FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
THE BERWYN FUND, INC.
1189 LANCASTER AVENUE, BERWYN, PA, 19312
2. Name of each series or class of funds for which this notice
is filed:
THE BERWYN FUND, INC. COMMON STOCK
3. Investment Company Act File Number: #811-3890
Securities Act File Number: #2-88860
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration.
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year.
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during
the fiscal year:
Shares Sold: 2,020,481
Aggregate Sale Price: $41,209,893
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
Shares Sold: 2,020,481
Aggregate Sale Price: $41,209,893
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans,
if applicable (see Instruction B.7):
Number of Shares: 339,559
Aggregate Sale Price: $6,478,787
12. Calculation of registration fee:
(I) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$41,209,893
(ii) Aggregate price of share issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
$ 6,478,787
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-___________
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule
24e-2 (if applicable):
+___________
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (1), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
47,688,680
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/2900
(vii) Fee due [line (1) or line (v) multiplied by line
(vi)]:
$ 16,444,.37
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFS 202.3a):
x
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
2/21/96 mailed $9,930.01
4/25/96 mailed $6,514.36
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
Kevin M. Ryan
Secretary/Treasurer
Date: April 26, 1996
OPINION OF COUNSEL
TO WHOM IT MAY CONCERN:
I am counsel to The Berwyn Fund, Inc. I am writing this
letter to state my opinion as counsel that the shares of the
Fund sold in calendar year 1995 were legally issued, fully
paid and non-assessable.
The Berwyn Fund, Inc., is a corporation incorporated under
the laws of the Common-wealth of Pennsylvania on February
18, 1983. Under its Articles of Incorporation, the Fund has
the power to issue 20,000,000 shares of common stock. On
March 1,1983, 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 September 1, 1983, 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 May 4,
1984.
On September 5, 1991, 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 April 1,
1992. 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 1995 were legally issued, fully paid and
non-assessable.
Kevin M.
Ryan
Kevin M. Ryan
Counsel to the Fund
