BRANDYWINE FUND INC
N-30D, 1996-04-18
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(BRANDYWINE FUND, INC. LOGO)

MANAGED BY FRIESS ASSOCIATES, INC.
SEMI-ANNUAL REPORT
MARCH 31, 1996

DEAR FELLOW SHAREHOLDERS:

It feels great to be in the positive column again this quarter after enduring
last year's fourth quarter backtracking of the huge advances made in the June
and September quarters which were largely attributed to your soaring technology
holdings.

Your Fund gained 6.2 percent surpassing the S&P Midcap, which rose 5.7 percent,
exceeding the S&P 500 which gained 5.4 percent, and also beat out the NYSE and
the Investor's Business Daily Mutual Fund Index which both increased slightly
over 5.2 percent.

Bumpy periods underscore the value of your long term approach and loyalty to the
time-tested strategy employed for you by your Friess Associates research team
which now exceeds 30 folks if you let us count a handful of very key brokers and
consultants. Your full team, including support personnel, now numbers over 50.

Jack Fraser is the newest teammate to sign on at Friess Associates, to help grow
your Fund, after eleven years with CS First Boston. He earned his MBA in Finance
at Ohio State and, you may recall from last quarter's report, has been supplying
your team with sound investment advice for the past five years. Jack will not
only serve in the research arena but also in the overall firm management. We
will miss the sharp insights of Blair Baker who left the consulting field to
join a top money management firm near his home in Dallas.

We are committed to bring to you a continuation of the performance that in
recent months garnered national attention from such diverse places as
Cleveland's The Plain Dealer newspaper, which pointed out that out of 7,000
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funds available to the investing public, your Fund was one of only ten to have
never posted a loss in any of the past ten years ending December 31, 1995 while
gaining at least 11 percent on average.

Among those top ten, your 18.5 percent annual return makes Brandywine the number
one growth fund, nudged out only by two specialty funds.

Morningstar, the premier evaluator of mutual funds, accorded your Fund its
highest Five Star rating for its recently completed ten years and ranked
Brandywine Fund as the #1 performer for that ten year period among those growth
funds currently available to the public that have no loads and no distribution
charges.

Money magazine ranks Brandywine #1 among the growth funds in its listing of 222
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growth and aggressive growth funds in operation for the ten years. The 11 funds
that surpassed it were all in the aggressive category.

MOST RECENT TEN YEARS

NYSE 151.9%
IBD<F1>* 169.1%
NASDAQ IND. 172.6%
S&P500<F1>* 269.2%
YOUR FUND<F1>* 403.5%

*<F1>TOTAL RETURN

Your Fund's average annualized return for the last ten years is 17.5 percent.

BUT IT IS WHAT WE DO FOR YOU TOMORROW THAT COUNTS.

Looking toward that future we still perceive jitters precipitated by earnings
disappointments in some high profile technology companies such as Apple
Computer, Intel, and Digital Equipment.

Consistent with our Friess Associates philosophy of "Never invest in technology;
invest in individual technology companies," you will note that your larger
          -------------------------------
advances of 20 percent and more this quarter have included some of your
technology investments, namely, Cisco Systems, Newbridge Networks, Cognos Inc.,
BMC Software, and Tellabs.

Other non-technology stocks that led the way with large percentage gains in this
short three month period include Clarke Adams's TWA and The Money Store, up 98
percent and 68 percent, Employee Solutions, up 56 percent and JLG Industries, up
54 percent, both picked by Carl Gates, and your largest percentage gain of all -
- - John Ragard's Atlas Air, up 124 percent.

Paranoia about interest rates triggered an intraday 246 point collapse in the
Dow which was followed by a 288 point climb to record ground during the next six
days. February's largest monthly gain in job growth in 13 years worried
interest-rate-driven investors that a stronger than anticipated economy might
rekindle inflation, forcing Fed Chairman Alan Greenspan to halt his orderly
easing of interest rates.

The market rebound reflects a growing realization that February statistics were
distorted by the bounce back from blizzard impacted January sales and
production. The lingering effects of the GM strike will muddy the statistical
waters for March and April, continuing speculation on the precise strength of
the economy.

We see very little inflationary pressure infringing upon your companies'
progress. The economy should improve modestly in '96. But, again, your success
is linked more to your team's ability to isolate individual companies which can
                                                 ----------
prosper somewhat independently of the big picture.

According to William O'Neil, your companies' earnings are growing at more than
twice the rate of those comprising the S&P 500 index, based on the average
increase in earnings for both the latest 12 months and the latest quarterly
results.

COMPANY GROWTH

AVERAGE INCREASE LATEST 12 MOS. EARNINGS
Your Companies 53%
S&P 500 23%

AVERAGE INCREASE LATEST QUARTERLY EARNINGS
Your Companies 54%
S&P 500 18%

All S&P figures are unweighted. Analysis by William O'Neil & Co., Inc. March 31,
1996.

For the most recent twelve months, your Fund is up 33.4 percent.

Over the last five years, your Fund strongly outpaces the other major indices
with its 139.9 total return compared with a 98.0 percent gain for the S&P 500, a
92.2 percent jump in the Investor's Business Daily Mutual Fund Index, the Nasdaq
Industrials climb of 88.0 percent, and the NYSE increase of 69.0 percent.

On average, your Fund grew 19.1 percent during the last five years compared to
the S&P 500's 14.6 percent gain.

MOST RECENT FIVE YEARS

NYSE 69.0%
NASDAQ IND. 88.0%
IBD<F2>* 92.2%
S&P 500<F2>* 98.0%
YOUR FUND<F2>* 129.9%

*<F2>TOTAL RETURN

The most recent three years also garner solid results, as your Fund increased at
an average annualized rate of 20.3 percent, compared with only 15.7 percent for
the S&P 500 and 12.8 percent for the Nasdaq Industrials.

Your Fund now serves more than 34,000 shareholders. An additional $450 million
of assets in the last quarter were entrusted to our stewardship. Since June
1992, the number of shareholders joining you in Brandywine increased nearly ten-
fold, and total assets grew from $650 million to almost $5 billion.

PERFORMANCE SINCE JUNE 30, 1992

NYSE 54.7%
NASDAQ IND. 70.3%
S&P 500<F3>* 75.3%
IBD<F3>* 78.9%
YOUR FUND<F3>* 124.7%

*<F3>TOTAL RETURN

If you have been with us for this period, you have enjoyed a handsome gain of
124.7 percent, while the S&P 500 climbed only 75.3 percent and the Nasdaq
Industrials increased just 70.3 percent.

We are grateful for the growth in your Fund which surpassed $5 billion on March
18 particularly because so much of it has come from internal growth. In the last
fiscal year, over $2 billion of the growth of Friess Associates'
responsibilities, of which Brandywine comprises almost two-thirds, came from
internal progress of the portfolios and similarly, in 1993's fiscal year, our
clients and shareholders enjoyed growth of $1 billion.

We want to recognize the many people that played key roles in creating those
results beyond your hard-hitting research teams in your Phoenix, Jackson, and
Wilmington offices. This includes consultants based in Tulsa, Houston, Palo
Alto, San Francisco, and Minneapolis, a number of very important brokers, as
well as the executives of the companies in your portfolio.

We must PARTICULARLY recognize the workers at your companies who are the bottom-
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line determinants of the success all of us enjoy in this free, capitalistic
society.

The Nobel Foundation, together with your Friess team, including friends and
family, are but two of the more than 50 shareholders that have more than $10
million invested along with you. I personally have no other stock market
investments outside of those I have in Brandywine and its sister fund,
Brandywine Blue.

Thanks for your continued confidence and loyalty through good and bad markets
and for the honor of allowing us to serve your financial interests.

God Bless!

/s/ Foster Friess

Foster Friess
President

April 4, 1996

ALL IS NOT ROSES . . .

Although more than half of your holdings gained during the quarter, there were,
naturally, some that retraced.  The largest decliners, dropping back by more
than $10 million each, were Bay Networks, LSI Logic, Teradyne, Chantal
Pharmaceuticals, and Cabletron. All of these were sold from your portfolio
avoiding further losses of $39 million.

LSI declined as some of its PC-related customers cut back on their inventory
causing revenue to fall short of expectations for the March quarter.  Teradyne
dropped because of concern that declines in the order rate for semi-conductor
chips in general, which began in the month of December, might translate to lower
than expected semi-conductor equipment test purchases later on in the '96
calendar year.

Your good performers outweighed the "not-so-good" performers.  Ten stocks
contributed more than $20 million each to your Fund during the quarter.  The
biggest gainers were Andy Graves's Gap with $42 million and Cisco Systems with
$35 million, and Jon Fenn's Nike with $26 million.

Other big contributors were Diane Hakala's Computer Associates and Andre Berk's
Newbridge Networks each gaining $25 million, along with Sears at $24 million,
Halliburton with $23 million, BMC Software with $22 million, Tellabs' $21
million, and Eli Lilly at $20 million.

The advances just your top three gainers made exceeded by more than $12 million
                           -----
the combined losses of the five major decliners.
                           ----

HIGHLIGHTS ...

APPAREL & SHOES

In an age where we often hear "the customer is number one," companies which
provide exceptional customer service enjoy the best success. ST. JOHN KNITS,
INC., designer and manufacturer of women's clothing and accessories, knows how
to please its clientele.

Your company's dedication to quality helps keep its customer base very loyal.
The extra attention St. John Knits pays to its business is reflected, for
example, in the way that molds for buttons on all garments are saved
indefinitely. If a woman loses a button from her five-year-old jacket, she can
obtain an identical match and replace it.

Such upscale retailers as Neiman Marcus, Nordstrom, and Saks Fifth Avenue sell
St. John Knits clothing. And, your company also has its own boutiques. CFO Roger
Ruppert shared with your consultant, Mike Davis, that with the new boutique in
Beverly Hills, the company should be able to increase penetration in the
Southern California market.

Earnings jumped from $.48 to $.67 last quarter, an increase of 43 percent, on
revenue growth of 25 percent during the period.

Your shares are selling at $67, up a dramatic 175 percent since purchase in
April 1994.

COMPUTERS & RELATED

Computers are virtually everywhere -- in our homes, our places of work,
libraries, and most retailers. Every one of these computers needs a disk drive
for permanent storage of information. The largest independent producer of these
drives is SEAGATE TECHNOLOGY, INC.

With customers such as Compaq, Sun Microsystems, and Dell Computer, and the
recent acquisition of a major competitor, Conner Peripherals, your NYSE-listed
company is quickly broadening its product line and customer base. Conner adds
smaller capacity drives and tape drives to the product line.

We recently learned from Don Waite, CFO, of the potential cost-saving
opportunities created by the Conner acquisition, including combining factories
and obtaining greater economies of scale when purchasing components.

During the most recent quarter, earnings rose 58 percent from $1.07 to $1.69
while sales were up 38 percent.

Purchased at $44 in June 1995, your shares have moved up 25 percent to $55.

FINANCIAL BUSINESS SERVICES

When a business, small or large, needs temporary, high quality people to help
accomplish special tasks, CORESTAFF INC. is there to provide the service.

Focusing on the high growth and high margin professional services segment of the
temporary staffing market, COREStaff's top customers include such Fortune 500
companies as MCI, IBM, Compaq, and AT&T, along with Federal and State
governments.

Your company benefits from strong internal growth through a targeted acquisition
strategy. CFO Dan Shimer recently told us that record results in '95 were due to
strong operating performance as well as a number of strategic acquisitions made
throughout the year.

He explained that this aggressive acquisition strategy will continue as the
industry is still fragmented and there are plenty of good acquisition
candidates.

The temporary staffing industry is growing 25 to 30 percent each year as more
than 90 percent of all businesses use companies like COREStaff to fulfill their
staffing needs and provide them greater flexibility in managing costs.

Earnings exploded more than 300 percent for the year ended December 1995 on
revenue growth of 105 percent. For the December quarter, earnings more than
quadrupled from $.06 to $.26.

Jumping 81 percent since purchase in November, your shares now sell at $31.

MEDICAL PRODUCTS & SUPPLIES

Following the merger of Nellcor and Puritan Bennett, NELLCOR, INC. is the
largest and most formidable competitor in monitoring, diagnosing, and treating
patients with respiratory problems in both the hospital and the home.

In a very fragmented industry, your company has the largest product offering, an
internal sales force to market those products, and offers one-stop shopping for
customers in respiratory care, all at reduced costs. Nellcor is also making
acquisitions which will help to broaden its product line and gain market share
in both the hospital and home markets.

The last quarter showed earnings leap 41 percent to $.62 from $.44 a year ago.
Earnings for the year ended June 1995 were up 29 percent.

According to CFO Michael Downey, the internal changes at Nellcor are helping
fuel earnings growth. Your company consolidated its homecare sales force
internally and patterned it after the hospital sales group, thereby cutting
costs.

Also, management lowered debt from $80 million to $8 million while reducing the
number of its plants from 14 to 11. A new computer system will allow customers
to call one number for all respiratory care needs.

Selling now at $64, your shares have increased 33 percent since purchase in
November 1994.

OIL/GAS FIELD SERVICE

HALLIBURTON COMPANY is the world's largest provider of cementing and stimulation
services for use in the development and production of crude oil and natural gas,
and also owns Brown & Root, one of the world's largest engineering and
construction companies.

Your company benefits from a current strong drilling cycle which is driven by
higher oil and gas prices, as well as the trend of natural gas and oil companies
to reduce costs by outsourcing some of their servicing requirements to companies
like Halliburton.

Since 1991, your company has undergone a significant restructuring including
corporate downsizing and divesting non-strategic businesses, as it, too, is
participating in the consolidation trend underway in the oil services industry.

Part of this reorganization, according to Chief Finan-cial Officer David Lesar,
is Halliburton's "Capital Value Added" program implemented at all levels of the
company. This program measures the impact of every employee's contribution to
profitability and supplements your company's improving return on capital.

Halliburton's direct costs are down 38 percent and its operating margins have
improved to their highest levels in 10 years.

For the recent December quarter, earnings were up 24 percent from $.51 to $.63.
And, for the year, earnings were $2.04 compared with $1.51 last year -- an
increase of 35 percent.

Your shares rose a healthy 44 percent, increasing by nearly $50 million since
your July purchase.

SOFTWARE

Making wise and effective business decisions when running a large, fast-moving
company is challenging for any top executive. Trying to make those decisions in
a timely manner can be even more challenging. COGNOS INC. helps top executives
throughout the country to meet this challenge successfully.

Your company develops software products which allow managers to easily access
information in databases without the help of a professional software programmer,
thereby saving time and money. With Fortune 500 companies such as Chrysler,
Procter and Gamble, and Applied Materials as new customers, Cognos's products
are found in a variety of businesses.

Senior Vice President Donnie Moore says the market for Cognos business
intelligence software products is accelerating as larger companies roll out
pilot pro-grams company-wide. This division's revenue is growing at an annual
rate of over 100 percent with only one other significant competitor.

Last quarter, earnings jumped 55 percent, jumping to $.31 from $.20, and for the
year ended February 1996, analyst expect earnings to show a 44 percent hike to
$1.24.

Since purchase in July 1995, your shares have climbed 61 percent to $57.

TRANSPORTATION

With the technological revolution in full gear, automatic teller machines
(ATM's) are everywhere! Many folks still prefer to bank face to face, but for
those who opt for convenience, ATM's are ideal for personal banking services.

These machines, in growing numbers, are increasingly being serviced by PITTSTON
BRINK'S GROUP in line with market expansion and a strong trend for banks to
outsource their security services.

As the oldest and largest armored car transportation company in the U.S. and
Canada, Brink's is finding niches in other areas such as convenience stores and
gas stations for which it provides and services a computerized safe that re-
engineers handling of cash thereby reducing cash exposure, employee theft, and
cash control expenses.

Jim Hartough, Vice President, Finance, told us recently that your company will
be installing these CompuSafes at 2,200 locations to provide store owners with
improved cash management and greater security.

Brink's also has considerable growth potential in the home security market where
it increased its customer base by 28 percent in 1995.

Your shares, which were received in January as a result of the spin-off of this
new company from your Pittston Services investment, have increased in value by
36 percent since they were acquired as part of Pittston Services in September
1995. They now trade at $27.

FUND BROKER . . .

Rhys Williams spent 10 months at Wertheim Schroeder before moving over to
Prudential in June 1988.

Augmenting your research team's ability to filter through all the information on
the Street since 1989, Rhys worked with your researchers on Cadence Design, The
Money Store, United Waste, Electronics for Imaging, Cable Design, Reynolds and
Reynolds, Reading & Bates, and Advanta which created more than $54 million in
gains for you in recent months.

"I like working with the folks at Friess. They are excellent at gathering data
and acting on change before a catalyst emerges which crystallizes the trend for
the market," he explains. "As a broker, I have to work hard to add value to
Friess team members who usually are ahead of me, and the rest of Wall Street, in
discovering information that will move stocks.

"I completely agree with the Friess approach of picking stocks based on expected
earnings surprises at a reasonable price earnings ratio together with frequent
contact with managements, customers, competitors, and suppliers. I invested
$25,000 in Brandywine Fund in October 1990 and it is now worth more than
$80,000. I wish all my investments were so good!"

In 1991, Rhys earned his CFA, adding to the M.A. in International Economics he
received from Johns Hopkins in 1987 and the B.A. in Public Policy from Duke
University in 1983. While at Duke, Rhys spent a year abroad at Moscow's Pushkin
Institute for teachers of Russian language and was a researcher-reporter for the
London Times in Moscow when the Pershing II was being deployed in Western
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Europe.

Rhys met his wife Rebecca while in graduate school. Together they enjoy two
sons, Dylan, 4, and Luke, 2, as well as tennis, swimming, squash, and skiing.
"My goal is to keep up with Friess researcher Jon Fenn on Jackson Hole's
moguls," Rhys says, "which means I must believe in reincarnation!"

"In this business, oftentimes the bigger the account, the more difficult the
people. This is definitely not the case with Friess," Rhys relates. "Everyone at
Friess is delightful to deal with, quick with praise and slow to criticize. I
want to work hard for Friess because team members give you an emotional stake in
the success of an investment beyond doing your job."

- -Rebecca Buswell

FUND SHAREHOLDER ...

Probably the leading expert on this nation's prison and criminal justice
systems, Charles Colson has not only been instrumental in helping reform those
serving prison sentences for their crimes, but also has helped the victims of
those crimes.

Since founding Prison Fellowship, the largest prison outreach movement in the
world, Chuck has visited more than 600 prisons in over 50 countries.

With 50,000 volunteers, Prison Fellowship operates programs in various prisons
throughout the country, giving prisoners the kind of guidance they probably
never had in earlier years. Volunteers hold Bible studies and other activities
with inmates to help them see that they do not have to remain trapped in the
cycle of crime.

Working with former President Nixon as part of his special counsel, Chuck served
a prison term himself for Watergate-related offenses. Having been in a similar
position as the prisoners with whom he works, Chuck brings a unique perspective
to Prison Fellowship which probably accounts, in large part, for this ministry's
success at helping all people who are affected by the increased crime in our
nation.

After his release in 1975, Chuck could not forget the prisoners he had left
behind -- many of whom were weary without hope or help of breaking free from
destructive behavior patterns and deteriorating values. He, along with a handful
of other concerned Christians, began Prison Fellowship to carry the hope and
compassion of Christ "behind the wall."

In 1983, Chuck founded the branch of Prison Fellowship called Justice Fellowship
which focuses specifically on reforming the criminal justice system. Efforts to
promote victims' rights and to find alternatives to prison sentences for non-
violent offenders are underway in 23 states.

Chuck has 3 children and 5 grandchildren. He has been married to his wife,
Patty, for 32 years. When he's not busy serving others, Chuck enjoys fishing,
reading, and spending time with his family.

"I invested some of my retirement fund in Brandywine -- not that anyone ever
retires from Christian service -- because I trust and admire Foster Friess so
much," Chuck explains. "He has a great mind and a strong heart to match it and I
don't know anyone of greater integrity."

All of us at Brandywine Fund are honored to put
our strategy to work for Charles Colson and his important work at Prison
Fellowship. Knowing we are helping him to help others makes our job all the more
rewarding.

- -Rebecca Buswell

GROWING YOUR FUND . . .

It is the individual workers at your companies who really deserve the
recognition for the growth of your assets. They work hard to make their
companies successful, and you benefit from that success.

Scott Hoelscher, Director of Marketing Services for Reading & Bates, can
describe the complex business of offshore drilling in the simplest terms: "We
drive up, we drill a well, we go off while the platform is being built, then we
come back and drill 5, 6, or 7 additional wells around the platform. Then we go
away again. We hope oil is found, but if not, we still get our day rate." He
makes it sound easy. It's not.

Reading & Bates operates 18 offshore drilling units in almost every major
offshore oil and gas province of the world. With its fleet of semisubmersible,
floating rigs for deep water, and jackup, standing rigs for shallow water,
Reading & Bates is an expert in floating production technology.

Scott started early in the oil business. Following in his father's footsteps,
while earning a degree in Petroleum Engineering from the University of Missouri-
Rolla, Scott worked during the summers on oil rigs as a "roughnecker" and
"roustabout," industry terminology for entry level workers and rig mechanics. He
enjoyed the work and wanted to combine his education with the hands-on side of
the business.

Scott spent 11 years with another company handling responsibilities like rig
manager. Joining Reading & Bates' Singapore operation in 1984, Scott enjoyed
living overseas with his wife, son, and daughter. Now, stationed in Houston,
Scott is in charge of drilling proposals for the company's clients worldwide,
negotiating the daily fee for leasing a rig.

Oil companies want to find large oil fields or "elephants," but because most of
the large fields in shallow water have already been found, oil companies in the
future will have to seek "elephants" in more difficult locales, such as the
North Sea. This is the specialty of Reading & Bates.

Scott is an enthusiastic spokesman for Reading & Bates. Looking down the road,
he comments, "Our company has positioned itself correctly in the industry. We
have the right people and the right equipment to tackle the most difficult and
most highly compensated projects. I believe we have seen just the tip of the
iceberg."

The shares which you added to your Fund in October 1995 have increased 60
percent and now sell
at $20.

- -Margaret Barton

HELP US CUT YOUR COSTS . . .

Are you receiving multiple mailings of Brandywine Fund quarterly reports or mid-
quarter letters directly from us at Friess Associates? We are NOT referring to
                                    -----------------
statements you receive from Firstar. Please help us cut down on any duplicate
                            -------
copies you may be receiving by returning the enclosed postage paid card to me.

Brandywine Fund's administrative expenses -- printing, mailing, regulatory, and
custodian fees -- total .07 percent, making your Fund one of the lowest in the
industry for these expenses. Let's work together to drive your costs down even
further!

Even if you are not receiving duplicates, please use the post card to drop us a
note and let us know how you're doing; give us some suggestions for improvement
or questions you might have.

                                             -Jenni Fidance

ANDREA . . .

Before researcher Jon Fenn chooses an investment for your Fund, Andrea Paul
gathers initial information on the company and puts Jon in contact with the
right person at both that company and its related suppliers, customers,
competitors, and distributors.

Immediately after her college days (she earned a BA in English from Cal Lutheran
University in 1986), Andrea worked at Yellowstone National Park building and
repairing hiking trails and as a personnel manager at a backcountry site. In
1990, Andrea left her native California to move to Jackson full time to work for
an environmental engineering firm as an administrative assistant. She joined
your Jackson team in August of 1994.

"It's exciting to be part of the investment process here at Friess," Andrea
explains, "especially seeing an idea flourish into a large gainer for our
shareholders and clients. Knowing that I play a role in helping realize their
worthwhile financial goals makes my job all the more rewarding."

Andrea also travels to your Phoenix and Wilmington offices to train other
research managers on how she successfully helps contribute to the $92 million
in gains in such big holdings as Nike, Alco Standard, Adaptec, and Cognos.

Jon applauds Andrea's ability. "She is continually finding new people who have
insights into your holdings while still maintaining frequent contact with those
in top management with whom we already have a relationship. Andrea led her other
Friess Associates research managers in the utilization of new technologies, like
the Internet. Many of her contacts are made on-line."

Andrea enjoys downhill, cross country, and skate skiing, as well as mountain
biking, sea kayaking, and backpacking. She even spent six weeks trekking in the
Himalayas!

Athletically gifted, Andrea competed last year
in Jackson's annual Pole, Pedal, Paddle contest in which competitors must
successfully complete four stretches -- downhill skiing, skate skiing, biking,
and kayaking -- and her co-ed team placed first in their division!

- -Rebecca Buswell

PAT . . .

With more than 10 years combined experience as an equity trader at PNC Bank in
Philadelphia and Smith Barney, Pat Kealey joined Friess Associates in March of
1992. He earned his BS in Business Administration from Villanova University in
1981.

"We not only appreciate Pat's trading skills, but also his computer expertise,"
relates Friess trader of 17 years, Susan Morgan. "He has been instrumental in
developing the reports that quickly and easily present the information we need
to help us fulfill our responsibility to our clients and shareholders. He is a
genuine asset to our efforts."

As a Chartered Financial Analyst (CFA), Pat works with Susan, Barbara Shea, and
Ed Abrams to implement the trades for the 97 Friess clients, including your
Brandywine Fund, allocating executions to specific portfolios and ensuring that
any guidelines clients stipulate are followed.

He also keeps researchers abreast of any and all news on the Street affecting
their companies (particularly tech-related holdings) while keeping them updated
with information on their orders.

Joining Friess Associates has been a breath of fresh air for Pat. "Coming from a
large corporate environment, I see the real advantages of working in a non-
bureaucratic firm. As a result, the investment process is really streamlined --
much more of a hands-on experience and much more effective.

"And," Pat continues, "in such an intense industry as the investment business,
it is great and rare to be part of an environment which encourages team
cooperation rather than internal competitiveness."

Pat and his wife of 13 years, Mary Jane, have two young boys, Patrick, 8, and
Sean, 3. In addition to spending time with them, he also enjoys traveling,
music, and playing basketball.

- -Rebecca Buswell

YOUR INSIGHTS ARE VALUABLE . . .

Recently, senior researcher Bill D'Alonzo enjoyed an Internet "conversation"
with one of your fellow shareholders, an engineering/sales executive, who gave
us tremendous insight into your networking holdings.

That exchange helped us realize how many Chief Executive Officers, Chief
Financial Officers, Presidents, and key executives are in our shareholder
family. In recent reports we've highlighted CFO Jeff Henley of Oracle; Neil
Bonke, CEO of Electroglas; and National Semiconductor's CFO, Donald Macleod.

Many of you as consumers may spot an emerging retail chain in your local area.
The geographical dispersion and extensive industry knowledge of you and your
fellow 34,000 shareholders offer a tremendous resource.

If you would enjoy participating in helping grow your Fund, please send us your
thoughts. While we won't be able to respond to each of your suggestions, we will
try to highlight in subsequent reports the value of your input. Please
communicate with me via the Internet at [email protected], or fax me directly
at (302) 656-9015.

As the enclosed Boston Globe article indicates, we increase our productivity
                ------------
dramatically by communicating through Internet, emails, and faxing which also
avoids "telephone tag" for you.

We've also enclosed a postcard for you to alert us
to any duplicate mailings you may be receiving. You might want to use it to pass
along any thoughts you might have. I will coordinate your insights with my other
research teammates.

Thanks!

- -Kelli Fazler

MIKE . . .

With work experience at two major high tech players in Silicon Valley, Oracle
Systems and Applied Materials, Mike Musson decided to direct his knowledge of
high tech companies and launch his own investment research company in Palo Alto.

Your researchers, Diane Hakala and David Harrington, first met Mike when he was
working in Investor Relations at Oracle. They remember his in-depth knowledge of
technology companies and Mike says he remembers their right-on-target questions.
This mutual respect led to Mike's beginning a consulting relationship to Friess
Associates last summer.

Mike earned an AB degree in both Political Science and Economics from Stanford
University in 1989. Many of Mike's classmates from Stanford work in high tech
businesses, so he has a long-standing circle of friends and contacts within the
managements of many companies.

Diane Hakala comments, "Mike's relationships and knowledge of Silicon Valley
help every day in adding color to the information we have on our holdings."

Oracle specializes in large databases and financial and manufacturing software
for companies, and is also on the leading edge of Internet applications.

When analysts were saying that this multi-billion dollar corporation's growth
rate was slowing, Mike knew Oracle well enough to see that it could sustain its
remarkable 40 percent growth in revenues and urged Friess to take a large
position. This smart call has resulted in gains of $14 million for your Fund.

Mike and his wife Lucy, a high school English teacher, have three girls, Layla,
Lucy, and Melissa. Both Lucy and Mike are involved in school-based activities,
including the PTA. Mike, a native Californian, enjoys tending a rose and
vegetable garden and a small fruit orchard, and playing an occasional basketball
game with his friends.

Noting the explosion of Internet-related companies that are creating new
products, Mike is excited about the new developments in the software industry.
Based in Palo Alto, he is perfectly positioned to visit management and build an
up-to-the-minute picture of High Tech Silicon Valley.

- -Margaret Barton

TOP TEN . . .

The most dramatic shift in your Top Ten Industry groups occurred in Retailing,
which moved from 6.7 percent last quarter to fill the current number one
position at 14.1 percent. New purchases were made in AutoZone, Claire's Stores,
Dollar General, Nordstrom, Sears, and TJX Companies. And, you added to your
existing positions in Consolidated Stores and Gap. Appreciation of more than $45
million in those two holdings also helped.

You sold large holdings of Bay Networks and Cabletron Systems, and pared back
your position in Cisco Systems, dropping the Networking category from 13.1
percent in December to 6.0 percent.

Oil/Gas Field Services jumped from 5.7 percent to 10.1 percent to become your
third largest industry group as you added BJ Services, Dresser Industries, and
Weatherford Enterra.

New to your Top Ten are Communications at 6.3 percent led by L.M. Ericsson
Telephone Co., Tellabs, and ECI Telecom. Financial/Business Services investments
are at 6.0 percent thanks to buys in Conseco, Beneficial Corp., and Olsten Corp.
Semiconductors & Related moved from 4.6 percent in December to 3.8 percent and
you sold all your Semiconductor/Equipment Suppliers companies.

TOP TEN INDUSTRY GROUPS

Cash (1.2%)
Networking (6.0%)
Financial/Business Services (6.0%)
Communications (6.3%)
Healthcare (6.8%)
Apparel & Shoes (7.2%)
Pharmaceuticals (7.6%)
Software (9.0%)
Oil/Gas Field Services (10.1%)
Computers & Related (10.5%)
Retailing (14.1%)
All Others (15.2%)

ON THE CUTTING EDGE . . .

GPS

Go fishing out of sight of land, take your boy scout troop for an overnight
hike, drive your aunt to Cleveland. These adventures still hold many challenges,
but if you take along the right piece of equipment, you can stop worrying about
getting lost. That piece of equipment is a hand-held receiver for the Global
Positioning System, the GPS.

Conceived by the Defense Department, the GPS is made up of a group of satellites
which circle 11,000 miles above us, beaming signals back to Earth. By picking up
these transmissions and comparing the distances to different GPS satellites, you
can identify your exact position on the globe.

Now available for as little as $200, the GPS is clearly the best example of
military technology moving from the battlefield to the marketplace and will
likely eventually make the compass obsolete. Soon everything that moves -- cars,
sailboats, laptop computers -- will come with a built-in answer to the question,
"Where in the world am I?"

FREE INTERNET HOOK-UP

AT&T is giving their customers a free entree to the Internet. If you were
thinking your son would write home more often if you had an e-mail address, or
you could search for a good way to cope with Japanese beetles, try calling 1-
800-967-5363 for a free copy of AT&T's WorldNet software. They are offering
their customers free Internet access for 5 hours a month, or unlimited access
for a flat monthly fee of $19.95.

"I HEAR YOU. AND, I CAN SEE YOU, TOO!"

With Connectix' new $150 VideoPhone you can convert your desktop computer into a
TV-telephone. The VideoPhone consists of software and a black-and-white camera
the size of a baseball that sits on your monitor and lets you communicate over
the Internet. Picture quality is a bit rough, but remarkable for the price.

TELEPHONE NUMBERS FOR EVERYONE IN THE USA!

If you have a CD-ROM drive on your computer, for less than $100 dollars you can
buy a set of 3 or 5 discs with every phone directory in the U.S. on them! You
                               ---------------------------------
can also buy CDs with every street on every map in the United States. Pro CD,
and De Lorme are among the companies offering these products. Check your local
computer store.

YOUR NEW TEAM AT FIRSTAR . . .

is up and running! We welcome the twelve folks at Firstar who are now solely
dedicated to responding to your calls and questions. As we continue to improve
our service to you, we are working closely with Firstar's Gail Zess to ensure
that all on your Brandywine team at Firstar are skilled in the mechanics of your
Fund and knowledgeable about Friess Associates and our culture.

You can reach the new team at the same 800 number, (800) 656-3017. The new voice
response unit is installed so you can move more quickly through the prompts to
speak with a representative.

We're excited to welcome them to Brandywine, and we hope you'll let us know how
they're doing. To help them develop quickly we need your help on where they need
to improve. Please fax me at (302) 656-3859 or email me at [email protected]
with any experience you've had at Firstar requiring improvement.

                                             -Rebecca Buswell

                             BRANDYWINE FUND, INC.
                            STATEMENT OF NET ASSETS
                                 March 31, 1996
                                  (Unaudited)

                                                                       QUOTED
                                                                       MARKET
    SHARES                                                COST          VALUE
- ------------                                        ----------     ----------
COMMON STOCKS - 98.8% (A)<F5>

            APPAREL & SHOES - 7.2%
   150,000  J. Baker, Inc.                          $1,035,919     $1,125,000
   117,900  Fila Holding S. p. A.                    5,721,374      7,530,862
   642,700  Jones Apparel Group, Inc.*<F4>          24,764,804     31,170,950
 1,478,400  Liz Claiborne, Inc.                     37,783,007     50,635,200
   363,400  Nautica Enterprises Inc.*<F4>           13,807,871     17,352,350
 2,204,200  NIKE, Inc. Cl B                        116,241,507    179,091,250
   168,000  Quiksilver, Inc.*<F4>                    4,785,451      5,334,000
   172,700  St. John Knits, Inc.                     4,243,537     11,635,662
   817,300  Tommy Hilfiger Corp.*<F4>               24,323,592     37,493,638
   160,000  Vans, Inc.*<F4>                          1,741,250      2,220,000
   456,300  The Warnaco Group, Inc.                  9,489,702     11,008,238
                                                   -----------    -----------
                                                   243,938,014    354,597,150

THIS SECTOR IS 45.4% ABOVE YOUR COST.

            COMMUNICATIONS - 6.3%
   308,400  Belden Inc.                              9,622,619      9,097,800
   138,000  Cincinnati Bell Inc.                     5,582,607      7,176,000
   226,700  Colonial Data Technologies Corp.*<F4>    4,082,991      5,015,737
   273,000  Comverse Technology, Inc.*<F4>           6,501,874      6,586,125
   957,800  ECI Telecom Ltd.                        20,865,373     21,430,775
 5,738,800  L.M. Ericsson Telephone Co. ADR        125,786,150    122,666,850
   857,200  Gandalf Technologies Inc.*<F4>          11,951,511     12,643,700
   340,200  Inter-Tel, Inc.*<F4>                     4,630,057      6,166,125
   293,600  InterVoice, Inc.*<F4>                    6,572,722      8,404,300
 2,351,400  Tellabs, Inc.*<F4>                      93,447,430    113,748,975
                                                   -----------    -----------
                                                   289,043,334    312,936,387

THIS SECTOR IS 8.3% ABOVE YOUR COST.

            COMPUTERS & RELATED - 10.5%
 1,546,500  Adaptec, Inc.*<F4>                      66,700,604     74,618,625
 2,809,200  Dell Computer Corp.*<F4>                95,668,135     94,108,200
 6,503,700  EMC Corp. (Mass.)*<F4>                 138,211,617    142,268,437
   700,800  Hewlett-Packard Co.                     65,282,867     65,875,200
   210,500  Mylex Corp.*<F4>                         3,973,947      4,999,375
    89,900  Proxima Corp.*<F4>                       2,235,757      1,719,338
 2,393,300  Seagate Technology, Inc.*<F4>          104,833,743    131,033,175
   220,500  StorMedia, Inc.*<F4>                     9,626,160      5,126,625
                                                   -----------    -----------
                                                   486,532,830    519,748,975

THIS SECTOR IS 6.8% ABOVE YOUR COST.

            DISTRIBUTION - 1.6%
   859,800  Corporate Express, Inc.*<F4>            22,400,219     28,373,400
   722,500  Kent Electronics Corp.*<F4>             14,377,296     25,558,437
   492,600  Tech Data Corp.*<F4>                     7,353,978      8,251,050
   496,700  U.S. Office Products Co.*<F4>           12,066,400     15,397,700
                                                    ----------     ----------
                                                    56,197,893     77,580,587

THIS SECTOR IS 38.0% ABOVE YOUR COST.

            ELECTRONICS - 1.2%
   120,000  Bel Fuse Inc.*<F4>                       2,145,091      2,205,000
   130,000  Charter Power Systems, Inc.              3,510,000      3,510,000
   141,700  The DII Group Inc.*<F4>                  4,321,035      4,304,137
   304,600  EG&G, Inc.                              $7,126,267     $6,815,425
   189,500  General Scanning Inc.*<F4>               2,723,003      2,463,500
    74,500  GenRad, Inc.*<F4>                          898,815        949,875
   147,900  Merix Corp.*<F4>                         4,040,965      5,472,300
   281,400  Raychem Corp.                           17,608,122     18,150,300
   287,000  Sanmina Corp.                            6,643,522      8,538,250
    44,000  Semtech Corp.*<F4>                         562,782        462,000
   167,000  SMART Modular
              Technologies Inc.*<F4>                 2,046,497      2,609,375
    58,000  Technitrol, Inc.                         1,541,955      1,682,000
                                                    ----------     ----------
                                                    53,168,054     57,162,162

THIS SECTOR IS 7.5% ABOVE YOUR COST.

            FINANCIAL/BUSINESS SERVICES - 6.0%
 1,228,700  ADT LIMITED*<F4>                        18,993,899     21,655,837
   119,600  ADVANTA Corp. Cl B                       5,580,604      5,681,000
    53,900  ADVANTA Corp. Cl A                       2,811,420      2,802,800
   846,400  Beneficial Corp.                        45,298,615     48,773,800
   177,000  Career Horizons, Inc.*<F4>               4,269,622      5,265,750
    54,900  CDI Corp.*<F4>                           1,347,407      1,468,575
   177,200  CMAC Investment Corp.                    6,432,287     10,011,800
 1,341,700  Conseco, Inc.                           87,611,079     97,105,537
    80,000  Copart, Inc.*<F4>                        2,179,696      1,980,000
   371,250  COREStaff Inc.*<F4>                      6,250,781     11,323,125
    80,000  CORT Business Services Corp.*<F4>        1,171,250      1,440,000
   527,900  Credit Acceptance Corp.*<F4>             9,962,923      9,766,150
   114,500  Data Processing Resources Corp.*<F4>     2,634,999      3,148,750
   132,200  Fidelity National Financial, Inc.        2,069,023      2,049,100
    99,100  Ha-Lo Industries, Inc.*<F4>              2,589,738      2,737,637
    62,000  ITI Technologies, Inc.*<F4>              1,659,000      1,681,750
   516,300  Mercury Finance Co.                      7,695,689      7,292,738
   813,250  The Money Store, Inc.                   14,155,249     22,669,344
   225,500  Norrell Corp.                            5,098,572      7,469,688
   712,500  Olsten Corp.                            22,306,301     22,978,125
   224,000  Personnel Group of America, Inc.*<F4>    3,136,000      4,088,000
   259,000  Pre-Paid Legal Services, Inc.*<F4>       2,872,906      3,852,625
   160,000  Resource Bancshares Mortgage
              Group, Inc.*<F4>                       2,320,000      2,500,000
                                                   -----------    -----------
                                                   258,447,060    297,742,131

THIS SECTOR IS 15.2% ABOVE YOUR COST.

            FOOD/RESTAURANTS - 0.3%
   223,900  CKE Restaurants, Inc.                    2,536,148      3,750,325
   111,700  DAKA International, Inc.*<F4>            2,629,965      2,820,425
   225,000  HomeTown Buffet, Inc.*<F4>               2,450,337      2,728,125
   150,000  Landry's Seafood Restaurants, Inc.*<F4>  2,757,040      2,737,500
    60,000  Performance Food Group Co.*<F4>          1,438,750      1,470,000
   216,600  Ryan's Family Steak Houses, Inc.*<F4>    1,929,279      1,949,400
                                                    ----------     ----------
                                                    13,741,519     15,455,775

THIS SECTOR IS 12.5% ABOVE YOUR COST.

            HEALTHCARE - 6.8%
 2,461,500  Caremark International, Inc.            62,370,992     61,845,188
   424,300  Community Health Systems, Inc.*<F4>     16,129,488     17,396,300
 1,086,600  FHP International Corp.*<F4>            34,748,823     34,363,725
   185,600  GranCare, Inc.*<F4>                      3,405,673      3,340,800
   238,000  HBO & Co.                               21,470,865     22,431,500
   242,000  Healthplan Services Inc.*<F4>            3,871,308      5,535,750
 1,156,900  HEALTHSOUTH Corp.*<F4>                  34,489,119     39,334,600
    90,000  IMNET Systems, Inc.*<F4>                 2,327,501      2,722,500
   158,800  Living Centers of America, Inc.*<F4>     6,099,938      5,915,300
   169,400  Pediatrix Medical Group, Inc.*<F4>       3,603,278      6,013,700
   519,600  Quorum Health Group, Inc.*<F4>          12,752,024     12,210,600
   500,200  RISCORP, Inc.*<F4>                      10,788,224      9,503,800
    51,800  RoTech Medical Corp.*<F4>                1,591,121      1,916,600
   452,500  Shared Medical Systems Corp.            24,483,263     27,263,125
 3,633,300  Tenet Healthcare Corp.*<F4>             73,731,034     76,299,300
   162,000  Universal Health
              Services, Inc. CL B*<F4>               8,418,470      8,606,250
                                                   -----------    -----------
                                                   320,281,121    334,699,038

THIS SECTOR IS 4.5% ABOVE YOUR COST.

            HOME/OFFICE & RELATED - 1.4%
 1,316,500  Black & Decker Corp.                    46,920,721     49,862,437
   234,600  Bush Industries, Inc.                    4,402,954      5,923,650
   276,100  Herman Miller, Inc.                      8,561,285      8,559,100
   150,000  Regal-Beloit Corp.                       3,057,756      3,150,000
                                                    ----------     ----------
                                                    62,942,716     67,495,187

THIS SECTOR IS 7.2% ABOVE YOUR COST.

            LEISURE & ENTERTAINMENT - 0.2%
   140,000  Action Performance Cos. Inc.*<F4>        3,121,591      3,080,000
   113,900  Cannondale Corp.*<F4>                    1,984,407      2,092,912
   142,900  Coastcast Corp.*<F4>                     2,800,960      2,661,513
    50,000  Lewis Galoob Toys, Inc.*<F4>               956,800      1,012,500
   253,100  Prime Hospitality Corp.*<F4>             3,010,044      3,448,488
                                                    ----------     ----------
                                                    11,873,802     12,295,413

THIS SECTOR IS 3.6% ABOVE YOUR COST.

            MACHINERY/CONSTRUCTION & MISCELLANEOUS MANUFACTURING - 0.5%
   170,000  3D Systems Corp.*<F4>                    3,082,500      3,570,000
    94,200  Chicago Miniature Lamp, Inc.*<F4>        1,327,977      3,061,500
   275,000  Greenfield Industries, Inc.              7,853,891      9,521,875
   240,000  JLG Industries, Inc.                     1,709,494     10,980,000
                                                    ----------     ----------
                                                    13,973,862     27,133,375

THIS SECTOR IS 94.2% ABOVE YOUR COST.

            MEDICAL PRODUCTS & SUPPLIES - 1.7%
   209,000  Advanced Technology
                Laboratories, Inc.*<F4>              6,241,042      5,643,000
   213,500  AmeriSource Health Corp.*<F4>            5,706,502      7,045,500
   284,800  Ballard Medical Products                 4,284,115      5,126,400
   231,400  CONMED Corp.*<F4>                        5,130,580      5,669,300
   155,000  Intelligent Medical Imaging, Inc.*<F4>   1,896,879      1,821,250
   341,000  Kinetic Concepts, Inc.                   3,712,374      4,560,875
   157,800  Maxxim Medical, Inc.*<F4>                3,072,617      2,978,475
   764,600  Nellcor Puritan Bennett Inc.*<F4>       37,026,113     49,125,550
   118,900  Utah Medical Products, Inc.*<F4>         2,212,298      1,991,575
                                                    
                                                    69,282,520     83,961,925

THIS SECTOR IS 21.2% ABOVE YOUR COST.

            NETWORKING - 6.0%
   314,500  Anixter International Inc.*<F4>          6,083,204      5,307,187
 2,964,400  Cisco Systems Inc.*<F4>                 56,797,048    137,474,050
   226,000  Digi International Inc.*<F4>             5,219,874      6,215,000
   617,700  Madge Networks N.V.*<F4>                27,227,441     24,785,213
 2,122,200  Newbridge Networks Corp.*<F4>           90,768,683    119,373,750
   161,100  Uniphase Corp.*<F4>                      5,437,549      6,242,625
                                                   
                                                   191,533,799    299,397,825
 THIS SECTOR IS 56.3% ABOVE YOUR COST.

            OIL/GAS FIELD SERVICES - 10.1%
   303,100  Arethusa (Off Shore) Ltd.               10,974,464     11,404,137
   214,700  Benton Oil and Gas Co.*<F4>              3,458,292      3,381,525
   568,400  BJ Services Co.*<F4>                    18,071,671     19,041,400
   167,100  Cooper Cameron Corp.*<F4>                6,421,671      7,018,200
   434,100  Diamond Offshore Drilling, Inc.*<F4>    17,636,774     18,612,038
   250,000  Digicon Inc.*<F4>                        2,598,020      2,687,500
 2,331,000  Dresser Industries, Inc.                67,257,866     71,095,500
   185,000  Energy Ventures, Inc.*<F4>               4,301,908      4,925,625
 1,613,800  Ensco International Inc.*<F4>           38,036,963     44,984,675
   188,500  Global Industries, Inc.*<F4>             3,860,780      3,958,500
 2,864,400  Halliburton Co.                        113,213,464    162,912,750
   155,000  Lomak Petroleum, Inc.                    1,646,471      1,821,250
   410,000  Marine Drilling Companies, Inc.*<F4>     2,911,755      3,228,750
 1,349,200  Noble Drilling Corp.*<F4>               13,383,788     16,696,350
   478,400  Petroleum Geo-Services
              A/S ADR*<F4>                          11,651,843     12,049,939
   493,300  Pride Petroleum Services, Inc.*<F4>      5,609,338      6,967,863
   938,500  Reading & Bates Corp.*<F4>              11,560,459     18,535,375
   316,900  Sonat Offshore Drilling Inc.            13,755,772     16,161,900
 1,178,900  Tidewater Inc.                          34,527,143     44,798,200
   792,000  Weatherford Enterra Inc.*<F4>           23,106,846     27,621,000
                                                   
                                                   403,985,288    497,902,477

THIS SECTOR IS 23.2% ABOVE YOUR COST.

            PHARMACEUTICALS - 7.6%
 2,305,600  Eli Lilly & Co.                        123,352,019    149,864,000
   861,100  Pfizer Inc.                             45,191,895     57,693,700
 3,921,600  Pharmacia & Upjohn, Inc.*<F4>          166,310,315    156,373,800
   242,700   Watson Pharmaceuticals Inc.*<F4>        9,923,968      9,708,000
                                                   
                                                   344,778,197    373,639,500

THIS SECTOR IS 8.4% ABOVE YOUR COST.

            RETAILING - 14.1%
   622,600  Autozone, Inc.*<F4>                     20,900,072     21,090,575
   642,200  Claire's Stores, Inc.                    9,666,762     11,639,875
   470,800  CompUSA Inc.*<F4>                       19,894,628     26,070,550
   682,000  Consolidated Stores Corp.*<F4>          19,539,218     22,847,000
 1,046,200  Dollar General Corp.*<F4>               32,482,224     30,339,800
    82,500  Gadzooks, Inc.*<F4>                      2,725,625      2,866,875
 3,961,600  Gap, Inc.                              192,673,947    219,373,600
 1,275,900  Nordstrom, Inc.                         62,487,070     61,802,044
   125,000  Orchard Supply Hardware Stores*<F4>      3,031,250      2,953,125
   699,700  Pier 1 Imports, Inc.                     9,054,120      8,833,713
   162,800  Proffitt's Inc.*<F4>                     3,229,946      5,128,200
 1,283,800  Rite Aid Corp.                          42,186,940     39,637,325
 4,106,900  Sears, Roebuck and Co.                 176,396,360    200,211,375
   437,800  Talbots, Inc.                           15,997,527     16,636,400
 1,211,200  TJX Companies, Inc.                     28,891,958     30,431,400
                                                   -----------    -----------
                                                   639,157,647    699,861,857

THIS SECTOR IS 9.5% ABOVE YOUR COST.

            SEMICONDUCTOR & RELATED - 3.8%
 2,049,900  Analog Devices, Inc.*<F4>               57,003,467     57,397,200
   378,000  ASM Lithography Holding N.V.*<F4>       15,078,646     15,261,750
    38,000  ElectroStar, Inc.*<F4>                     342,000        399,000
   548,300  ESS Technology Inc.*<F4>                10,678,506     10,280,625
    41,100  Flextronics International Ltd.*<F4>        965,850      1,253,550
   198,000  Hadco Corp.*<F4>                         6,423,783      6,039,000
   758,800  International Rectifier Corp.*<F4>      13,906,851     13,658,400
    50,200  MEMC Electronic Materials, Inc.*<F4>     1,799,121      1,826,025
   597,700  Microchip Technology Inc.*<F4>          21,487,816     16,436,750
   811,200  Oak Technology, Inc.*<F4>               19,463,563     17,440,800
 1,254,100  S3 Incorporated*<F4>                    20,322,043     14,971,446
   870,000  Sierra Semiconductor Corp.*<F4>         19,557,713     16,530,000
   160,000  Silicon Storage Technology Inc.*<F4>     1,720,166      1,840,000
    36,600  Unitrode Corp.*<F4>                        400,246        887,550
   360,100  Zilog, Inc.*<F4>                        12,316,935     12,153,375
                                                   -----------    -----------
                                                   201,466,706    186,375,471

THIS SECTOR IS 7.5% BELOW YOUR COST.

            SOFTWARE - 9.0%
 1,853,500  BMC Software, Inc.*<F4>                 68,727,280    101,479,125
 1,034,300  Borland International, Inc.*<F4>        17,079,545     18,617,400
 1,186,700  Cadence Design Systems, Inc.*<F4>       24,927,293     52,363,137
   360,100  Cognos Inc.*<F4>                        12,658,112     20,435,675
 2,217,900  Computer Associates Intl., Inc.        123,952,242    158,857,088
   117,500  Datalogix International Inc.*<F4>        1,569,071      1,586,250
    42,500  Datastream Systems, Inc.*<F4>              935,938        924,375
   461,500  GT Interactive Software Corp.*<F4>       6,291,203      4,961,125
   203,000  Hyperion Software Corporation*<F4>       4,364,276      4,415,250
   175,000  IKOS Systems, Inc.*<F4>                  1,811,250      2,931,250
   456,400  McAffee Associates, Inc.*<F4>           13,328,277     24,987,900
   180,000  Meridian Data, Inc.*<F4>                 1,663,638      1,867,500
   139,100  Micrografx, Inc.*<F4>                    1,975,005      1,808,300
   930,700  Oracle Corp.*<F4>                       39,309,339     43,859,238
    64,800  Stac, Inc.*<F4>                            769,299        680,400
   145,000  TCSI Corp.*<F4>                          2,289,793      4,422,500
                                                   -----------    -----------
                                                   321,651,561    444,196,513

THIS SECTOR IS 38.1% ABOVE YOUR COST.

            TRANSPORTATION - 3.4%
   234,500  Alaska Air Group Inc.*<F4>               4,489,117      6,272,875
   699,800  America West Airlines, Inc. Cl B*<F4>   10,616,280     14,958,225
   130,000  Atlas Air, Inc.*<F4>                     2,243,124      4,875,000
   131,700  Mesa Airlines, Inc.*<F4>                 1,138,158      1,415,775
   227,500  Miller Industries, Inc.*<F4>             6,293,394      7,735,000
 1,032,500  Pittston Brink's Group                  20,344,925     27,619,375
 1,572,600  Praxair, Inc.                           51,314,622     62,707,425
   784,000  Trans World Airlines, Inc.*<F4>          9,452,697     15,680,000
   165,000  United TransNet, Inc.*<F4>               2,475,907      3,898,125
   985,700  ValuJet Airlines, Inc.*<F4>             22,757,768     24,642,500
                                                   -----------    -----------
                                                   131,125,992    169,804,300

THIS SECTOR IS 29.5% ABOVE YOUR COST.

            MISCELLANEOUS - 1.1%
   674,000  Allied Waste Industries, Inc.*<F4>       5,782,751      6,150,250
    14,000  American Homestar Corp.*<F4>               254,322        278,250
   581,200  Fort Howard Corp.*<F4>                  12,368,649     13,077,000
   435,400  Lear Seating Corp.*<F4>                 13,613,104     14,204,925
   417,300  United Waste Systems, Inc.*<F4>         16,905,218     20,865,000
                                                    ----------     ----------
                                                    48,924,044     54,575,425

THIS SECTOR IS 11.6% ABOVE YOUR COST.
            WARRANTS - 0.0%
        43  Sound Advice, Inc.
              Warrants,*<F4> 06/14/99                        0              0

 THIS SECTOR IS 0.0% ABOVE YOUR COST.
                                                 -------------  -------------
            Total common stocks                  4,162,045,959  4,886,561,473

SHORT-TERM INVESTMENTS - 2.1% (A)<F5>

            COMMERCIAL PAPER - 1.7%
$25,000,000 American Express Credit Corp.
            5.4% Due 04/01/96                      $25,000,000    $25,000,000
 7,000,000  American Express Credit Corp.
            5.4% Due 04/02/96                        6,998,956      6,998,956
 20,000,000 American Express Credit Corp.
            5.4% Due 04/03/96                       19,994,000     19,994,000
 15,000,000 American Express Credit Corp.
            5.4% Due 04/04/96                       14,993,250     14,993,250
 10,000,000 Norwest Financial, Inc.
            5.37% Due 04/01/96                      10,000,000     10,000,000
 5,000,000  Prudential Funding Corp.
            5.45% Due 04/01/96                       5,000,000      5,000,000
 5,000,000  Prudential Funding Corp.
            5.45% Due 04/02/96                       4,999,243      4,999,243
                                                    ----------     ----------
             Total commercial paper                 86,985,449     86,985,449

            VARIABLE RATE DEMAND NOTES - 0.4%
 3,325,000  American Family Financial
              Services                               3,325,000      3,325,000
 2,900,000  General Mills, Inc.                      2,900,000      2,900,000
 1,700,000  Pitney Bowes Credit Corp.                1,700,000      1,700,000
10,073,458  Sara Lee Corp.                          10,073,458     10,073,458
 2,225,000  Wisconsin Electric Power Co.             2,225,000      2,225,000
                                                 -------------  -------------
            Total variable rate demand notes        20,223,458     20,223,458
                                                 -------------  -------------
            Total short-term investments           107,208,907    107,208,907
                                                 -------------  -------------
            Total investments                   $4,269,254,866  4,993,770,380
                                                 -------------
                                                 -------------

            LIABILITIES, LESS CASH AND
            RECEIVABLES (0.9%) (a)<F5>                           (46,390,765)
                                                                -------------

              NET ASSETS                                       $4,947,379,615
                                                                -------------
                                                                -------------

            Net Asset Value Per Share
            ($0.01 par value 200,000,000
            shares authorized), offering
            and redemption price
            ($4,947,379,615 / 165,981,905
            shares outstanding)                                        $29.81
                                                                        -----
                                                                        -----

 * <F4>Non-income producing security.
 (a) <F5>Percentages of various classifications relate to net assets.

The accompanying notes to financial statements are an integral part of this
statement.

MARKET CAP . . .

New purchases in EMC Corp., Conseco, Inc., Dell Computer, Analog Devices, and
Caremark International jumped your $1 billion to $5 billion category ("mid cap")
from 34.0 percent in December to 43.3 percent. Gains in Newbridge Networks, up
$25 million, BMC Software, up $23 million, and Tellabs, up $22 million, also
increased the size of your mid cap holdings.

Your "large cap" stocks, those above $5 billion, dropped back slightly to 40.0
percent as Merck, Bay Networks, Cabletron, and Home Depot were sold.

Companies with market caps of $500 million to $1 billion increased to 9.1
percent while your companies below $500 million comprised 6.4 percent.

This shift away from large cap stocks which number 17 out of a total of 203 and
move toward mid cap stocks follows a period when prudence dictated a more
cautious approach toward the smaller cap stocks. From September 30, 1995 to
January 31, 1996 the Nasdaq Industrials dropped 1.2 percent while larger S&P 500
stocks rose 9.7 percent.
       ----

YOUR COMPANIES' MARKET CAPITALIZATION

Cash 1.2%
SMALL CAP 15.5%
MID CAP 43.3%
LARGE CAP 40%

                             BRANDYWINE FUND, INC.
                            STATEMENT OF OPERATIONS
                      For the Period Ended March 31, 1996
                                  (Unaudited)

INCOME:
  Dividends                                                     $10,864,308
  Interest                                                        4,856,629
                                                                 ----------
  Total income                                                   15,720,937
                                                                 ----------

Expenses:
  Management fees                                                21,818,969
  Custodian fees                                                    352,962
  Printing and postage expense                                      204,302
  Transfer agent fees                                               194,111
  Administrative services                                           157,250
  Registration fees                                                 147,991
  Professional fees                                                  11,600
  Other expenses                                                     46,184
                                                                 ----------
  Total expenses                                                 22,933,369
                                                                -----------
NET INVESTMENT LOSS                                             (7,212,432)
                                                                -----------
NET REALIZED GAIN ON INVESTMENTS                                142,008,093
NET DECREASE IN UNREALIZED APPRECIATION ON INVESTMENTS        (111,849,006)
                                                               ------------

NET GAIN ON INVESTMENTS                                          30,159,087
                                                               ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS            $22,946,655
                                                                -----------
                                                                -----------

                      STATEMENTS OF CHANGES IN NET ASSETS
                For the Period Ended March 31, 1996 (Unaudited)
                   and For the Year Ended September 30, 1995

                                                          1996           1995
                                                   -----------    -----------   
OPERATIONS:
  Net investment loss                             $(7,212,432)  $(10,067,903)
  Net realized gain on investments                 142,008,093    486,983,910
  Net (decrease) increase in unrealized
   appreciation on investments                   (111,849,006)    676,704,147
                                                  ------------  -------------
  Net increase in net assets resulting
   from operations                                  22,946,655  1,153,620,154
                                                  ------------  -------------

DISTRIBUTIONS TO SHAREHOLDERS:
  Distributions from net realized gains
  ($3.84486 and $1.45255 per share, respectively)(479,170,817)  (132,629,398)
                                                  ------------   ------------

FUND SHARE ACTIVITIES:
  Proceeds from shares issued (39,318,287 and
   41,807,549 shares, respectively)              1,142,356,751  1,178,735,039
  Net asset value of shares issued in
   distributions (15,557,840 and 5,354,806
   shares, respectively)                           439,669,031    123,963,752
  Cost of shares redeemed (10,864,557 and
   15,663,300 shares, respectively)              (315,906,195)  (426,759,741)
                                                 -------------   ------------

  Net increase in net assets derived
   from Fund share activities                    1,266,119,587    875,939,050
                                                 -------------   ------------

  TOTAL INCREASE                                   809,895,425  1,896,929,806

NET ASSETS AT THE BEGINNING OF THE PERIOD        4,137,484,190  2,240,554,384
                                                 -------------  -------------

NET ASSETS AT THE END OF THE PERIOD             $4,947,379,615 $4,137,484,190
                                                 -------------  -------------
                                                 -------------  -------------

The accompanying notes to financial statements are an integral part of these
statements.

                             BRANDYWINE FUND, INC.
                              FINANCIAL HIGHLIGHTS
 (Selected Data for each share of the Fund outstanding throughout each period)

<TABLE>
<CAPTION>
                                      FOR THE PERIOD
                                     ENDED MARCH 31,
                                                1996
                                         (UNAUDITED)    1995   1994    1993   1992    1991   1990    1989   1988    1987  1986+<F6>
                                       -------------   -----  -----   -----  -----   -----  -----   -----  -----   -----  -----
<S>                                           <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period          $33.92  $24.77 $28.04  $19.36 $20.52  $15.79 $17.87  $12.89 $17.00  $11.01 $10.00

Income from investment operations:
  Net investment income (loss)                  0.04  (0.10)   0.03  (0.02)   0.04    0.27   0.11    0.03   0.06  (0.02)   0.03
  Net realized and unrealized (losses) gains
    on investments**<F8>                      (0.31)   10.70 (0.43)    9.25   1.04    5.74 (1.48)    4.99 (3.29)    6.04   0.98
                                               -----   -----  -----   -----  -----   -----  -----   -----  -----   -----  -----

Total from investment operations              (0.27)   10.60 (0.40)    9.23   1.08    6.01 (1.37)    5.02 (3.23)    6.02   1.01

Less distributions:
  Dividends from net investment income            --      --     --  (0.01) (0.13)  (0.28) (0.03)  (0.04)     --  (0.03)     --
  Distributions from net realized gains       (3.84)  (1.45) (2.87)  (0.54) (2.11)  (1.00) (0.68)      -- (0.88)      --     --
                                               -----   -----  -----   -----  -----   -----  -----   -----  -----   -----  -----

Total from distributions                      (3.84)  (1.45) (2.87)  (0.55) (2.24)  (1.28) (0.71)  (0.04) (0.88)  (0.03)     --
                                               -----   -----  -----   -----  -----   -----  -----   -----  -----   -----  -----

Net asset value, end of period                $29.81  $33.92 $24.77  $28.04 $19.36  $20.52 $15.79  $17.87 $12.89  $17.00 $11.01
                                               -----   -----  -----   -----  -----   -----  -----   -----  -----   -----  -----
                                               -----   -----  -----   -----  -----   -----  -----   -----  -----   -----  -----

Total Investment Return                      (0.3%)*<F7>45.5% (1.4%)   48.6%   5.9%   41.4% (7.9%)   39.0%(17.6%)  54.8% 13.7%*<F7>

Ratios/Supplemental Data:
Net assets, end of period (in 000's $)4,947,380 4,137,484 2,240,554 1,413,253 695,128 527,808 271,856 169,745 122,863 127,777 57,984
Ratio of expenses to average net assets       1.05%*<F7>1.07%  1.09%   1.08%  1.10%   1.09%  1.12%   1.13%  1.16%  1.18% 1.39%*<F7>
Ratio of net investment (loss) income
  to average net assets                      (0.3%)*<F7>(0.4%)   0.1%  (0.1%)   0.2%    1.5%   0.9%    0.2%   0.3% (0.2%) 0.7%*<F7>
Portfolio turnover rate                      212.6%*<F7>193.7% 190.2%  150.4% 188.9%  187.9% 157.7%  91.0% 107.4% 146.8% 58.4%*<F7>

     +<F6>For the period from December 12, 1985 (commencement of operations) to
September 30, 1986.
     *<F7>Annualized.
     **<F8>On a per share basis, this amount may not agree with the net realized
and unrealized gains (losses) experienced on the portfolio securities for the
period because of the timing of sales and repurchases of the Fund's shares in
relation to fluctuating market values of the Portfolio.

The accompanying notes to financial statements are an integral part of this
statement.


                             BRANDYWINE FUND, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996
                                  (Unaudited)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant accounting policies of Brandywine
Fund, Inc. (the "Fund"), which is registered under the Investment Company Act of
1940. The Fund was incorporated under the laws of Maryland on October 9, 1985.

     (a)  Each security, excluding short-term investments, is valued at the last
sale price reported by the principal security exchange on which the issue is
traded, or if no sale is reported, the latest bid price. Securities which are
traded over-the-counter are valued at the latest bid price. Securities for which
quotations are not readily available are valued at fair value as determined by
the investment adviser under the supervision of the Board of Directors. Short-
term investments are valued at amortized cost which approximates quoted market
value. Investment transactions are recorded no later than the first business day
after the trade date.

     (b)  Net realized gains and losses on common stock are com-puted on the
basis of the cost of specific certificates.

     (c)  Provision has not been made for Federal income taxes since the Fund
has elected to be taxed as a "regulated investment company" and intends to
distribute substantially all income to its shareholders and otherwise comply
with the provisions of the Internal Revenue Code applicable to regulated
investment companies.

     (d)  Dividend income is recorded on the ex-dividend date. Interest income
is recorded on the accrual basis.

     (e)  The Fund has investments in short-term variable rate demand notes,
which are unsecured instruments. The Fund may be susceptible to credit risk with
respect to these notes to the extent the issuer defaults on its payment
obligation. The Fund's policy is to monitor the creditworthiness of the issuer
and does not anticipate nonperformance by these counterparties.

     (f)  Generally accepted accounting principles require that permanent
financial reporting and tax differences be reclassified to capital stock.

(2)  INVESTMENT ADVISER AND MANAGEMENT AGREEMENT AND TRANSACTIONS WITH RELATED
PARTIES

     The Fund has a management agreement with Friess Associates, Inc. (the
"Adviser"), with whom certain officers and directors of the Fund are affiliated,
to serve as investment adviser and manager. Under the terms of the agreement,
the Fund will pay the Adviser a monthly management fee at the annual rate of one
percent (1%) on the daily net assets of the Fund. Also, the Adviser is
reimbursed for administrative services rendered to the Fund by a consult-ant
paid by the Adviser.

(3)  DISTRIBUTION TO SHAREHOLDERS

     Net investment income and net realized gains are distributed to
shareholders.

(4)  INVESTMENT TRANSACTIONS

     For the period ended March 31, 1996, purchases and proceeds of sales of
investment securities (excluding short-term securities) were $5,323,392,415 and
$4,556,609,272, respectively.

(5)  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

     As of March 31, 1996, liabilities of the Fund included the following:

     Payable to brokers for
      investments purchased                                $91,047,160
     Payable to Adviser for management
      fees                                                   4,132,954
Other liabilities                                              173,217

(6)  SOURCES OF NET ASSETS

     As of March 31, 1996, the sources of net assets were as follows:
     Fund shares issued and outstanding                 $4,083,115,967
     Net unrealized appreciation
      on investments                                       724,515,514
     Undistributed net realized gains
      and losses                                           139,748,134
                                                         -------------
                                                        $4,947,379,615
                                                        --------------
                                                        --------------
                                                        
     Aggregate net unrealized appreciation as of March 31, 1996 consisted of the
following:

     Aggregate gross
      unrealized appreciation                             $788,571,334
     Aggregate gross unrealized
      depreciation                                        (64,055,820)
                                                          ------------
     Net unrealized appreciation                          $724,515,514
                                                           -----------
                                                           -----------

KUDOS FOR YOUR FUND . . .

 USA TODAY -- Brandywine named as one of the "Funds for the Long Haul" for its
404 percent cumulative gain compared with only a 221 percent gain for the
average growth fund during the the last ten years through March 31, 1996.  
April 1996
- ----------

 RETIRE WITH MONEY -- "Since its 1985 inception, Brandywine has returned an
average of 18.4% a year. It has never had a down year . . . Even in 1987, when
the market experienced its worst meltdown in 60 years, Brandywine edged up
2.6%." April 1996
       ----------
       
 THE PLAIN DEALER -- Of the 7,000 mutual funds available, Brandywine is one of
only 10 that has never had a losing year in any of the last 10 years and has
posted an average annual return of at least 11 percent during the 10 year
period. March 1996
        ----------
        
 FEE ADVISOR -- "(Brandywine is) one of the few investment management firms
that's really taken in a lot of money, grown its staff significantly, and still
maintained its edge. . . . they are so . . . creative at what they do that they
are just getting better insights, and that's what helps build their record."
January/February 1996
- ---------------------

 SMART MONEY -- "At Brandywine, (Friess and his team) . . . are more interested
in what Friess likes to call detective work -- talking to competitors,
suppliers, and customers of a company and ferreting out tidbits of information
that together form a mosaic of how the company is faring. 'They are the best at
digging out facts of anyone' says (a competing fund manager)." January 1996
                                                               ------------
                                                               
 MORNINGSTAR, INC. -- For the ten years ended December 31, 1995, Brandywine Fund
ranked number one among growth funds in the U.S. currently available to new
investors that have no load or distribution charges. January 1996
                                                     ------------
                                                     
BOARD OF DIRECTORS

John E. Burris
Chairman
Burris Foods, Inc.
Milford, Delaware

Foster S. Friess
President
Friess Associates, Inc.
Jackson, Wyoming

Stig Ramel
Former President
Nobel Foundation
Stockholm, Sweden

(800) 656-3017

Investment Adviser: FRIESS ASSOCIATES, INC.
Independent Accountants: PRICE WATERHOUSE LLP
Custodian, Transfer Agent: FIRSTAR TRUST COMPANY
Legal Counsel: FOLEY & LARDNER

OFFICERS: Foster S. Friess, President and Treasurer; Clarke Adams, Vice
President; William F. D'Alonzo, Vice President; Carl S. Gates, Vice President;
Paul R. Robinson, Vice President; and Lynda J. Campbell, Secretary

This report is not authorized for use as an offer of sale or a solicitation of
an offer to buy shares of Brandywine Fund unless accompanied or preceded by the
Fund's current prospectus.

Report editor: Lynda J. Campbell   Report Staff: Margaret Barton, Rebecca A.
Buswell, Jennifer Fidance, Paul R. Robinson


</TABLE>


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