Report of Independent Accountants
To the Board of Directors and Shareholders
of Brandywine Fund, Inc.
In planning and performing our audit of the financial
statements of Brandywine Fund, Inc.
(the "Fund") for the year ended September 30, 2000, we
considered its internal control, including
control activities for safeguarding securities, in order
to determine our auditing procedures for
the purpose of expressing our opinion on the financial
statements and to comply with the
requirements of Form N-SAR, not to provide assurance on
internal control.
The management of the Fund is responsible for
establishing and maintaining internal control. In
fulfilling this responsibility, estimates and judgments
by management are required to assess the
expected benefits and related costs of controls.
Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are
fairly presented in conformity with generally accepted
accounting principles. Those controls
include the safeguarding of assets against unauthorized
acquisition, use or disposition.
Because of inherent limitations in internal control,
errors or fraud may occur and not be detected.
Also, projection of any evaluation of internal control
to future periods is subject to the risk that
controls may become inadequate because of changes in
conditions or that the effectiveness of
their design and operation may deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal control
that might be material weaknesses under standards
established by the American Institute of
Certified Public Accountants. A material weakness is a
condition in which the design or operation of one or more
of the internal control
components does not reduce to a relatively low
level the risk that misstatements caused by error or
fraud in amounts that would be material in
relation to the financial statements being audited may
occur and not be detected within a timely
period by employees in the normal course of performing
their assigned functions. However, we
noted no matters involving internal control and its
operation, including controls for safeguarding
securities, that we consider to be material weaknesses
as defined above as of September 30, 2000.
This report is intended solely for the information and
use of the Board of Directors, management
and the Securities and Exchange Commission and is not
intended to be and should not be used by
anyone other than these specified parties.
October 9, 2000
