Annual Notice of Securities Sold Pursuant to Rule 24F-2

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 24F-2

Annual Notice of Securities Sold

Pursuant to Rule 24f-2

 

1.     Name and address of issuer:  THE BERWYN FUNDS

                                    1189 LANCASTER AVENUE

                                    BERWYN, PA,  19312

 

2.     Name of each series or class of securities for which this Form 

is filed.  (If the Form is being filed for all series and classes of 

securities f the issuer, check the box but do not list series or 

classes):	[X]

 

3.     Investment Company Act File Number:  #811-4963

       Securities Act File Number:  #33-14603

 

4a.   Last day of fiscal year for which this notice is filed:  

           December 31

4b. [ X ])  Check box if this form is being filed late (i.e., more than 

90 calendar days after the end of the issuer's fiscal year). (See 

Instruction A.2)

NOTE:  If the form is being filed late, interest must be paid on the 

       registration fee due.

4c. [  ]  Check box if this is the last time the issuer will be filing 

this Form.

 

5.    Calculation of registration fee:

   (i)  Aggregate sale price of securities sold 

        during the fiscal year pursuant to 

        section 24(f):                                      $ 76,115,835

  (ii)  Aggregate price of securities redeemed 

        or repurchased during the fiscal year:       $ 60,948,914

 (iii)  Aggregate price of securities redeemed or

        repurchased during any prior fiscal year 

        ending no earlier than October 11, 1995, 

        that were not previously used to reduce

        registration fees payable to the Commission: $163,283,488

- Total available redemption credits [add Items
- 5(ii) and 5(iii)]:                                 $ 224,232,402

   (v)  Net sales--if Item 5(i) is greater than Item 5(iv)

        [subtract Item 5(iv) from Item 5(I)]:                $__________0
  (vi)  Redemption credits available for use in 

        future years                              $(148,116,587)

        --if Item 5(i) is less than Item 5(iv) 

        [subtract Item 5(v) from Item 5(i):]

 (vii)  Multiplier for determining registration fee (see

        Instruction c.9):                                    x___________

(viii)  Registration fee due [multiply Item 5(v) by Item

        5(vii)] (enter "0" if no fee is due):               =$___________

6.     Prepaid Shares

If the response to Item 5(i) was determined by deducting an amount of 

securities that were registered under the Securities Act of 1933 pursuant 

to rule 24e-2 as in effect before October 11, 1997, then report the 

amount of securities (number of shares or other units) deducted here

________.  If there is a number of shares or other units that were regis-

tered pursuant to rule 24e-2 remaining unsold at the end of the fiscal 

year for which this form is filed that are available for use by the 

issuer in future fiscal years, then state that number here:  _________.

 

7.     Interest due--if this Form is being filed more than 90 days after 

the end of the issuer's fiscal year (See Instruction D):   +$___________0

 

8.     Total of the amount of the registration fee due plus any interest 

due (line 5 (iii)( plus line 7):                           =$___________0

 

9.     Date the registration fee and any interest payment was sent to the 

Commission's lockbox depository:

          Method of Delivery:

                                 [  ]   Wire Transfer

                                 [  ]   Mail or other means

 

 

SIGNATURES

This report has been signed below by the following persons on behalf 

of the issuers and in the capacities and on the dates indicated.

 

 

By (Signature and Title)  _______________________________________

                          Kevin M. Ryan, Secretary-Treasurer

Date:      March 7,2003