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 securities for which this Form
is filed. (If the Form is being filed
for all series and classes of securities of the issuer, check
the box but do not list series or
classes):
THE BERWYN FUND, INC., COMMON STOCK
3. Investment Company Act File Number: #811-3890
Securities Act File Number: #2-88860
4a. Last day of fiscal year for which this notice is filed:
December 31, 1998
4b.? 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): $13,784,753
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $32,474,603
(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: $_________
(iv) Total available redemption credits [add Items
5(ii) and 5(iii)]: $32,474,603
(v) Net sales--if Item 5(i) is greater than Item 5(iv)
[substract Item 5(iv) from Item 5(i)]: $_________
(vi) Redemption credits available for use in future years
$(18,689,850)
- --if Item 5(i) is less than Item 5(iv) [subtract
Item 5(v) from Item 5(i):]
(vii) Multiplier for determining registration fee (see
Instruction c.9): x_________
(viii) Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due): = 0
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before October
11, 1997, then report the amount of securities (number of
shares or other units) deducted here ____________. If there is
a number of shares or other units that were registered pursuant
to rule 24e-2 remaining unsold at the end of the fiscal year
for which this form is filed that are available for use by the
issuer in future fiscal years, then state that number here:
_______________.
7. Interest due--if this Form is being filed more than 90 days
after the end of the issuer's fiscal year
(See Instruction D):
+$__________
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
X 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________________________
Kevin M. Ryan, Secretary Treasurer
Date: March 19, 1999
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 1998 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 1998 were legally issued, fully paid and non-assessable.
KEVIN M.
RYAN
Kevin M. Ryan
Counsel to the
Fund
