BRANDYWINE FUND INC
N-30D, 1998-04-23
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 BRANDYWINE FUND, INC.

 MANAGED BY FRIESS ASSOCIATES, INC.     SEMI-ANNUAL REPORT  MARCH 31, 1998

 DEAR FELLOW SHAREHOLDERS:

 Your Fund returned 2.8 percent this quarter held back by high cash levels
which dropped from a high of 78 percent to its current 43 percent. You
backtracked 11.6 percent the first half of fiscal '98.

 Aided by the pleasant 19 percent September quarter increase, your trailing
twelve months performance of 17.7 percent normally would be embraced as a good
return. But because the market generally has been so strong, these results are
terrible. We have not served you well this quarter and we want you to know we
are very upset about that fact. We are blessed with the best clients and
shareholders in the world and you deserve better.

 With daily confirmation and validations of your research team's assessment
that there would be disappointing earnings particularly in the technology
sector, why do so many stocks continue to go up?  How could we be so right, and
yet so wrong, all at the same time?

 It's because the market is being driven more by liquidity than by
                                                  --------
fundamentals. We were dead wrong in not correctly assessing the incredible
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amounts of money that would be awash in the system that had to find a home some
place. The U.S. suddenly looked like one of the best games in town. The money
supply grew an alarming 9 percent from Q4 '97 to Q1 '98. Money deposited into
equity mutual fund coffers exploded almost 50 percent higher in the early weeks
of 1998 compared to 1997.

 Despite the growing signs of excessive speculation, the incredibly high PE
ratios of many stocks, and the deterioration of earnings growth in many
technology companies, the market has moved ahead. Meanwhile, the Japanese
economy, the world's second largest market, continues to deteriorate. Even Sony
Corporation chairman's shocking declaration Thursday: "We are going to have a
very, very severe 1998. Japan's economy is on the verge of collapse," seems to
have had no effect on our market.

 As analysts further lowered forecasts for earnings growth to reduced levels
not seen in 8 years, stocks have continued to climb. First Call's latest S&P 500
first-quarter forecast is 0.5 percent earnings growth over last year -- down
                         ---
from 10.4 percent on January 2! Yet the S&P 500 was up 13.5 percent on this
disappointing earnings outlook. The prospect of earnings for the year are an
anemic 9.7 percent growth, down significantly from much higher expectation
levels just a month ago. In the Friess Associates investment approach lower
earnings drop stocks, growing earnings make them go up.

 Let me clearly articulate our investment strategy and what it is we do for you
and what it is we don't do, so we are all on the same page, in terms of
understanding how that affects the levels of cash.

 Our first criterion is to isolate very rapidly growing companies. If you look
                                   ------------------------------
at our portfolio at any given time, you'll find 90 percent of the companies
growing over 15-20 percent and our average growth rate often surpassing 50
percent.

 Second, we buy lower PE ratio stocks. We do not own the Home Depots, the Coca-
                --------------
Colas, Gillettes and the AOLs -- the companies selling at 35, 40, 60 times
earnings, even though they are leading companies. Again, 90 percent of your
companies would be under 25 times.

 The third criterion looks for companies doing better than people expect. When
                                               -------------------------
even a company leader reports a 35 percent earnings increase, the stock can go
down because analysts were predicting 45 percent. CompUSA's 5 point drop Tuesday
to $20, down from a recent high of $35, is but one example of this phenomenon of
a high quality company being punished for slowing earnings growth. You sold the
stock months ago.

 Everyday, every one of our researchers scrutinizes each investment for which
he or she is responsible. If we believe it is going down, it is sold. If we
believe it is going up, it is held. If our sales at any given time exceed
purchases of those we are excited about, the cash in the Fund builds.

 Some other times when this has happened were during the fall of the Shah in
Iran and during the Arab oil embargo in late 1973. Money was made in 1974
because of this excess cash even though the S&P 500 declined 26.5 percent.
                                                    --------
After our 1990 Kuwait-invasion inspired sales, the Dow Jones dropped over 400
points.

 We have stuck to our discipline. We did not go out and buy Yahoo! at a PE
 -------------------------------
measured in the hundreds or drug stocks with PE ratios of 40 and above. This
focused approach has been out of step before.

 Many sophisticated investors believe that you should never sell, pointing to
                                                      -----
successes like Coca-Cola or Microsoft. Friess Associates does not look at the
investment world from this perspective. For every Coke, we can point to New York
Central and Pennsylvania Railroad, two companies for which the same arguments
were made. These were "high quality" companies. Neither exists today.

 Had you bought Avon Products in 1973 at its high of $70, you would have
watched it sag to under $9 in the next eleven years, and waited 24 years before
it returned to $70. Seventeen of the 30 Dow Jones stocks of 25 years ago have
been replaced because of deteriorating fundamentals.

 Had we subscribed to this buy and hold theory, we probably would not have sold
your Nike at $66 which now sells in the low $40s, or your Compaq at $31 after a
50 percent gain because both are classic, powerful companies. Compaq now trades
in the mid $20s. David Harrington was shrewd to perceive from talks with many of
its customers that an inventory glut was developing in the reseller channel.
Orders were also impacted because of a shift towards the new $1,000 and under
computers.

 Bottom line, we want you to know that while some have construed our heavy cash
position as being "bearish" on the market or a "market call," it evolved from
the same investment disciplines we have been implementing for 30 years.

 This time-tested strategy has earned recognition from financial publications,
investment gurus, and financial advisors throughout the country. Sticking with
this proven investment discipline is how you are currently enjoying smart gains
in your recent stock selections.

 A.J. Berk's Cotelligent Group pick rose 55 percent. Goodys Clothing, selected
by Tripp Rudisill, and Atlantic Coast Airlines, chosen by David Harrington, each
jumped 52 percent. Central Garden & Pet, Bill Dugdale's pick, was up 49 percent,
while John Ragard saw his ShowBiz PizzaTime gain 42 percent.

 Jon Fenn's Franchise Mortgage Acceptance climbed 40 percent, Carl Gates'
Kendle International rose 39 percent, while Paul Berg's Let's Talk Cellular
increased 38 percent. And, Fiserv, Inc. which Andy Graves selected, was up 29
percent.

 If you'd invested five years ago, you'd enjoy a 136 percent cumulative return,
18.7 percent average annualized. And, the ten year figure is 502 percent, or
19.7 percent on average each year.

MOST RECENT TEN YEARS
Russell 2000     238.2%
NASDAQ IND.      254.9%
IBD* <F1>        267.9%
S&P 500* <F1>    465.7%
Your Fund* <F1>  501.5%
   
 We are grateful for Kiplinger's Mutual Funds '98 showing that Brandywine's
performance, with a 20.3 percent average annualized return, ranks us as one of
the top three no-load mutual funds in the U.S. for the ten years ended December
   ----------
31, 1997 in the Long-Term Growth category!

 Jack Fraser deserves kudos for the significant new research hires and also for
enhancing our external research resources. Clarke Adams, Diane Hakala, and Mark
Lapolla are fullfilling an entrepreneurial dream launching a hedge fund which
permits short sales, options, and leverage which the Friess Associates strategy
does not utilitze.

 Our 39-person research team is now in place to accomodate growth to 50 percent
before we'll need to add new people.

 My 34 years of investment experience tends to side with a comment in this
week's The Economist:

 "To ignore earnings and buy shares on the basis that lots of other people are
going to is another version of the greater fool theory that underpins market
bubbles."

 At the end of the day, a stock is worth no more than the earnings attached to
it. Our goal over the next couple of quarters is to buy stocks that will
outperform the relevant indices AND meet our stringent earnings criteria, such
as General Cable, Maytag, Dress Barn, and Atlantic Coast Airlines, rising 102,
51, 107, and 202 percent since purchase.

 With earnings estmates coming down, we are seeing more opportunities to put
your money to work now that people are altering their expectations to what your
research team predicted months ago.

 For those of you who have "hung tough" and contributed nearly $500 million in
new dollars, over the quarter, we thank you for your loyalty and confidence, and
you can bet we will work as hard as ever to retain your trust.

 Our morale is sustained by encouraging emails and letters like one from a
shareholder who works at Lucent Technologies. She wrote, "Brandywine is a growth
fund and most of us should look to long term. Sometimes long term cannot be
reached without short term losses. The market is not a sure thing, and I
personally don't look for all milestones to be successful. Keep up the good work
and your spirits!" It's supportive comments like this that get us to the office
early!

 Our most important priority is helping you achieve your financial goals --
from our longest-term shareholders, like The Nobel Foundation, with $40 million
invested with you, to those of you who are newest on the block.

 Our own pension funds, much of the investments of our close friends and
families, and all of my personal stock market investments are in Brandywine and
Brandywine Blue Funds. Our mutual success is foremost on our minds each and
every workday.

 God Bless!
/s/ Foster Friess
Foster Friess
President

April 4, 1998

HIGHLIGHTS . . .
COMMUNICATIONS
With sales figures tripling from many of its top 20 customers like Home Depot,
and new relationships with such well known companies as GTE, GENERAL CABLE
CORPORATION penetrates both international and domestic markets. Your company
manufactures and markets its wire and cable products to retailers, OEMs
(original equipment manufacturers) and distributors.

Canadian sales are up 40 percent, and upcoming acquisitions in Europe and Mexico
help strengthen General Cable's international presence.

According to CEO Steve Rabinowitz, these increased sales result from your
company's "Power of One" strategy which provides a one stop shopping solution
for its customers. Key to this strategy is that General Cable offers more
products than any other cable manufacturer or distributor and provides
extraordinary customer service in education about its products (which is unusual
for a commodity business like cable distribution).

Last quarter, earnings were $.62. Analysts expect earnings growth of 31 percent
for the March quarter.

Purchased for you in May, your shares are up 102 percent to $45.

DEPARTMENT STORES
Does purchasing groceries, apparel, home electronics, garden equipment, and
sporting goods all in one store seem unlikely?  Not if you live in the western
U.S. and shop at one of FRED MEYER, INC.' s 110 "multidepartment" stores. With
sales in the recent January quarter up 88 percent, it seems these superstores
have popular appeal.

Fred Meyer recently acquired Ralph's Supermarkets, a supermarket chain based in
Southern California, and Quality Food Centers, a grocery chain in the Pacific
Northwest, making it the 4th largest supermarket operator in the nation. CFO
Dave Jessick says those acquisitions are now complete and analysts expect they
will create a doubling in sales. Revenues in calendar year '98 should eclipse
$15 billion.

Your company recently beat Wall Street expectations by 5 cents when it reported
earnings for the January quarter of $.56, with same store sales rising over 10
percent. Analysts predict earnings will be $.31 next quarter, a gain of 30
percent.

Rising 107 percent since purchase in May at $22, your shares sell today at $46.

FOOD/RESTAURANTS
If you have young children, grandchildren, nieces or nephews, chances are you've
set foot in a Chuck E Cheese's once or twice. These family restaurants run by
SHOWBIZ PIZZA TIME, INC. appeal to young kids because of an arcade-like
atmosphere featuring life-sized, computer-controlled mechanical characters and
animated props, video and interactive games and rides. The menu, too, is catered
to the younger palate, offering pizza, salads, sandwiches, and desserts.

CFO Larry Page told us about ShowBiz's remodeling plans for its highest volume
stores. Excess space is eliminated in kitchens and bathrooms to create more
retail capacity. The goal is to revamp 12 units this year, which would be
equivalent to adding four new stores at a dramatically lower cost than building.

Your company is also introducing their new game package which includes kiddy
skill games and higher tech, more competitive interactive games for the entire
family to enjoy, fueling sales growth of 9.1 percent in those restaurants where
the games have been introduced.

The December quarter showed earnings more than doubling from $.12 to $.30.
Revenues rose 26 percent.

Purchased in October at $23, your shares are up 44 percent to $33 today.

HOME/OFFICE & RELATED
Quality has always been associated with the MAYTAG CORP. name. You've likely
seen the Maytag repairman advertised as the loneliest guy in the business, never
receiving calls for repair visits.

Your company, the third largest manufacturer of large appliances in the U.S., is
best known for its high and mid-range washing, cooking and cleaning machines
under the Maytag, Jenn-Air, Magic Chef, and Hoover brands. The nationally top-
selling Hoover vacuum cleaners, as well as an expanded relationship with Sears,
is driving revenues and earnings growth.

Earnings jumped 50 percent in the most recent quarter from $.36 to $.54 on sales
of $945 million.

Maytag's new Neptune line features a high-end machine using less water and
energy than the competitor's products, while laundering clothes as effectively
as if they were dry cleaned. Trade checks confirm that members of some police
forces wash their uniforms in the Neptune instead of having them professionally
cleaned.

In conversations with Leonard Hadley, Chairman and CEO, we learned factories are
now organized to maximize production efficiency, emphasizing the delivery of
higher-margin, premium-priced products that consistently beat the competition.

Purchased in September, your shares have shot up 51 percent to $48.

MEDICAL/DENTAL PRODUCTS & SERVICES
More people today are turning away from traditional treatments and looking to
"Mother Nature" and her arsenal of herbs in search of cures for common ailments.
Scientific evidence continues to authenticate the connection between diet and
good health, and TWINLAB CORPORATION benefits.

Twinlab produces over 900 nutritional supplement products including vitamins,
minerals, and sports nutrition products. Your company's herbal supplements are
marketed through the Nature's Herbs line found at Wal-Mart and various drug
stores. You'll also find Twinlab products at General Nutrition and Whole Foods
Market.

Last year, Twinlab's total revenue grew 25 percent, while its herbal supplement
sales jumped 78 percent. This suggests the recent survey by Natural Health
magazine is right on target when it indicated three in five adults expect to use
herbs as part of their daily health routine over the next few years.

On a February visit to company headquarters, we met with CEO Ross Blechman who
said that in just one quarter, the number of Nature's Herbs products offered at
Wal-Mart rose from 8 to 13. And, we learned that the company plans to nearly
triple the size of the Nature's Herbs manufacturing facility to 142,000 square
feet.

Earnings in the December quarter climbed 32 percent from $.22 to $.29 on revenue
growth of 40 percent.

Purchased in December at $31, your shares are selling today at $40 -- a 29
percent increase.

SPECIALTY RETAILING
Career-oriented, budget-conscious, style-minded women flock to DRESS BARN, INC.
for affordable, high-quality clothing. With 690 stores throughout the U.S., your
company offers women's apparel including sportswear, dresses, suits, and
accessories. Petite and plus sizes, as well as shoes, are found in larger Dress
Barn stores.

Dress Barn's brand names, Westport, Princeton, and Atrium, account for about 60
percent of sales, and CFO Armand Correia explains that the company continues to
successfully increase its product mix in these private labels which carry
substantially higher margins.

A solid domestic economy, strong employment growth, and low interest rates are
driving expendable income higher, so consumer spending is on the rise. Companies
like debt-free Dress Barn benefit from this trend.

Earnings in January were up 47 percent to $.34 from $.23 last year, on 10
percent revenue growth.

One of your longer-term holdings, your shares purchased in October '96 are up
107 percent to $29 today.

TRANSPORTATION & RELATED
Rapidly growing and relatively undiscovered, ATLANTIC COAST AIRLINES INC. offers
regional service to 42 destinations in 16 states. You can hop on a daily non-
stop flight to 39 cities throughout the U.S. including some in Maine, New York,
Ohio and Tennessee.

Your company's hub is Dulles International Airport, serving the Washington DC
and northern Virginia locals. Employing 1,300 people, it is the largest private-
sector employer in Loudoun County, Virginia.

Atlantic Coast looks to reap the rewards of a new partnership with United
Airlines. This alignment allows air travelers easy connections with one-stop
check-in on connecting flights and frequent flyer membership privileges.

Looking ahead, your company plans to double its jet capacity in '98 and increase
it another 40 percent in '99.

In the December quarter, earnings rose 13 percent to $.34 on a 25 percent gain
in revenues.

Purchased at $16 January of last year, your shares have tripled to $48.

 FUND DIRECTOR . . .
 Baron Stig Ramel met Foster Friess in 1972. Two years later, as the Executive
Director of The Nobel Foundation of Stockholm, Sweden, Ramel entrusted the
infant Friess Associates with $1 million of the Foundation's assets. Its first
dollar invested is now worth $120.

 Throughout his distinguished career in international finance and investment,
Ramel served as chairman or director of more than twenty prestigious Swedish and
international financial and industrial companies such as Volvo, Swedish Ford,
Indusvarden, and PLM, as well as many philanthropies.

 Early in his career, Stig was aide to Crown Prince Carl Gustaf, who is the
current king. We are so grateful to have his insights on the Brandywine board.

 The Nobel Foundation was established in 1900 by Swedish industrialist and
inventor of dynamite Alfred Bernhard Nobel and is today led by Ramel's successor
Micha Sohlman. The Foundation bestows the most prestigious prizes in the world;
Nobel Laureates are recognized each year for promoting international peace, and
for achievements in economics, physics, chemistry, medicine, and literature.

 Stig is one of those energizing, inspiring people who doesn't have the word
"retirement" in his vocabulary. After his incredible twenty year stint as head
of the Nobel Foundation, where he helped orchestrate a 175 percent increase in
the prize due to his astute investing and management, he then headed the Swedish
government's distribution of 27 billion Swedish krona in pension funds that had
been built up to be distributed in the private sector.

 When that mission was completed, he leapt into the authoring of personal
memoirs entitled, The Boy in the Door, which instantly became a Swedish
bestseller. Likewise, his more recent book on G.M. Armfelt, the George
Washington of Finland, has been equally successful and will soon be available in
Finnish. Stig travels around Sweden lecturing and educating the importance of
this man in the history of the region.

 Stig was born into a family occupying the Hviderup estate in southern Sweden
for 300 years and is thrilled that one of his sons has recently acquired and
begun renovations on the property after decades out of family possession. Ramel
pursued law and economics in his studies and entered the Swedish Foreign Service
in 1953 serving in Paris and then in Washington until 1960.

 Returning home, Ramel became the head of the section for Maritime and Atomic
Energy Affairs and then the Council for Information about Sweden abroad. Later,
he directed the Swedish Export Council.

 Stig and Ann Marie, a gourmet cook and cookbook author, have been married
since 1953. His enthusiasm for his four children and three grandchildren
challenges that of most family-oriented men.

 His energy level is reflected by intense sporting interests like orienteering,
common in Sweden, where, with a map and compass, you make a cross country road-
rally navigating through brush instead of roads. It's an arduous sport requiring
deft maneuvering of the forest environment.

 Unless there is a severe snowstorm, Stig is seen peddling his bike to and from
work, explaining why no one believes he is over 70 years old. On cold winter
weekends, his skates carve flawless patterns in the thick ice that encases the
Stockholm Archipelago.
                                                                    -Adam Rieger
 
 BARBARA . . .
 In June, Barbara Shea will mark 12 years at Friess Associates, and as one of
the most tenured of your team, she's seen remarkable change during her time
here. Joining Susan Morgan's solo operation on the trading desk, Barbara came
from Penn Mutual Life Insurance in Philadelphia. In 1986, Barbara and Susan
handled all trades and all settlements without the benefits of the fully
computerized setup we have in place today. They pushed a lot of paper!

 Barbara reflects on the summer of 1990 when Foster decided to increase cash
levels following the Iraqi invasion of Kuwait. "Susan and I sat amidst piles of
paper, working 14 and 15 hour days to get all the trades allocated and settled
properly. We'd make numerous trades by phone, but had to manually record them
for each client separately. It was quite a challenge!" From those days, she and
Susan have been rightfully dubbed as "adeptly tackling the tasks it would take
five to do!"

 Today's technology adds to Barbara's, as well as the entire trading team's,
ability to execute trades more efficiently. Handling $13 billion demands top-
notch equipment and software.

 In the last year or so, various programs have been added, like Instinet, where
an order is simply typed into the computer, the trade is processed, and the
execution is sent back via computer. POSIT is a "matching system" where the
traders enter stocks they want to buy or sell and five times a day a list is run
indicating other buyers and sellers of that same stock. The program "matches"
the two and the trade is completed.

 Barbara's years here yield a unique perspective. She came on board when there
was just $300 million under management and 12 teammates.

 Enter the trading room, and you witness the pulse of the organization. Barbara
and your six other traders field calls from various brokerage houses across the
country, receiving information on stocks, opinion changes, earnings releases,
and lists of what's available for purchase and sale. "This kind of activity
ensures there's never a dull moment in my workday," Barbara exclaims.

 Trading for research team leader Andy Graves, Barbara secured solid positions
in such holdings as Fiserv, Fred Meyer, and Rite Aid at average costs of $40,
$22, and $24, which have since risen 60, 107, and 44 percent. "Her years of
experience have garnered sound relationships with key brokers on the Street,
which augment Barbara's knack for knowing where to turn, and when, for the best
price possible," Andy relates.

 While Barbara is valued for her sharp sense on the trading desk, she is also
highly regarded for her upbeat, cheerful, and positive attitude. Fellow Friess
veteran, Lynda Campbell echoes this praise. "Barbara is a genuine spark of
light, inspiring everyone with her infectious laughter and great sense of humor.
Her keen wit and her spirit, combined with a true sense of caring for all of us,
shines through!" Chief among her hobbies of traveling, music, tennis, and water
aerobics is decorating her new home. A job Barbara really enjoys!
                                                               - Rebecca Buswell

 ANDY . . .
 Senior researcher and team leader Andy Graves moved to our Jackson
headquarters in 1993 from the Delaware office where he started at Friess in May
of '91. Attending an investor conference as an analyst for the Perritt Capital
Growth Fund, a small cap growth fund, Andy met Bill D'Alonzo and Carl Gates who
lured him away from Chicago to come back east and put his research skills to
work at Friess Associates.

 "We noticed Andy in the same meetings, investigating the same stocks, and
asking the same kinds of questions we were, and knew he was someone who could
add a lot to our research effort. And what a great find he has been!" Bill
D'Alonzo compliments Andy's savvy stock-picking ability. "Andy has a great nose
for stocks, he knows what questions to ask and how to probe to get to the meat
of the issue affecting a company's performance. His 'can-do' attitude means he
will tackle whatever is thrown his way. He's a real team player."

 Andy's background as a financial analyst and writer at the famed Morningstar
organization, as well as his stint as managing editor of the financial
newsletters Investment Horizons and The Mutual Fund Letter, give him a
particular perspective which was quickly recognized and utilized in our research
strategy.

 Some of Andy's big winners include Cisco Systems, Tellabs, Liz Claiborne, and
Gap, which since the beginning of last year have realized more than $372 million
from purchase to sale.

 While our researchers are generalists, Andy concentrates primarily on retail,
apparel, networking, telecommunications equipment, and restaurant companies.
"Through our intensive research strategy which focuses on getting to know the
managements of not only our target company, but also its customers, competitors,
and suppliers, I've been fortunate to forge relationships with many executives
in these industries," Andy explains. "Their input is invaluable to our
investigation of what companies will be solid holdings for our shareholders."

 Paul Charron, CEO of Liz Claiborne, is one of Andy's close contacts and was
eager to share some remarks about his experience working with Andy. "In talking
with him, it is clear Andy has done his research and knows what questions to
ask. He can leave a 20 minute conversation with all the information he needs to
remain an intelligent investor. I've always been impressed with how hard he
works to understand the dynamics of this business rather than just looking at it
as a number on a sheet."

 Paul emphasized that Andy's low-key but intense personality, and friendly,
supportive attitude, is integral to sustaining their positive relationship.

 Andy spent much of his childhood in Williamsburg, Virginia, before heading to
New Hampshire for high school to attend Phillips Exeter Academy where he
graduated with honors in 1984. He then went on to earn a BA in Economics at
Davidson College in Davidson, North Carolina. His parents now live in
Wilmington, Delaware, so a trip to see them also usually means a visit to the
Delaware office for a few days' work.

 Living in Jackson, Andy can enjoy the outdoor sports he loves -- golf, hiking,
running and skiing. Another favorite pastime of Andy's is vacationing abroad.
He's traveled to Europe, Australia, the Caribbean, Canada and Mexico all within
the last five years.
                                                               - Rebecca Buswell

 GROWING YOUR FUND . . .
 The performance of your Fund depends on bright, talented people who work at
the companies in which you are invested. Because your stake in Borders Group has
added $12.5 million of gains to your holdings, we are featuring an employee at a
Borders bookstore this quarter.

 While sometimes money managers get credit for the increases in a portfolio, we
always must be cognizant that the ultimate success is dependent on the people
running the companies. Without them, there is no success. Millions of people
each day commit their lives to make our American system work. By recognizing
Henry, we acknowledge the importance of each and every worker that has created
the values that now reside in your portfolio.

 Henry Torrie is the periodicals clerk at the Borders bookstore in Wilmington,
Delaware. "I run my own newsstand with the advantage that I have Borders behind
me. Our corporate buyers have the foresight and experience to know what is going
to be hot and to make sure we order sufficient copies."

 While Henry carries 800 magazines and periodicals which are available at all
Borders stores, he also has the freedom to order hundreds of additional titles
based on his knowledge of what his customers want. Henry's large in-store
newsstand reflects a wide range of special interests, offering two magazines
devoted to collecting Beanie Babies, one on hooking rugs, and others for train
buffs, woodworkers, and on and on.

 His own current favorite is the Fortean Times. Charles Fort was an eccentric
American writer and collector of anomalies. The pages of this magazine are
filled with accounts of extraordinary events and possible explanations for them,
a combination of science and silliness.

 Henry graduated from Temple University in Philadelphia with a degree in
Anthropology, a great background for a job that certainly requires studying the
diverse social and cultural orientations of the surrounding community.

 Stephen Geist, Henry's boss, says, "We hire intelligent, friendly people and
we encourage them to be individuals. No uniforms, no cookie-cutter clerks.
Because it is a great place to work, we are able to attract well-educated staff
members like Henry. Henry is open to new ideas and that keeps his newsstand
fresh and exciting. Just the way we want it to be!"

 Borders encourages browsing, offers coffee and desserts, and even features
lectures, concerts, and workshops. With the "welcome mat" always out, Borders
has become more than a megabookstore. It is a destination where people can relax
and enjoy themselves. Henry always makes sure his newsstand looks inviting.

 Away from work, Henry studies Buddhist teachings and works with a Tibetan monk
translating teachings into English. He has a special girlfriend and plans to be
married next year.
                                                               - Margaret Barton

 FUND INFO . . .
 If you're looking for the most current insights of your research team about
Brandywine, just call (800) 656-3017, and select #4. You'll hear a researcher
offering a tidbit or two!

TOP TEN . . .
 There were many changes to your Top Ten industries this quarter as five new
categories joined the group. Computers & Related, Apparel & Shoes,
Communications, and Transportation & Related all saw purchases to once again
bring them into the Top Ten, while Networking was an industry re-entering your
portfolio this quarter.

 Leaving the Top Ten were Pharmaceuticals, Department Stores, Home/Office &
Related, Insurance, and Electronics to make room for the new groups.

 Computers & Related fills the number two slot with 5.4 percent. Purchases and
subsequent gains of nearly $4 million in Computer Sciences Corp., Diamond
Multimedia Systems, and MicroTouch Systems helped fuel this group's growth.

 You added many Financial/Business Services companies this quarter to bring
this group to the top spot at 10.7 percent compared to 6.5 percent in December.
Large positions in Dime Bancorp, CMAC Investment Corporation, ContiFinancial
Corporation, Cotelligent Group, Volt Information Sciences, Franchise Mortgage
Acceptance, Staffmark, and Allied Capital Corporation were secured, and together
have gained $5 million.

 3Com, Xircom, and Ascend Communications are once again part of your portfolio,
bringing Networking to number seven. Ascend has already added $5 million.

TOP TEN INDUSTRY GROUPS
Financial/Business Services  (10.7%)
Computers & Related           (5.4%)
Specialty Retailing           (5.3%)
Apparel & Shoes               (4.1%)
Software                      (3.5%)
Communications                (3.1%)
Networking                    (2.8%)
Transportation & Related      (2.7%)
Leisure & Entertainment       (2.2%)
Oil/Gas Field Services        (1.8%)
All Others                   (14.7%)
Cash                         (43.7%)


ON THE CUTTING EDGE . . .
During the process of our investment research we often find remarkable
developments, but the companies involved may not always meet our investment
criteria. Their achievements are impressive nonetheless, and we thought you'd
like to hear about them.

IMPROVED DRUG DELIVERY FOR ASTHMATICS
While vastly improved asthma drugs have been introduced in recent years, most
must still be breathed in through small devices called metered-dose inhalers
(MDIs) that are tricky to use. Patients must coordinate their breathing with
the pumping action -- a technique that 70 percent of asthmatics fail to
master -- to ensure the right dosage. Aradigm Corp. has a smart alternative -
- - an MDI with a built-in microprocessor, SmartMist. This device uses red and
green indicator lights to guide a patient's breathing and dispenses the drug
automatically once it senses the desired flow rate is reached. It also stores
data on the patient's dosage and inhalation patterns, which can be downloaded
by physicians to monitor treatment.

CLOSING THE GAP
Doctors use sutures and staples to close internal surgical wounds, but these
products do not always seal leaks, especially with wounds near tissues under
pressure such as lungs, spinal cord, and brain. Leaking wounds can lead to
longer hospital stays, pain, and infection. Focal, Inc. makes liquid surgical
sealants that are applied after a wound has been closed. About to be sold in
Europe and now in trials in the U.S., the company's FocalSeal-L lung surgery
sealant may revolutionize recovery from lung surgery. In the container, the
water-based sealant is a thick liquid, but when exposed to light it quickly
solidifies. The sealant stays flexible so that it can stretch with the
tissue, and it is absorbed by the body after the wound heals.

THE TRANSISTOR TURNS FIFTY
The basic building block of all modern electronics was invented fifty years
ago at Bell Telephone Laboratories on December 16, 1947. The transistor
replaced vacuum tubes and serves as a switch that turns electrical current on
and off and a device that can make signals, like a voice on the telephone,
louder or softer. Without this gizmo there would be no electronic age. We
would still be in the time when most important machines overheated, clanked,
groaned, wobbled, and hissed. The strangest aspect of this indispensable and
universal device is that you will never see it. It is too small!

CAPITAL GAINS UPDATE . . .
Planning your taxes? While the distribution for '98 is still six months away,
we know some of you appreciate receiving the most current information on what
we expect. As of March 31, 1998, the approximate amounts were:
                                     -----------

$1.93 in long term capital gains
$ .00 in short term capital gains (treated as ordinary income)
- ----
$1.93 total potential distribution per share as of 3/31/98

There remain net unrealized gains of $1.66.
                 --

ALL IS NOT ROSES . . .
During the quarter, thirteen of your stocks declined by more than $5 million
apiece. Some of those stocks dipped because they were sold prior to the
market's strength that occurred later in the quarter. The good news is more
than twice that amount went up by more than $5 million.

Nordstrom dropped back after fears over lower same store sales for December
and January. Tandy backtracked because of Comp USA reporting disappointing
results. FIRSTPLUS Financial was hit by general concerns among the investment
community about "gain on sale" accounting, and the potential impact lower oil
prices would have on new business psychologically affected EVI Inc. and
McDermott International.

Bristol Meyers Squibb, Xilinx, SCI Systems, Veritas DGC, and Tech Data were
other backtrackers. It only took eight of your strong stocks to offset all
thirteen of your decliners.

Capital One Financial was your top gainer, leaping $32 million. Best Buy
increased $30 million, and Gap, fueled by stronger-than-expected same store
sales early this year, was your third best with a $20 million increase.

Other big gainers, between $11 million to $16 million each, were Carnival
Corp, Rite-Aid, and Sterling Software, all rising after beating street
earnings estimates last quarter, along with Safeway, Fred Meyer, Fiserv, B.F.
Goodrich, and Apple Computer.

Smaller gains, yet in excess of $8 million, were achieved by Staples, Maytag,
Federal Mogul, Steris Corp., and J.B. Hunt Transportation.

     BRANDYWINE FUND, INC.
     STATEMENT OF NET ASSETS
     March 31, 1998
     (Unaudited)
                                                            QUOTED
                                                            MARKET
     SHARES                                       COST      VALUE
     ------                                       ----      ------

LONG-TERM INVESTMENTS - 56.3% (A)<F3>
COMMON STOCKS - 55.8% (A)<F3>
            APPAREL & SHOES - 4.1%
    40,000  The Buckle, Inc.*<F2>            $1,368,351    $2,005,000
    25,000  Candie's Inc.*<F2>                  172,500       203,125
    45,000  Cutter & Buck Inc.*<F2>           1,179,688     1,164,375
 1,378,900  Fruit of the Loom, Inc.*<F2>     44,708,724    42,228,812
   846,200  Intimate Brands, Inc.            16,528,685    22,900,711
 1,491,800  Jones Apparel Group, Inc.*<F2>   81,319,154    82,142,983
   207,700  Kenneth Cole Productions, 
              Inc.*<F2>                       4,306,276     4,179,963
 1,171,800  Liz Claiborne, Inc.              57,091,793    58,443,525
   133,200  Payless ShoeSource, Inc.*<F2>     7,997,296    10,023,300
    67,500  Quiksilver, Inc.*<F2>             2,353,437     2,413,125
    25,000  Tarrant Apparel Group*<F2>          590,625       585,950
    77,000  Timberland Co.*<F2>               3,375,468     5,505,500
   919,800  Tommy Hilfiger Corporation*<F2>  53,846,541    55,245,947
   676,600  The Warnaco Group, Inc.          20,695,003    26,556,550
    35,000  The Wet Seal, Inc.*<F2>           1,321,250     1,323,455
                                            -----------   -----------
             .........                      296,854,791   314,922,321
THIS SECTOR IS 6.1% ABOVE YOUR FUND'S COST.

            AUTOMOTIVE & RELATED - 0.8%
    60,000  CSK Auto Corporation*<F2>         1,381,100     1,350,000
   108,000  Delco Remy International,
              Inc.*<F2>                       1,697,119     1,640,304
   714,900  Federal-Mogul Corp.              21,684,063    38,024,101
   248,600  SPX Corp.                        16,083,854    18,971,412
                                            -----------   -----------
                                             40,846,136    59,985,817
THIS SECTOR IS 46.9% ABOVE YOUR FUND'S COST.

            BUILDING & RELATED - 0.9%
   964,500  Centex Corporation               35,784,060    36,771,563
    62,000  Comfort Systems USA, Inc.*<F2>    1,113,136     1,340,750
   463,400  D.R. Horton, Inc.                10,381,323     9,847,250
    69,600  Integrated Electrical
              Services, Inc.*<F2>             1,156,070     1,383,300
   285,400  Lennar Corporation                8,848,767     9,828,605
    51,900  Pulte Corporation                 2,383,663     2,413,350
   228,000  Quanta Services, Inc.*<F2>        2,702,655     3,776,364
    99,000  Service Experts, Inc.*<F2>        2,742,140     3,112,362
                                            -----------   -----------
                                            65,111,814     68,473,544
THIS SECTOR IS 5.2% ABOVE YOUR FUND'S COST.

            COMMUNICATIONS - 3.1%
   175,000  Applied Signal Technology,
              Inc.*<F2>                      2,592,678      3,150,000
   623,100  General Cable Corporation       13,226,278     28,273,162
    45,000  Melita International
              Corporation*<F2>                 795,002        821,250
 1,463,000  Nokia Corp. "A" ADR            155,324,421    157,913,294
   705,500  SmarTalk Teleservices,
              Inc.*<F2>                     18,885,777     22,532,259
 1,200,200  Xylan Corporation*<F2>          28,146,843     29,254,875
                                           -----------   ------------
                                           218,970,999    241,944,840
THIS SECTOR IS 10.5% ABOVE YOUR FUND'S COST.

            COMPUTERS & RELATED - 5.4%
 5,624,700  Bay Networks, Inc.             156,141,907    152,569,988
 3,809,400  Computer Sciences Corp.*<F2>   206,416,120    209,517,000
   505,000  Diamond Multimedia
              Systems, Inc.*<F2>             7,186,635      7,511,875
   183,800  IMNET Systems, Inc.*<F2>         3,572,447      4,135,500
   149,000  MicroTouch Systems, Inc.*<F2>    2,479,125      2,868,250
    51,300  PC Connection, Inc.*<F2>         1,086,383      1,090,125
   755,600  Premiere Technologies, Inc.*<F2>18,214,010     26,162,650
   264,400  STB Systems, Inc.*<F2>           5,854,917      5,288,000
   173,100  Telxon Corporation               4,367,812      4,587,150
                                           ------------   -----------
                                           405,319,356    413,730,538
THIS SECTOR IS 2.1% ABOVE YOUR FUND'S COST.

            COMPUTER SYSTEMS - 1.6%
 4,616,700  Apple Computer, Inc.           116,087,461    126,959,250
THIS SECTOR IS 9.4% ABOVE YOUR FUND'S COST.

            DEPARTMENT STORES - 1.4%
   437,600  Ames Department Stores, Inc.*<F2>8,706,341      9,244,300
   651,250  Family Dollar Stores, Inc.       8,769,730     24,747,500
 1,169,200  Fred Meyer, Inc.*<F2>           26,076,919     54,003,010
   445,600  Proffitt's Inc.*<F2>             5,052,446     16,153,000
   229,800  Value City Dept
              Stores Inc.*<F2>               3,290,923      3,892,352
                                           -----------    -----------
                                            51,896,359    108,040,162
THIS SECTOR IS 108.2% ABOVE YOUR FUND'S COST.

            DISTRIBUTION - 0.7%
   344,400  CellStar Corporation*<F2>       11,103,670     11,020,800
   370,500  Central Garden & Pet Co.*<F2>    9,334,037     14,472,841
    18,700  Insight Enterprises, Inc.*<F2>     752,675        759,688
   800,100  Tech Data Corp.*<F2>            36,158,718     30,803,850
   200,000  U.S. Home & Garden Inc.*<F2>     1,452,012      1,362,600
                                           -----------    -----------
             .........                      58,801,112     58,419,779
THIS SECTOR IS 0.6% BELOW YOUR FUND'S COST.

            ELECTRONICS - 0.2%
   375,000  Aeroflex Incorporated*<F2>      5,297,310      4,968,750
   188,900  Kuhlman Corp.                   7,093,042      9,197,163
   150,000  Rayovac Corporation*<F2>        2,100,000      3,534,450
                                           -----------    -----------
                                           14,490,352     17,700,363
THIS SECTOR IS 22.2% ABOVE YOUR FUND'S COST.

      FABRIC/TEXTILES - 0.3%
    45,700  Interface, Inc.                 1,833,961      1,899,429
    97,700  Tefron Ltd.*<F2>                2,071,961      2,381,438
   398,000  Unifi, Inc.                    12,696,916     14,825,500
    50,000  WestPoint Stevens, Inc.*<F2>    1,349,690      1,431,250
                                           -----------    -----------
             .........                     17,952,528     20,537,617
THIS SECTOR IS 14.4% ABOVE YOUR FUND'S COST.

      FINANCIAL/BUSINESS SERVICES - 10.7%
   752,100  AccuStaff Incorporated*<F2>    25,093,497     25,947,450
   152,000  Advance Paradigm, Inc.*<F2>     4,510,835      6,023,000
    65,300  ADVO, Inc.                      1,804,684      1,803,912
   151,000  Allied Capital Corporation      3,832,367      4,180,888
   719,900  AmeriCredit Corp.*<F2>         13,146,446     19,797,250
   940,300  AMRESCO, Inc.                  25,856,337     30,794,825
   768,100  Avis Rent A Car, Inc.*<F2>     26,404,640     24,915,628
   438,800  BA Merchant Services Inc.*<F2>  6,608,014      7,953,250
 1,304,100  Capital One Financial Corp.    61,405,583    102,860,887
   291,100  CMAC Investment Corporation    19,157,396     19,430,925
    73,900  Consolidated Graphics, 
              Inc.*<F2>                     1,766,412      4,276,962
   804,000  Consolidated Capital
              Corporation*<F2>             16,080,000     20,200,500
   397,400  ContiFinancial Corporation*<F2>11,737,733     12,120,700
   161,000  Cotelligent Group, Inc.*<F2>    2,953,962      4,769,625
 1,770,600  Dime Bancorp, Inc.             52,723,596     53,229,548
   425,300  Dollar Thrifty Automotive
             Group, Inc.*<F2>               9,962,739      9,569,250
   517,200  Finova Group, Inc.             24,260,819     30,450,150
   581,100  First Union Corporation (N.C.) 28,338,846     32,977,425
   773,700  Fiserv, Inc.*<F2>              30,659,320     49,033,238
   115,000  Franchise Mortgage Acceptance
             Co. LLC*<F2>                   2,067,500      2,889,375
    35,000  Gilman & Ciocia, Inc.*<F2>        460,625        450,625
   352,400  Group Maintenance America
              Corp.*<F2>                    4,978,496      5,968,775
    85,000  Headlands Mortgage Company*<F2> 1,302,811      1,442,365
    95,800  Hooper Holmes, Inc.             1,265,088      2,047,725
   198,000  Leasing Solutions, Inc.*<F2>    4,624,444      5,556,474
    60,000  Medallion Financial Corp.*<F2>  1,636,250      1,627,500
    87,400  StaffMark, Inc.*<F2>            2,861,007      3,583,400
    75,000  SunSource Inc.                  2,118,750      2,198,475
   146,400  Volt Information Sciences,
              Inc.*<F2>                     8,005,803      8,161,800
   120,600  VWR Scientific Products Corp.   2,817,437      4,258,748
    60,700  Waddell & Reed Financial,
              Inc.*<F2>                     1,449,760      1,578,200
 7,584,000  WorldCom, Inc.*<F2>           331,335,127    326,589,792
                                          -----------    -----------
             .........                    731,226,324    826,688,667
THIS SECTOR IS 13.1% ABOVE YOUR FUND'S COST.

      FOOD/RESTAURANTS - 1.0%
 1,004,800  Apple South, Inc.              13,959,626     14,884,102
   122,700  Buffets, Inc.*<F2>              1,646,772      1,687,125
 1,170,620  CKE Restaurants, Inc.          28,333,689     43,020,285
   651,100  Food Lion, Inc. CL B            6,955,678      7,141,916
    25,000  O'Charleys Inc.*<F2>              493,750        531,250
       600  Ruby Tuesday, Inc.                 18,299         18,900
   343,800  ShowBiz Pizza Time, Inc.*<F2>   7,941,039     11,453,010
                                          -----------    -----------
             .........                     59,348,853     78,736,588
THIS SECTOR IS 32.7% ABOVE YOUR FUND'S COST.

      HEALTHCARE & RELATED - 1.4%
    75,000  Centennial HealthCare 
              Corp.*<F2>                    1,725,625      1,884,375
 1,484,200  Columbia/HCA Healthcare Corp.  46,881,325     47,865,450
   514,700  HEALTHSOUTH Corp.*<F2>         13,757,985     14,444,026
 1,020,700  Integrated Health Services,       
              Inc. ...                     39,567,223     40,126,779
   332,200  NovaCare, Inc.*<F2>             4,515,848      4,941,475
    88,900  PHP Healthcare Corp.*<F2>       1,485,191      1,466,850
                                          -----------    -----------
             .........                    107,933,197    110,728,955
THIS SECTOR IS 2.6% ABOVE YOUR FUND'S COST.

      HOME/OFFICE & RELATED - 1.4%
   100,000  Daisytek International
              Corporation*<F2>              2,450,000      2,437,500
   185,000  Furniture Brands
              International, Inc.*<F2>      4,655,890      5,954,780
   172,300  Knoll, Inc.*<F2>                6,135,190      6,644,405
   100,000  LADD Furniture, Inc.            2,251,562      2,400,000
   376,000  Mail-Well, Inc.*<F2>           13,794,740     14,241,000
   881,100  Maytag Corp.                   27,998,948     42,128,034
   272,400  Herman Miller, Inc.             6,035,826      9,133,845
   394,800  Mohawk Industries, Inc.*<F2>   10,147,158     12,436,200
    95,200  Steelcase Inc.                  2,864,647      3,474,800
   385,200  Windmere-Durable Holdings Inc. 10,716,434     10,015,200
                                          -----------    -----------
                                           87,050,395    108,865,764
THIS SECTOR IS 25.1% ABOVE YOUR FUND'S COST.

          INSURANCE - 0.6%
   415,000  Amerin Corporation*<F2>        11,441,056     12,501,875
   205,800  Century Business Services,
              Inc.*<F2>                     3,558,482      3,640,190
   441,100  Conseco, Inc.                  22,830,169     24,977,288
   142,000  Fidelity National
              Financial, Inc.               4,207,125      5,218,500
                                          -----------    -----------
                                           42,036,832     46,337,853
THIS SECTOR IS 10.2% ABOVE YOUR FUND'S COST.

            LEISURE & ENTERTAINMENT - 2.2%
   357,000  Action Performance Companies
              Inc.*<F2>                    13,009,720     12,562,116
    76,500  American Coin Merchandising,
              Inc.*<F2>                     1,367,438      1,530,000
   601,200  CapStar Hotel Company*<F2>     21,435,459     20,854,426
 1,156,900  Carnival Corporation           55,587,915     80,693,775
 1,128,800  Fairfield Communities, 
              Inc.*<F2>                    13,044,162     24,904,714
    62,400  Hospitality Worldwide
              Services*<F2>                   639,600        612,331
   107,000  Midway Games Inc.*<F2>          2,543,044      2,454,366
   116,000  Royal Caribbean Cruises Ltd.    5,858,637      8,127,308
   630,000  Servico, Inc.*<F2>.             9,144,000     13,308,750
    81,000  West Marine, Inc.*<F2>          2,335,470      2,359,125
                                          -----------    -----------
                                          124,965,445    167,406,911
THIS SECTOR IS 34.0% ABOVE YOUR FUND'S COST.

            MEDICAL/DENTAL PRODUCTS & SERVICES - 0.9%
   423,800  Cooper Companies, Inc.         13,475,761     17,985,224
   682,200  ESC Medical Systems Ltd.*<F2>  23,457,554     23,962,275
   227,000  Lifecore Biomedical, Inc.*<F2>  5,190,892      5,306,125
    13,300  Mentor Corporation                349,908        367,413
    85,000  Nutraceutical International
              Corp.*<F2>                    1,665,197      1,870,000
   130,000  Ocular Sciences, Inc.*<F2>      3,972,937      4,143,750
    41,400  Quest Diagnostics
              Incorporated*<F2>               679,685        696,058
   276,500  Twinlab Corporation*<F2>        8,652,344     11,198,250
   146,700  VISX, Inc.*<F2>                 4,227,156      3,667,500
                                          -----------    -----------
                                           61,671,434     69,196,595
THIS SECTOR IS 12.2% ABOVE YOUR FUND'S COST.

            NETWORKING - 2.8%
 1,868,800  3Com Corp.*<F2>                68,583,609     67,160,934
 3,894,200  Ascend Communications,
              Inc.*<F2>                   142,286,307    147,492,825
    50,000  Xircom, Inc.*<F2>                 712,500        690,650
                                          -----------    -----------
             ...................          211,582,416    215,344,409
THIS SECTOR IS 1.8% ABOVE YOUR FUND'S COST.

            OIL/GAS FIELD SERVICES - 1.8%
   578,100  Halliburton Company            30,258,083     29,013,683
   233,500  J. Ray McDermott, S.A.*<F2>     6,306,270      9,836,187
   344,600  McDermott International, Inc.  14,381,485     14,236,460
 1,609,500  Noble Drilling Corporation*<F2>51,079,664     49,191,149
   661,000  Transocean Offshore Inc.       35,562,518     34,000,518
                                           -----------    -----------
                                          137,588,020    136,277,997
THIS SECTOR IS 1.0% BELOW YOUR FUND'S COST.

      PHARMACEUTICALS - 0.4%
   102,300  IMPATH, Inc.*<F2>               3,476,381      3,912,975
    97,100  Kendle International Inc.*<F2>  1,447,354      2,257,575
   442,000  Medicis Pharmaceutical
              Corp.*<F2>                   18,759,100     19,282,250
   125,000  SangStat Medical 
             Corporation*<F2>               3,812,500      3,984,375
                                          -----------    -----------
                                           27,495,335     29,437,175
THIS SECTOR IS 7.1% ABOVE YOUR FUND'S COST.

      REAL ESTATE OPERATIONS - 0.1%
   458,000  Bluegreen Corporation           3,645,366      3,835,750
    40,000  Trammell Crow Company*<F2>        918,700      1,140,000
                                          -----------    -----------
             .........                      4,564,066      4,975,750
THIS SECTOR IS 9.0% ABOVE YOUR FUND'S COST.

      SEMICONDUCTOR & RELATED - 1.4%
   449,000  3Dlabs Inc., Ltd.*<F2>         10,667,454     10,944,375
   838,400  Altera Corporation*<F2>        35,185,942     31,649,600
   130,000  ATMI Inc.*<F2>                  3,856,429      3,932,500
   368,000  Cree Research, Inc.*<F2>        6,729,588      6,118,000
   442,200  DSP Communications, Inc.*<F2>   7,061,684      7,545,259
    50,000  Flextronics International
              Ltd.*<F2>                     1,968,750      2,159,400
   274,400  Integrated Device Technology,
              Inc.*<F2>                     3,984,130      3,858,887
   230,000  SanDisk Corporation*<F2>        5,768,184      5,721,250
   248,800  Semtech Corp.*<F2>              6,821,158      6,344,400
   825,400  Xilinx, Inc.*<F2>              37,003,711     30,901,325
                                          -----------    -----------
             .........                    119,047,030    109,174,996
THIS SECTOR IS 8.3% BELOW YOUR FUND'S COST.

      SOFTWARE - 3.5%
   568,500  Acclaim Entertainment, 
              Inc.*<F2>                     3,807,194      3,766,312
    35,000  Applied Voice Technology,
              Inc.*<F2>                     1,293,850      1,365,000
    75,000  Ardent Software, Inc.*<F2>        881,955      1,087,500
    88,700  Avant! Corporation*<F2>         1,782,142      1,851,612
   213,500  AXENT Technologies, Inc.*<F2>   6,282,506      6,511,750
   330,000  Boole & Babbage, Inc.*<F2>      7,782,500      8,085,000
   464,500  Citrix Systems, Inc.*<F2>      19,544,554     25,170,326
   120,900  Cognos Inc.*<F2>                3,287,163      3,407,929
   900,000  Computer Associates
              International, Inc.          50,462,845     51,975,000
   127,300  DataWorks Corporation*<F2>      2,920,713      3,357,538
   658,100  Electronic Arts Inc.*<F2>      17,504,659     30,889,898
   173,000  The Learning Company, Inc.*<F2> 3,859,821      4,000,625
   421,600  Mercury Interactive
              Corporation*<F2>              9,493,140     15,388,400
   175,000  Omtool, Ltd.*<F2>               1,999,063      2,450,000
   234,500  Peerless Systems Corp.*<F2>     4,224,954      4,221,000
   318,000  Platinum Software
              Corporation*<F2>              5,591,140      7,393,500
   107,900  QuadraMed Corporation*<F2>      1,782,580      3,601,163
   250,000  Software AG Systems, Inc.*<F2>  2,500,000      6,625,000
   692,500  Sterling Software, Inc.*<F2>   21,728,736     39,126,250
   476,000  Structural Dynamics
              Research Corp.*<F2>          11,682,426     11,840,500
 1,455,300  Symantec Corp.*<F2>            25,643,287     39,202,871
                                          -----------    -----------
             .........                    204,055,228    271,317,174
THIS SECTOR IS 33.0% ABOVE YOUR FUND'S COST.

            SPECIALTY RETAILING - 5.3%
   100,000  American Eagle Outfitters,
              Inc.*<F2>                     4,100,000      4,400,000
   769,200  Borders Group, Inc.*<F2>       13,673,533     26,201,260
   225,000  Brylane, Inc.*<F2>             10,350,000     12,614,175
   436,700  Casey's General Stores, Inc.    6,831,224      6,987,200
   757,800  Claire's Stores, Inc.          15,607,340     17,382,416
   240,000  Cost Plus, Inc. -
              California*<F2>               7,374,421      7,627,440
   472,900  Dress Barn, Inc.*<F2>           6,551,235     13,595,875
   144,000  Eagle Hardware & Garden,
              Inc.*<F2>                     2,509,718      2,538,000
    11,800  French Fragrances Inc.*<F2>       167,817        200,600
   402,500  Hollywood Entertainment 
              Corp.*<F2>                    5,173,494      5,635,000
   235,000  Let's Talk Cellular &
              Wireless, Inc.*<F2>           3,046,704      4,200,625
   701,600  Pier 1 Imports, Inc.           13,661,337     19,030,900
 2,788,800  Rite Aid Corp.                 64,166,904     95,516,400
 2,929,200  Safeway Inc.*<F2>              87,612,002    108,198,790
   148,000  Stage Stores, Inc.*<F2>         2,815,758      7,640,500
 3,030,300  Staples, Inc.*<F2>             45,896,723     70,266,596
   554,700  Sunglass Hut
              International, Inc.*<F2>      5,159,196      5,824,350
                                          -----------    -----------
             .........                    294,697,406    407,860,127
THIS SECTOR IS 38.4% ABOVE YOUR FUND'S COST.

      TRANSPORTATION & RELATED - 2.7%
   539,200  ASA Holdings, Inc.             21,017,999     19,849,570
   117,500  Atlantic Coast Airlines
              Inc.*<F2>                     1,865,574      5,640,000
   172,800  Coach USA, Inc.*<F2>            7,668,512      7,516,800
 1,221,500  Continental Airlines, Inc.
              Cl B*<F2>                    72,183,141     71,840,079
   330,000  Covenant Transport, Inc.*<F2>   5,238,750      7,228,980
   704,400  J.B. Hunt Transport
              Services, Inc.               11,722,664     20,031,727
 1,205,700  Kansas City Southern
              Industries, Inc.             52,572,849     53,050,800
   375,000  Mesa Air Group, Inc.*<F2>       3,263,747      3,445,500
   549,000  MotivePower Industries,
              Inc.                          7,839,750     15,166,125
    47,700  M.S. Carriers, Inc.*<F2>        1,178,938      1,615,838
                                          -----------    -----------
                                          184,551,924    205,385,419
THIS SECTOR IS 11.3% ABOVE YOUR FUND'S COST.

      MISCELLANEOUS - 1.1%
   462,750  AAR Corp.                      11,490,189     12,609,937
 1,133,200  The B.F. Goodrich Company      47,176,744     57,864,592
   166,400  Carpenter Technology Corp.      8,197,563      8,985,600
   175,100  Dycom Industries, Inc.*<F2>     3,419,973      4,913,831
   126,200  ITEQ, Inc.*<F2>                 1,580,914      1,798,350
                                          -----------    -----------
                                           71,865,383     86,172,310
THIS SECTOR IS 19.9% ABOVE YOUR FUND'S COST.

            Total common stocks         3,756,010,196  4,304,620,921

REITS - 0.5% (A)<F3>
   636,300  Brandywine Realty Trust        15,179,070     15,152,212
   271,100  Glenborough Realty Trust,
              Inc. ...                      6,849,584      7,895,788
   322,900  JDN Realty Corporation         10,740,372     11,039,305
                                           -----------    -----------
             .........                     32,769,026     34,087,305
THIS SECTOR IS 4.0% ABOVE YOUR FUND'S COST.

WARRANTS - 0.0% (A)<F3>
        43  Sound Advice, Inc.*<F2>
             Warrant, 06/14/99                      0              0
                                        -------------  -------------
            Total long-term investments 3,788,779,222  4,338,708,226

Principal Amount
- ----------------
SHORT-TERM INVESTMENTS - 47.8% (A)<F3>
            COMMERCIAL PAPER - 47.8%
$25,000,000 American Express Credit Corp.,
              discount of 5.58%;
              due 04/01/98                 25,000,000     25,000,000
25,000,000  Baker Hughes Inc.,
              discount of 6.00%;
              due 04/01/98                 25,000,000     25,000,000
25,000,000  Cargill Financial Markets,
              discount of 6.05%;
              due 04/01/98                 25,000,000     25,000,000
25,000,000  General Electric Co.,
              discount of 6.00%;
              due 04/01/98                 25,000,000     25,000,000
25,000,000  The Goldman Sachs Group, LP,
              discount of 6.00%;
              due 04/01/98                 25,000,000     25,000,000
25,000,000  John Hancock Capital Corp.,
              discount of 6.05%;
              due 04/01/98                 25,000,000     25,000,000
25,000,000  MCI Communications Corp. BE,
              discount of 6.05%;
              due 04/01/98                 25,000,000     25,000,000
25,000,000  New England Ed Mktg Corp.,
              discount of 6.00%;
              due 04/01/98                 25,000,000     25,000,000
25,000,000  New Center Asset Trust,
              discount of 6.05%;
              due 04/01/98                 25,000,000     25,000,000
$25,000,000 American Express Credit Corp.,
              discount of 5.57%;
              due 04/02/98                 24,996,132     24,996,132
50,000,000  HFC Domestic,
              discount of 5.58%;
              due 04/02/98                 49,992,250     49,992,250
25,000,000  Salomon Smith Barney,
              discount of 5.55%;
              due 04/02/98                 24,996,146     24,996,146
25,000,000  Texaco Inc.,
              discount of 5.54%;
              due 04/02/98                 24,996,153     24,996,153
25,000,000  American General Finance Corp.,
              discount of 5.53%;
              due 04/03/98                 24,992,319     24,992,319
25,000,000  Ford Credit Europe PLC,
              discount of 5.55%;
              due 04/03/98                 24,992,292     24,992,292
25,000,000  Ford Credit Europe PLC,
              discount of 5.54%;
              due 04/03/98                 24,992,306     24,992,306
25,000,000  General Electric Capital Corp.,
              discount of 5.57%;
              due 04/03/98                 24,992,264     24,992,264
25,000,000  General Motors Acceptance Corp.,
              discount of 5.56%;
              due 04/03/98                 24,992,278     24,992,278
25,000,000  The Goldman Sachs Group, LP,
              discount of 5.58%;
              due 04/03/98                 24,992,250     24,992,250
21,000,000  Merrill Lynch,
              discount of 5.55%;
              due 04/03/98                 20,993,525     20,993,525
25,000,000  New Center Asset Trust,
              discount of 5.59%;
              due 04/03/98                 24,992,236     24,992,236
50,000,000  Sears Roebuck Acceptance Corp.,
              discount of 5.55%;
              due 04/03/98                 49,984,583     49,984,583
25,000,000  Salomon Smith Barney,
              discount of 5.56%;
              due 04/03/98                 24,992,278     24,992,278
25,000,000  American General Finance Corp.,
              discount of 5.54%;
              due 04/06/98                 24,980,764     24,980,764
50,000,000  Bell Atlantic Network Funding,
              discount of 5.55%;
              due 04/06/98                 49,961,458     49,961,458
50,000,000  Chrysler Financial,
              discount of 5.55%;
              due 04/06/98                 49,961,458     49,961,458
25,000,000  Commercial Credit Company,
              discount of 5.54%;
              due 04/06/98                 24,980,764     24,980,764
25,000,000  Ford Credit Europe PLC,
              discount of 5.54%;
              due 04/06/98                 24,980,764     24,980,764
25,000,000  GTE Funding Inc.,
              discount of 5.55%;
              due 04/06/98                 24,980,729     24,980,729
50,000,000  HFC Domestic,
              discount of 5.56%;
              due 04/06/98                 49,961,389     49,961,389
50,000,000  Texaco Inc.,
              discount of 5.54%;
              due 04/06/98                 49,961,528     49,961,528
25,000,000  American General Corp.,
              discount of 5.55%;
              due 04/07/98                 24,976,875     24,976,875
25,000,000  Chrysler Financial,
              discount of 5.56%;
              due 04/07/98                 24,976,833     24,976,833
50,000,000  First Data Corp.,
              discount of 5.54%;
              due 04/07/98                 49,953,833     49,953,833
25,000,000  Georgia Power Co.,
              discount of 5.53%;
              due 04/07/98                 24,976,958     24,976,958
$25,000,000 General Electric Capital Corp.,
              discount of 5.57%;
              due 04/07/98                 24,976,792     24,976,792
25,000,000  General Motors Acceptance Corp.,
              discount of 5.54%;
              due 04/07/98                 24,976,917     24,976,917
50,000,000  IBM Credit Corp.,
              discount of 5.53%;
              due 04/07/98                 49,953,917     49,953,917
46,000,000  Merrill Lynch,
              discount of 5.55%;
              due 04/07/98                 45,957,450     45,957,450
25,000,000  Salomon Smith Barney,
              discount of 5.56%;
              due 04/07/98                 24,976,833     24,976,833
25,000,000  American General Corp.,
              discount of 5.54%;
              due 04/08/98                 24,973,069     24,973,069
25,000,000  Associates First Capital Corp.,
              discount of 5.54%;
              due 04/08/98                 24,973,069     24,973,069
25,000,000  Bell Atlantic Financial Services,
              discount of 5.53%;
              due 04/08/98                 24,973,118     24,973,118
50,000,000  Beneficial Corporation,
              discount of 5.55%;
              due 04/08/98                 49,946,042     49,946,042
25,000,000  Budget Funding Corp.,
              discount of 5.55%;
              due 04/08/98                 24,973,021     24,973,021
25,000,000  General Motors Acceptance Corp.,
              discount of 5.54%;
              due 04/08/98                 24,973,069     24,973,069
25,000,000  JC Penney Funding,
              discount of 5.54%;
              due 04/08/98                 24,973,069     24,973,069
25,000,000  Morgan Stanley Dean Witter Discover,
              discount of 5.55%;
              due 04/08/98                 24,973,021     24,973,021
25,000,000  Sears Reobuck Acceptance Corp.,
              discount of 5.55%;
              due 04/08/98                 24,973,021     24,973,021
25,000,000  Salomon Smith Barney,
              discount of 5.55%;
              due 04/08/98                 24,973,021     24,973,021
25,000,000  Texaco Inc.,
              discount of 5.54%;
              due 04/08/98                 24,973,069     24,973,069
50,000,000  Beneficial Corporation,
              discount of 5.53%;
              due 04/09/98                 49,938,556     49,938,556
25,000,000  Budget Funding Corp.,
              discount of 5.55%;
              due 04/09/98                 24,969,167     24,969,167
25,000,000  GE Financial Assurance,
             discount of 5.55%;
              due 04/09/98                 24,969,167     24,969,167
25,000,000  General Motors Acceptance Corp.,
             discount of 5.54%;
              due 04/09/98                 24,969,222     24,969,222
25,000,000  GTE Funding Inc.,
             discount of 5.55%;
              due 04/09/98                 24,969,167     24,969,167
25,000,000  GTE Funding Inc.,
             discount of 5.54%;
              due 04/09/98                 24,969,222     24,969,222
25,000,000  John Hancock Capital Corp.,
              discount of 5.54%;
              due 04/09/98                 24,969,222     24,969,222
25,000,000  JC Penney Funding,
              discount of 5.54%;
              due 04/09/98                 24,969,222     24,969,222
25,000,000  Morgan Stanley Dean Witter Discover,
              discount of 5.55%;
              due 04/09/98                 24,969,167     24,969,167
25,000,000  Texaco Inc.,
              discount of 5.53%;
              due 04/09/98                 24,969,278     24,969,278
$25,000,000 Associates First Capital Corp.,
              discount of 5.55%;
              due 04/13/98                 24,953,750     24,953,750
50,000,000  Bell Atlantic Financial Services,
              discount of 5.55%;
              due 04/13/98                 49,907,500     49,907,500
20,000,000  Chevron Transport Company,
              discount of 5.53%;
              due 04/13/98                 19,963,133     19,963,133
50,000,000  General Motors Acceptance Corp.,
              discount of 5.53%;
              due 04/13/98                 49,907,833     49,907,833
50,000,000  HFC Domestic,
              discount of 5.53%;
              due 04/13/98                 49,907,833     49,907,833
25,000,000  IBM Credit Corp.,
              discount of 5.53%;
              due 04/13/98                 24,953,917     24,953,917
25,000,000  JC Penney Funding,
              discount of 5.54%;
              due 04/13/98                 24,953,833     24,953,833
25,000,000  Salomon Smith Barney,
              discount of 5.53%;
              due 04/13/98                 24,953,917     24,953,917
25,000,000  Texaco Inc.,
              discount of 5.52%;
              due 04/13/98                 24,954,000     24,954,000
25,000,000  Aetna Services Inc.,
              discount of 5.62%;
              due 04/14/98                 24,949,264     24,949,264
25,000,000  American General Financial Services,
              discount of 5.52%;
              due 04/14/98                 24,950,167     24,950,167
25,000,000  Beneficial Corporation,
              discount of 5.52%;
              due 04/14/98                 24,950,167     24,950,167
25,000,000  Commercial Credit Company,
              discount of 5.53%;
              due 04/14/98                 24,950,076     24,950,076
25,000,000  First Data Corp.,
              discount of 5.57%;
              due 04/14/98                 24,949,715     24,949,715
25,000,000  IBM Credit Corp.,
              discount of 5.53%;
              due 04/14/98                 24,950,076     24,950,076
25,000,000  JC Penney Funding,
              discount of 5.54%;
              due 04/14/98                 24,949,986     24,949,986
50,000,000  Sears Roebuck Acceptance Corp.,
              discount of 5.55%;
              due 04/14/98                 49,899,792     49,899,792
20,000,000  Transamerica Financial,
              discount of 5.53%;
              due 04/14/98                 19,960,061     19,960,061
25,000,000  American Express Credit Corp.,
              discount of 5.52%;
              due 04/15/98                 24,946,333     24,946,333
50,000,000  Banc One Funding Corp.,
              discount of 5.53%;
              due 04/15/98                 49,892,472     49,892,472
25,000,000  Chrysler Financial,
              discount of 5.53%;
              due 04/15/98                 24,946,236     24,946,236
50,000,000  Merrill Lynch,
              discount of 5.55%;
              due 04/15/98                 49,892,083     49,892,083
25,000,000  PHH Corp.,
              discount of 5.53%;
              due 04/15/98                 24,946,236     24,946,236
25,000,000  Transamerica Financial,
              discount of 5.52%;
              due 04/15/98                 24,946,333     24,946,333
25,000,000  Aetna Services Inc.,
              discount of 5.62%;
              due 04/16/98                 24,941,458     24,941,458
25,000,000  Beneficial Corporation,
              discount of 5.53%;
              due 04/16/98                 24,942,396     24,942,396
$10,000,000 Chevron Transport Company,
              discount of 5.53%;
              due 04/16/98                  9,976,958      9,976,958
25,000,000  Ford Credit,
              discount of 5.53%;
              due 04/16/98                 24,942,396     24,942,396
50,000,000  Ford Motor Credit Co of Puerto Rico,
              discount of 5.53%;
              due 04/16/98                 49,884,792     49,884,792
48,000,000  GE Financial Assurance,
              discount of 5.55%;
              due 04/16/98                 47,889,000     47,889,000
25,000,000  Great Lakes Chemical,
              discount of 5.54%;
              due 04/16/98                 24,942,292     24,942,292
50,000,000  Lehman Brothers Holdings,
              discount of 5.58%;
              due 04/16/98                 49,883,750     49,883,750
50,000,000  Chrysler Financial,
              discount of 5.55%;
              due 04/17/98                 49,876,667     49,876,667
25,000,000  Ford Credit Europe PLC,
              discount of 5.53%;
              due 04/17/98                 24,938,556     24,938,556
25,000,000  Great Lakes Chemical,
              discount of 5.55%;
              due 04/17/98                 24,938,333     24,938,333
25,000,000  Lucent Technologies Inc.,
              discount of 5.57%;
              due 04/17/98                 24,938,111     24,938,111
50,000,000  New York Life Capital Corp.,
              discount of 5.52%;
              due 04/17/98                 49,877,333     49,877,333
25,000,000  Sears Roebuck Acceptance Corp.,
              discount of 5.54%;
              due 04/17/98                 24,938,444     24,938,444
25,000,000  Salomon Smith Barney,
              discount of 5.56%;
              due 04/17/98                 24,938,222     24,938,222
25,000,000  The Allstate Corp.,
              discount of 5.52%;
              due 04/20/98                 24,927,167     24,927,167
50,000,000  Ford Credit,
              discount of 5.53%;
              due 04/20/98                 49,854,069     49,854,069
50,000,000  JC Penney Funding,
              discount of 5.55%;
              due 04/20/98                 49,853,542     49,853,542
50,000,000  Prudential Funding Corp.,
              discount of 5.53%;
              due 04/20/98                 49,854,069     49,854,069
25,000,000  Sears Roebuck Acceptance Corp.,
              discount of 5.55%;
              due 04/20/98                 24,926,771     24,926,771
25,000,000  Florida Power & Light Group Capital,
              discount of 5.53%;
              due 04/21/98                 24,923,194     24,923,194
25,000,000  JC Penney Funding,
              discount of 5.54%;
              due 04/21/98                 24,923,056     24,923,056
25,000,000  MCI Communications Corp. BE,
              discount of 5.55%;
              due 04/21/98                 24,922,917     24,922,917
25,000,000  Sears Roebuck Acceptance Corp.,
              discount of 5.54%;
              due 04/21/98                 24,923,056     24,923,056
25,000,000  Salomon Smith Barney,
              discount of 5.54%;
              due 04/21/98                 24,923,056     24,923,056
25,000,000  Associates First Capital Corp.,
              discount of 5.55%;
              due 04/22/98                 24,919,063     24,919,063
$25,000,000 CIT Group,
              discount of 5.53%;
              due 04/22/98                 24,919,354     24,919,354
25,000,000  GTE Funding Inc.,
              discount of 5.57%;
              due 04/22/98                 24,918,771     24,918,771
25,000,000  MCI Communications Corp. BE,
              discount of 5.55%;
              due 04/22/98                 24,919,063     24,919,063
50,000,000  Associates First Capital Corp.,
              discount of 5.55%;
              due 04/23/98                 49,830,417     49,830,417
20,000,000  Commercial Credit Company,
              discount of 5.55%;
              due 04/23/98                 19,932,167     19,932,167
25,000,000  Eastman Kodak Company,
              discount of 5.52%;
              due 04/23/98                 24,915,667     24,915,667
50,000,000  General Motors Corp.,
              discount of 5.58%;
              due 04/24/98                 49,821,750     49,821,750
25,000,000  GTE Funding Inc.,
              discount of 5.57%;
              due 04/24/98                 24,911,035     24,911,035
50,000,000  CIT Group,
              discount of 5.54%;
              due 04/27/98                 49,799,944     49,799,944
25,000,000  CIT Group,
              discount of 5.54%;
              due 04/28/98                 24,896,125     24,896,125
10,000,000  Chevron Transport Company,
              discount of 5.54%;
              due 05/01/98                  9,953,833      9,953,833
                                        -------------  -------------
            Total commercial paper      3,688,881,760  3,688,881,760

            VARIABLE RATE DEMAND NOTES - 0.0%
 1,474,878  General Mills, Inc.             1,474,878      1,474,878
                                        -------------  -------------
            Total short-term
              investments               3,690,356,638  3,690,356,638
                                        -------------  -------------
            Total investments          $7,479,135,860  8,029,064,864
                                        -------------
                                        -------------
            Liabilities, less cash and
            receivables (4.1%) (A)<F3>                  (314,093,288)
                                                      --------------

             NET ASSETS                               $7,714,971,576
                                                      --------------
                                                      --------------

            Net Asset Value Per Share
            ($0.01 par value 500,000,000
            shares authorized), offering
            and redemption price
            ($7,714,971,576 /242,862,229
            shares outstanding)                               $31.77
                                                              ------
                                                              ------

  *<F2>Non-income producing security.
  (a)<F3>Percentages for the various classifications relate to net assets.

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

                             BRANDYWINE FUND, INC.
                            STATEMENT OF OPERATIONS
                      For the Period Ended March 31, 1998
                                  (Unaudited)
INCOME:
    Dividends................................$    12,684,686
    Interest......................................88,670,400
                                             ---------------
       Total income..............................101,355,086
                                             ---------------

EXPENSES:
    Management fees...............................42,832,650
    Printing and postage expense.....................408,690
    Transfer agent fees..............................407,732
    Custodian fees....................................341,91
    Registration fees................................292,929
    Administrative services..........................216,500
    Professional fees.................................27,559
    Other expenses....................................68,180
       Total expenses.............................44,596,150
                                             ---------------
NET INVESTMENT INCOME   ..........................56,758,936
                                             ---------------
NET REALIZED GAIN ON INVESTMENTS   ..............420,796,576
NET DECREASE IN UNREALIZED APPRECIATION
  ON INVESTMENTS   ..........................(1,630,365,844)
                                             ---------------
NET LOSS ON INVESTMENTS   ...................(1,209,569,268)
                                             ---------------
NET DECREASE IN NET ASSETS RESULTING FROM
  OPERATIONS  ..............................($1,152,810,332)
                                             ---------------
                                             ---------------


                      STATEMENTS OF CHANGES IN NET ASSETS
                For the Period Ended March 31, 1998 (Unaudited)
                   and For the Year Ended September 30, 1997

                                                  1998           1997
                                                  ----           ----
Operations:
    Net investment income (loss)..........$    56,758,936    $ (20,584,042)
    Net realized gain on investments..........420,796,576     1,613,667,150
    Net (decrease) increase in unrealized
      appreciation on investments.........(1,630,365,844)       981,427,330
       ...................................---------------   ---------------
       Net (decrease) increase in net
         assets resulting from operations.(1,152,810,332)     2,574,510,438
       ...................................---------------   ---------------
DISTRIBUTIONS TO SHAREHOLDERS:
    Distributions from net realized
      gains ($7.0234273 and $1.347376
      per share, respectively)............(1,544,738,562)    (250,675,102)*<F4>
       ...................................---------------   ---------------
FUND SHARE ACTIVITIES:
    Proceeds from shares issued
      (37,085,349 and 57,592,561 shares,
      respectively).........................1,237,540,299     2,068,244,776
    Net asset value of shares issued
      in distributions (45,515,656 and
      7,103,901 shares, respectively).......1,441,480,822       233,833,825
    Cost of shares redeemed (56,836,222
      and 31,524,981 shares, respectively)(1,799,224,727)   (1,131,490,538)
       ...................................---------------   ---------------
       Net increase in net assets derived
         from Fund share activities...........879,796,394     1,170,588,063
       ...................................---------------   ---------------
       TOTAL (DECREASE) INCREASE   ....... (1,817,752,500)    3,494,423,399

NET ASSETS AT THE BEGINNING OF THE PERIOD   9,532,724,076     6,038,300,677
       ...................................---------------   ---------------
NET ASSETS AT THE END OF THE PERIOD
  (INCLUDES UNDISTRIBUTED NET
  INVESTMENT INCOME OF $56,758,936
  AND 0, RESPECTIVELY) ...................$ 7,714,971,576   $ 9,532,724,076
       ...................................---------------   ---------------
       ...................................---------------   ---------------

*<F4>Total distribution includes $65,792,910 of ordinary income, of which 37% 
is eligible for the corporate dividends received deduction.

  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>
                                      For the period
                                      ended March 31,
                                            1998                Years Ended September 30,
                                          Unaudited       1997       1996       1995        1994         1993
                                          ---------       ----       ----       ----        ----         ----
<S>                                            <C>          <C>       <C>        <C>         <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year          $43.91      $32.83       $33.92    $24.77       $28.04      $19.36
Income from investment operations:
Net investment (loss) income                  0.26        (0.07)(1)   (0.08)(1)(0.10)         0.03      (0.02)
                                                                <F5>       <F5>
Net realized and unrealized gains
  (losses) on investments                   (5.38)       12.50         2.83     10.70       (0.43)        9.25
Total from investment operations            (5.12)       12.43         2.75     10.60       (0.40)        9.23
Less distributions
    Dividends from net investment
      income                                    --          --           --        --           --      (0.01)
    Distributions from net realized
      gains                                 (7.02)      (1.35)       (3.84)    (1.45)          (2.87)   (0.54)
Total from distributions                    (7.02)      (1.35)       (3.84)    (1.45)          (2.87)   (0.55)
Net asset value, end of year                $31.77      $43.91       $32.83    $33.92          $24.77   $28.04
Total Investment Return                    (11.6%)       39.3%        10.0%     45.5%          (1.4%)    48.6%
Ratios/Supplemental Data:
Net assets, end of year
  (in 000's $)                           7,714,972   9,532,724    6,038,301  4,137,484   2,240,554   1,413,253
Ratio of expenses to average
  net assets                                1.04%+<F7>   1.04%        1.06%     1.07%        1.09%       1.08%
Ratio of net investment (loss) income
    to average net assets                    1.3%+<F7>   (0.3%)       (0.4%)    (0.4%)         0.1%      (0.1%)
Portfolio turnover rate                    241.0%+<F7>  192.4%       202.8%    193.7%       190.2%      150.4%
Average commission rate paid*<F6>         $0.0570      $0.0595      $0.0599
</TABLE>

<TABLE>

                                             1992         1991         1990           1989          1988
                                             ----         ----         ----           ----          ----
 <S>                                            <C>        <C>          <C>           <C>            <C>

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year          $20.52      $15.79       $17.87          $12.89       $17.00
Income from investment operations:
Net investment (loss) income                  0.04        0.27         0.11          0.03         0.06
Net realized and unrealized gains
  (losses) on investments                     1.04        5.74       (1.48)          4.99         (3.29)
Total from investment operations              1.08        6.01       (1.37)          5.02         (3.23)
Less distributions:
  Dividends from net investment income       (0.13)      (0.28)       (0.03)          (0.04)          --
  Distributions from net realized gains      (2.11)      (1.00)       (0.68)             --         (0.88)
Total from distributions                     (2.24)      (1.28)       (0.71)          (0.04)        (0.88)
Net asset value, end of year                $19.36      $20.52       $15.79          $17.87       $12.89
Total Investment Return                       5.9%       41.4%       (7.9%)          39.0%        (17.6%)
Ratios/Supplemental Data:
Net assets, end of year (in 000's $)       695,128     527,808      271,856          169,745      122,863
Ratio of expenses to average net assets      1.10%       1.09%        1.12%          1.13%        1.16%
Ratio of net investment (loss) income
  to average net assets                       0.2%        1.5%         0.9%          0.2%         0.3%
Portfolio turnover rate                     188.9%      187.9%       157.7%         91.0%       107.4%

  (1)<F5> Net investment loss per share is calculated using ending balances prior to
consideration of adjustments for book and tax differences.
 *<F6>Disclosure required for fiscal years beginning after September 1, 1995.
  +<F7>Annualized
  </TABLE>
  
  The accompanying notes to financial statements are an integral part of this
                                   statement.

                             BRANDYWINE FUND, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1998
                                  (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. The investment objective of the Fund is to produce long-term capital
  appreciation principally through investing in common stocks.
   (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 computed 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 net investment company taxable income and net
     capital gains 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.
  (g) The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the financial
  statements and the reported amounts of revenues and expenses during the
  reporting period. Actual results could differ from these estimates.

(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, 1998, purchases and proceeds of sales of
  investment securities (excluding short-term investments) were $6,701,345,310
  and $10,422,736,629 respectively.

(5)  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
  As of March 31, 1998, liabilities of the Fund included the following:

  Payable to brokers for
    investments purchased .....                $313,333,388
  Payable to Adviser for management fees          6,721,669
  Other liabilities ...........                     720,809

(6) SOURCES OF NET ASSETS
  As of March 31, 1998, the sources of net assets were as follows:
  Fund shares issued and outstanding         $6,697,403,897
  Net unrealized appreciation
    on investments                             549,929,004
  Undistributed net realized gains
    and losses ...............                 410,879,739
  Undistributed net investment
    income ...................                  56,758,936
   ...........................              --------------
   ...........................              $7,714,971,576
   ...........................              --------------
   ...........................              --------------

  Aggregate net unrealized appreciation as of March 31, 1998 consisted of the
  following:

  Aggregate gross
    unrealized appreciation ..               $598,651,864
  Aggregate gross unrealized
    depreciation .............               (48,722,860)
   ...........................             --------------
  Net unrealized appreciation                $549,929,004
   ...........................             --------------
   ...........................             --------------
MARKET CAP . . .
 As you purchased more companies and decreased your cash position this quarter,
you saw each market cap group increase. The most notable change coming in your
large cap, above $5 billion stocks which grew from just 14.4 percent in December
to 23.9 percent currently. Ascend Communications is new to your portfolio adding
a near $5 million gain. You saw another $3 million from your new position in
Computer Sciences. Nokia Corp. added more than $2 million, and Computer
Associates was bought, rising $1.5 million.

 Apple Computer and its handsome $10.8 million unrealized profit was added to
your midcap companies, those between $1 and $5 billion market cap, helping grow
this group to 22.1 percent from 20.7 percent last quarter. Apparel companies Liz
Claiborne and Tommy Hilfiger find themselves once again in your portfolio, and
each is already up over $1 million.

 Your small cap holdings inched up from 9.4 percent to 10.3 percent during the
quarter.


YOUR COMPANIES' MARKET CAPITALIZATION
LARGE CAP      23.9%
MID CAP        22.1%
SMALL CAP      10.3%
CASH           43.7%

                               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  P.O. Box 4166, Greenville, DE 19807  [email protected]
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; 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. Past performance is not indicative of
future performance. Investment return and principal value of an investment
may fluctuate so that an investor's shares, when redeemed, may be worth more
or less than their original cost.

Report editor: Rebecca A. Buswell  Report Staff: Margaret Barton, Adam 
Rieger, Paul R. Robinson, Jennifer Weldon



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