or revoke your election by completing 
a new W-4P or substitute form, and submit it to the fund.

		Number of allowances on which withholding is to be 
computed ________.
_____  I elect not to have federal income tax withheld from my 
distribution.
_____  I elect to have federal income tax withheld from my 
distribution.  If you want a percentage exceeding the current rate, 
please indicate 
            the percentage _________% (not more than 90%).
_____  I want the following additional amount withheld from each 
distribution $__________.
Caution: Remember you are liable for the payment of Federal income tax 
on the taxable amount of your distribution(s) and there are penalties 
for not paying enough tax during the year, either through withholding 
or estimated tax payments.
SIGNATURE
I certify that I am the depositor authorized to make these elections 
and that all information provided is true and accurate.  I further 
certify that no tax or legal advice has been given to me by the 
custodian, THE BERWYN FUNDS, or any agent of either of them, and that 
all decisions regarding the elections made 
on this form are my own. The custodian is hereby authorized and 
directed to distribute funds from my account  in the manner requested.  
The custodian 
may conclusively rely on this certification and authorization without 
further investigation or inquiry.  I expressly assume responsibility 
for any adverse consequences which may arise from the Election(s) and 
agree that the custodian, THE BERWYN FUNDS, and their agents shall in 
no way be responsible, and shall be indemnified and held harmless, for 
any tax, legal or other consequences of the Election(s) made on this 
form.   This form MAY ONLY be used for one account. If you have 
another account from which you wish to take distributions, please fill 
out a separate form.

X________________________________________________________________   
Date______________________
       Depositor's  Signature (or beneficiary's signature if Depositor 
is deceased.) 




____________________________________________
	Signature Guarantee - Medallion Stamp*

7/97






*(The medallion signature guarantee may be executed by banks, broker 
dealers, credit unions, national securities exchanges and savings 
associations which participate in STAMP, SEMP or NYSE-MSP. A notary 
public is not a substitute for a Signature Guarantee.  The medallion 
signature guarantee stamp must include the words "SIGNATURE 
GUARANTEED, MEDALLION GUARANTEED" and otherwise comply with the 
medallion program requirements.  Please check your fund prospectus or 
with your fund as to whether a signature guarantee is required.)











































































				First Class Mail:			
	Overnight Express:
				THE BERWYN FUNDS		
	THE BERWYN FUNDS
				Attn: THE BERWYN FUNDS IRA	
	Attn: THE BERWYN FUNDS IRA
				PO Box 8987			
	400 Bellevue Pkwy Suite 108
				Wilmington, DE 19899-8987	
	Wilmington, DE  19809-3710
									
	1-800-992-6757


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