FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
BERWYN INCOME FUND, INC.
1189 LANCASTER AVENUE, BERWYN, PA, 19312
2. Name of each series or class of funds for which this notice is
filed:
BERWYN INCOME FUND, INC. COMMON STOCK
3. Investment Company Act File Number: #811-4963
Securities Act File Number: #33-14604
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration.
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year.
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the
fiscal year:
Shares Sold: 2,177,693
Aggregate Sale Price: $27,144,38
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Shares Sold: 2,177,693
Aggregate Sale Price: $27,144,384
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Number of Shares: 858,677
Aggregate Sale Price: $10,585,692
12. Calculation of registration fee:
(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$27,144,384
(ii) Aggregate price of share issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
$10,585,692
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-$23,509,966
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule 24e-
2 (if applicable):
+__________
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (1), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
$14,220,110
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see Instruction
C.6):
x 1/3300
(vii) Fee due [line (1) or line (v) multiplied by line (vi)]:
$ 4,309.12
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFS 202.3a):
x
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
2/20/97 mailed $4,309.12
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuers and in the capacities and on the dates indicated.
By (Signature and Title)
________________________________
Kevin M. Ryan
Secretary/Treasurer
Date: February 26, 1997
OPINION OF COUNSEL
TO WHOM IT MAY CONCERN:
I am counsel to Berwyn Income Fund, Inc. I am
writing this letter to state my opinion as counsel
that the shares of the Fund sold in calendar year
1996 were legally issued, fully paid and
non-assessable.
Berwyn Income Fund, Inc., is a corporation incorporated
under the laws of the Common-wealth of Pennsylvania
on December 26, 1986. Under its Articles
of Incorporation, the Fund has the power to
issue 20,000,000 shares of common stock.
On February 7,1987, a shareholder
resolution was approved that authorized the Board of
Directors to issue shares of common stock in such
amounts and proportions as from time to time it
deemed appropriate and the Board was authorized
to set the price at which shares would be sold.
On June 10, 1987, the Board approved a resolution
authorizing the sale of 2,000,000 shares of common
stock to the public. The resolution directed that prior
to sale, the shares be registered with the U.S.
Securities and Exchange Commission and various
states and that the shares be sold at their net asset
value and that they be fully paid and non-assessable
when issued. The share registration with the
Securities and Exchange Commission became
effective September 3, 1987.
On December 11, 1992, the Board authorized the
Fund to register an indefinite number of shares
of common stock for sale with the Securities and
Exchange Commission pursuant to rule 24f of the
Investment Company Act of 1940.
Registration under Rule 24f became effective on
March 24, 1993. Under section 1524 of the
Pennsylvania Business Corporation Law of 1988,
shares of stock sold by Pennsylvania corporations after
December 1988, will be deemed fully paid and
non-assessable unless there are contrary provisions
in Articles of Incorporation or By Laws.
There are no provisions in the Fund's Articles or
By Laws that allow the Fund to issue stock that is not
fully paid or to issue assessable stock.
Based upon the foregoing facts, it is my opinion that
the shares issued in 1996 were legally issued, fully
paid and non-assessable.
KEVIN M. RYAN
Kevin M. Ryan
Counsel to the Fund
