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, 1996
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: 1,041,744
Aggregate Sale Price: $21,636,14
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Shares Sold: 1,041,774
Aggregate Sale Price: $21,636,145
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: 525,276
Aggregate Sale Price: $10,227,122
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):
$21,636,145
(ii) Aggregate price of share issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
$10,227,122
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-$31,863,267
(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):
$ -0-
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see Instruction
C.6):
x 1/3300
(vii) Fee due [line (1) or line (v) multiplied by line (vi)]:
$ -0-
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):
o
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
No fee due.
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: February 26, 1997
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 1996 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 1996 were legally issued, fully paid and non-assessable.
KEVIN M. RYAN
Kevin M. Ryan
Counsel to the Fun
