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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04963

The Berwyn Funds

(Exact name of registrant as specified in charter)

1189 Lancaster Avenue                Berwyn, Pennsylvania	19312
(Address of principal executive offices)	(Zip code)

1189 Lancaster Avenue                Berwyn, Pennsylvania                    19312

           (Address of principal executive offices)                          (Zip code)

Kevin M. Ryan

The Killen Group, Inc.         1189 Lancaster Avenue         Berwyn, Pennsylvania 19312

(Name and address of agent for service)

Registrant's telephone number, including area code:  (610) 296-7222

Date of fiscal year end:         December 31, 2009

Date of reporting period:       September 30, 2009

Form N-Q is to be used by management investment companies other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to Rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1.  Schedule of Investments.

BERWYN FUND
SCHEDULE OF INVESTMENTS
September 30, 2009 (Unaudited)
COMMON STOCKS - 95.7%	Shares		Value
AEROSPACE & DEFENSE - 2.6%
Ducommun, Inc.		178,266	$	3,371,010
AIRLINES - 2.8%
SkyWest, Inc.		225,700		3,733,078
AUTO - TRUCK TRAILERS - 1.2%
Wabash National Corp.+		575,975		1,566,652
AUTO PARTS & EQUIPMENT - 4.1%
Exide Technologies+		681,800		5,413,492
BANKS - 5.1%
Old National Bancorp		194,500		2,178,400
Suffolk Bancorp		156,021		4,602,620
				6,781,020
COMMERCIAL PRINTING - 5.4%
Courier Corp.		180,397		2,733,015
Ennis, Inc.		276,078		4,453,138
				7,186,153
COMMERCIAL SERVICES & SUPPLIES - 2.1%
American Ecology Corp.		148,435		2,769,797
COMMUNICATIONS EQUIPMENT - 3.1%
3Com Corp.+		794,000		4,144,680
COMPUTERS & PERIPHERALS - 1.3%
Stratasys, Inc.+		98,000		1,677,760
CONSTRUCTION & ENGINEERING - 2.4%
Granite Construction, Inc.		102,000		3,155,880
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 3.9%
Advanced Energy Industries, Inc.+		309,700		4,391,546
Plexus Corp.+		30,000		789,000
				5,180,546
ELECTRONICS - 2.3%
Methode Electronics, Inc.		354,075		3,069,830

See Accompanying Notes to Schedule of Investments.

BERWYN FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS - 95.7% (Continued)	Shares		Value
FOOD - 3.0%
Chiquita Brands International, Inc.+		244,800	$	3,955,968
HEALTH CARE PROVIDERS & SERVICES - 4.8%
LifePoint Hospitals, Inc.+		112,500		3,043,125
RehabCare Group, Inc.+		154,284		3,346,420
				6,389,545
HOME FURNISHINGS - 4.6%
Ethan Allen Interiors, Inc.		165,800		2,735,700
Hooker Furniture Corp.		248,347		3,352,684
				6,088,384
INFORMATION SERVICES - 2.1%
CIBER, Inc.+		678,808		2,715,232
INSURANCE - 9.2%
American Equity Investment Life Holding Co.		616,500		4,327,830
FPIC Insurance Group, Inc.+		102,715		3,446,088
Horace Mann Educators Corp.		315,350		4,405,440
				12,179,358
INTERNET SOFTWARE & SERVICES - 2.3%
Vasco Data Security International, Inc.+		415,665		3,080,078
INVESTMENT BANK/BROKER - 0.9%
LaBranche & Co., Inc.+		331,100		1,125,740
MACHINERY - 4.7%
Gorman-Rupp Co. (The)		57,000		1,419,870
Graham Corp.		114,325		1,777,754
Tennant Co.		103,700		3,013,522
				6,211,146
MISCELLANEOUS MANUFACTURING - 2.1%
Sturm, Ruger & Co., Inc.		212,700		2,752,338
OFFICE FURNITURE PRODUCTS - 3.1%
Knoll, Inc.		394,000		4,109,420
OIL & GAS SERVICES - 6.9%
CARBO Ceramics, Inc.		50,000		2,577,500
Gulf Island Fabrication, Inc.		175,731		3,286,170
Newpark Resources, Inc.+		1,006,850		3,231,988
				9,095,658

See Accompanying Notes to Schedule of Investments.

BERWYN FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS - 95.7% (Continued)	Shares		Value
RETAIL - 4.7%
Dress Barn, Inc.+		177,200	$	3,168,336
Genesco, Inc.+		127,200		3,061,704
				6,230,040
RETAIL - FOOD - 2.3%
Ingles Markets, Inc. - Class A		194,694		3,068,377
SEMICONDUCTORS - 5.7%
Cohu, Inc.		259,050		3,499,766
Rudolph Technologies, Inc.+		556,725		4,108,630
				7,608,396
THRIFTS & MORTGAGE FINANCE - 3.0%
Dime Community Bancshares, Inc.		353,250		4,030,582
TOTAL COMMON STOCKS (Cost $132,044,546)			$	126,690,160

MONEY MARKET FUNDS - 4.0%	Shares		Value
Fidelity Institutional Money Market Government Portfolio - Class I, 0.10%*		2,650,773	$	2,650,773
Fidelity Institutional Money Market Portfolio - Select Class, 0.37%*		2,650,773		2,650,773
TOTAL MONEY MARKET FUNDS (Cost $5,301,546)			$	5,301,546
TOTAL INVESTMENTS AT VALUE - 99.7% (Cost $137,346,092)			$	131,991,706
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.3%				463,539
NET ASSETS - 100.0%			$	132,455,245

+	Non-income producing security.
*	Variable rate security.  The rate shown is the 7-day effective yield as of September 30, 2009.

See Accompanying Notes to Schedule of Investments.

BERWYN INCOME FUND
SCHEDULE OF INVESTMENTS
September 30, 2009 (Unaudited)
COMMON STOCKS - 26.8%	Shares		Value
AUTO PARTS & EQUIPMENT - 0.3%
Gentex Corp.		125,000	$	1,763,750
BANKS - 2.3%
New York Community Bancorp, Inc.		494,000		5,641,480
Suffolk Bancorp		240,023		7,080,679
				12,722,159
BEVERAGES - 1.4%
Coca-Cola Co. (The)		150,000		8,055,000
COMMERCIAL PRINTING - 1.0%
Ennis, Inc.		339,107		5,469,796
COMMERCIAL SERVICES & SUPPLIES - 0.3%
American Ecology Corp.		74,750		1,394,835
DIVERSIFIED FINANCIAL SERVICES - 0.7%
JPMorgan Chase & Co.		95,000		4,162,900
ELECTRICAL EQUIPMENT - 1.1%
Emerson Electric Co.		159,000		6,372,720
ELECTRONICS - 0.5%
Methode Electronics, Inc.		326,431		2,830,157
ENERGY EQUIPMENT & SERVICES - 0.4%
Tidewater, Inc.		46,000		2,166,140
FOOD - 2.5%
Campbell Soup Co.		214,000		6,980,680
ConAgra Foods, Inc.		320,000		6,937,600
				13,918,280
FOOD - WHOLESALE - 1.5%
SYSCO Corp.		341,000		8,473,850
HEALTH CARE - PRODUCTS - 1.5%
Johnson & Johnson		139,000		8,463,710
HOUSEHOLD PRODUCTS - 1.5%
Kimberly-Clark Corp.		145,000		8,552,100

See Accompanying Notes to Schedule of Investments.

BERWYN INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS - 26.8% (Continued)	Shares		Value
INSURANCE - 1.7%
American Equity Investment Life Holding Co.		130,942	$	919,213
Chubb Corp. (The)		167,000		8,418,470
				9,337,683
MEDIA - 1.0%
Walt Disney Co. (The)		198,000		5,437,080
METAL - ALUMINUM - 1.0%
Alcoa, Inc.		410,000		5,379,200
MISCELLANEOUS MANUFACTURING - 1.0%
3M Co.		79,000		5,830,200
OIL & GAS SERVICES - 0.5%
CARBO Ceramics, Inc.		52,000		2,680,600
PERSONAL SERVICES - 1.1%
Hillenbrand, Inc.		313,366		6,383,265
PHARMACEUTICALS - 2.5%
AstraZeneca PLC - ADR		156,500		7,034,675
GlaxoSmithKline PLC - ADR		177,000		6,993,270
				14,027,945
RETAIL - FOOD - 0.8%
Ingles Markets, Inc. - Class A		291,703		4,597,239
SEMICONDUCTORS - 1.0%
Intel Corp.		287,000		5,610,850
SOFTWARE - 1.2%
Microsoft Corp.		253,000		6,529,930
TOTAL COMMON STOCKS (Cost $128,084,577)			$	150,159,389

PREFERRED STOCKS - 0.6%	Shares		Value
REAL ESTATE INVESTMENT TRUSTS - 0.6%
Grace Acquisition I, Inc. - Series B+		76,000	$	38,000
Public Storage - Series F		150,331		3,221,593
TOTAL PREFERRED STOCKS (Cost $4,732,905)			$	3,259,593

See Accompanying Notes to Schedule of Investments.

BERWYN INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
CORPORATE BONDS - 62.1%	Par Value		Value
AEROSPACE & DEFENSE - 1.5%
Ceradyne, Inc., 2.875%, due 12/15/35 CV	$	9,472,000	$	8,536,640
BEVERAGES - RETAIL - 1.3%
Starbucks Corp., 6.25%, due 08/15/17		6,528,000		6,987,036
BOOK PUBLISHING - 1.2%
McGraw-Hill Cos., Inc. (The), 6.55%, due 11/15/37		6,999,000		6,892,342
COMMERCIAL PRINTING - 0.4%
Cenveo, Inc., 7.875%, due 12/01/13		2,900,000		2,327,250
COMMERCIAL SERVICES & SUPPLIES - 2.6%
School Specialty, Inc., 3.75%, due 11/30/26 CV		15,990,000		14,730,787
CONSUMER PRODUCTS - 2.0%
Church & Dwight Co., Inc., 6.00%, due 12/15/12		11,007,000		11,254,658
CORRECTIONAL FACILITIES - 3.4%
Corrections Corp. of America, 6.25%, due 03/15/13		15,212,000		14,983,820
GEO Group, Inc. (The), 8.25%, due 07/15/13		4,090,000		4,130,900
				19,114,720
COSMETICS & PERSONAL CARE - 1.9%
Chattem, Inc., 7.00%, due 03/01/14		10,642,000		10,748,420
ELECTRIC UTILITIES - 1.0%
Constellation Energy Group, Inc., 4.55%, due 06/15/15		4,862,000		4,737,966
PSEG Power, Inc., 5.50%, due 12/01/15		1,000,000		1,074,300
				5,812,266
ENERGY EQUIPMENT & SERVICES - 0.1%
Cameron International Corp., 6.375%, due 07/15/18		745,000		789,296
ENERGY SERVICES - 2.4%
Bristow Group, Inc., 6.125%, due 06/15/13		14,343,000		13,715,494
FOOD - 2.4%
Chiquita Brands International, Inc., 7.50%, due 11/01/14		7,375,000		7,338,125
Chiquita Brands International, Inc., 8.875%, due 12/01/15		5,625,000		5,793,750
				13,131,875
HEALTH CARE EQUIPMENT & SUPPLIES - 1.1%
Hospira, Inc., 6.05%, due 03/30/17		5,718,000		5,987,747

See Accompanying Notes to Schedule of Investments.

BERWYN INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
CORPORATE BONDS - 62.1% (Continued)	Par Value		Value
HEALTH CARE PROVIDERS & SERVICES - 5.2%
AmerisourceBergen Corp., 5.875%, due 09/15/15	$	620,000	$	667,759
Humana, Inc., 6.30%, due 08/01/18		11,221,000		10,701,950
LifePoint Hospitals, Inc., 3.25%, due 08/15/25 CV		7,150,000		6,256,250
Omnicare, Inc., 3.25%, due 12/15/35 CV		9,296,000		7,134,680
Quest Diagnostics, Inc., 5.45%, due 11/01/15		4,186,000		4,417,997
				29,178,636
HOUSEHOLD DURABLES - 2.1%
D.R. Horton, Inc., 5.375%, due 06/15/12		9,025,000		9,025,000
D.R. Horton, Inc., 5.625%, due 09/15/14		3,000,000		2,895,000
				11,920,000
INFORMATION SERVICES - 2.0%
Equifax, Inc., 6.30%, due 07/01/17		2,455,000		2,448,335
Equifax, Inc., 6.90%, due 07/01/28		2,070,000		1,984,788
Equifax, Inc., 7.00%, due 07/01/37		6,605,000		6,489,056
				10,922,179
INSURANCE - 6.4%
American Equity Investment Life Holding Co., 5.25%, due 12/06/24 CV		14,000,000		12,950,000
Horace Mann Educators Corp., 6.85%, due 04/15/16		13,000,000		12,606,074
Unum Group, 7.625%, due 03/01/11		9,851,000		10,155,238
				35,711,312
LEISURE EQUIPMENT & PRODUCTS - 1.3%
Smith & Wesson Holding Corp., 4.00%, due 12/15/26 CV		8,000,000		7,450,000
MACHINERY - 2.8%
Columbus McKinnon Corp., 8.875%, due 11/01/13		1,197,000		1,208,970
Westinghouse Air Brake Technologies Corp., 6.875%, due 07/31/13		14,310,000		14,381,550
				15,590,520
MEDIA - 0.2%
TCI Communications, Inc., 7.125%, due 02/15/28		1,000,000		1,080,935
METAL PRODUCTS - 2.3%
Valmont Industries, Inc., 6.875%, due 05/01/14		12,400,000		12,617,000
MISCELLANEOUS MANUFACTURING - 0.2%
General Electric Co., 5.25%, due 12/06/17		1,333,000		1,367,991
OIL & GAS - 2.5%
Frontier Oil Corp., 6.625%, due 10/01/11		13,770,000		13,770,000

See Accompanying Notes to Schedule of Investments.

BERWYN INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
CORPORATE BONDS - 62.1% (Continued)	Par Value		Value
PACKAGING & CONTAINERS - 2.2%
Silgan Holdings, Inc., 6.75%, due 11/15/13	$	12,562,000	$	12,467,785
PERSONAL SERVICES - 1.6%
Service Corp. International, 7.875%, due 02/01/13		810,000		793,800
Service Corp. International, 7.375%, due 10/01/14		8,340,000		8,402,550
				9,196,350
PHARMACEUTICALS - 1.5%
Valeant Pharmaceuticals International, 3.00%, due 08/16/10 CV		8,000,000		8,420,000
REAL ESTATE INVESTMENT TRUSTS - 2.6%
Health Care REIT, Inc., 6.00%, due 11/15/13		5,035,000		4,942,789
Health Care REIT, Inc., 5.875%, due 05/15/15		8,260,000		7,855,731
Realty Income Corp., 5.95%, due 09/15/16		1,730,000		1,658,705
				14,457,225
RETAIL - 5.7%
Home Depot, Inc. (The), 5.40%, due 03/01/16		1,569,000		1,640,369
Home Depot, Inc. (The), 5.875%, due 12/16/36		5,727,000		5,556,370
Kohl's Corp., 6.00%, due 01/15/33		91,000		89,866
Wal-Mart Stores, Inc., 5.25%, due 09/01/35		12,235,000		12,251,603
Woolworth Corp., 8.50%, due 01/15/22		12,852,000		12,145,140
				31,683,348
TELECOMMUNICATIONS - 0.7%
Ameritech Capital Funding Corp., 6.875%, due 10/15/27		2,000,000		2,080,556
Verizon Communications, Inc., 4.75%, due 10/01/13		1,500,000		1,559,599
				3,640,155
TELECOMMUNICATIONS EQUIPMENT - 0.1%
Anixter, Inc., 5.95%, due 03/01/15		740,000		653,975
TOYS/GAMES/HOBBIES - 1.4%
Hasbro, Inc., 6.30%, due 09/15/17		2,575,000		2,696,458
Hasbro, Inc., 6.60%, due 07/15/28		5,100,000		4,852,206
				7,548,664
TOTAL CORPORATE BONDS (Cost $326,607,278)			$	347,704,606

See Accompanying Notes to Schedule of Investments.

BERWYN INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
REPURCHASE AGREEMENT - 0.5%	Par Value		Value
U.S. Bank N.A., 0.01%, dated 09/30/09, due 10/01/09, repurchase proceeds: $2,715,120 (Cost $2,715,119)#	$	2,715,119	$	2,715,119
MONEY MARKET FUNDS - 9.5%	Shares		Value
Fidelity Institutional Money Market Government Portfolio - Class I, 0.10%*		26,539,945	$	26,539,945
Fidelity Institutional Money Market Portfolio - Select Class, 0.37%*		26,539,945		26,539,945
TOTAL MONEY MARKET FUNDS (Cost $53,079,890)			$	53,079,890
TOTAL INVESTMENTS AT VALUE - 99.5% (Cost $515,219,769)			$	556,918,597
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.5%				2,827,467
NET ASSETS - 100.0%			$	559,746,064

ADR	- American Depositary Receipt.
CV	- Convertible Security.

+	Non-income producing security.
#	Repurchase agreement is fully collateralized by $2,715,119 FGCI #G11649, 4.50%, due 02/01/20. The aggregate market value of the collateral at September 30, 2009 was $2,769,693.
*	Variable rate security.  The rate shown is the 7-day effective yield as of September 30, 2009.

See Accompanying Notes to Schedule of Investments.

BERWYN CORNERSTONE FUND
SCHEDULE OF INVESTMENTS
September 30, 2009 (Unaudited)
COMMON STOCKS - 91.5%	Shares		Value
AUTO PARTS & EQUIPMENT - 2.1%
Gentex Corp.		11,575	$	163,323
BANKS - 2.8%
New York Community Bancorp, Inc.		18,725		213,840
BEVERAGES - 3.5%
Coca-Cola Co. (The)		5,075		272,527
COMPUTERS - 3.1%
Hewlett-Packard Co.		5,000		236,050
DIVERSIFIED FINANCIAL SERVICES - 2.3%
JPMorgan Chase & Co.		4,050		177,471
ELECTRICAL EQUIPMENT - 3.2%
Emerson Electric Co.		6,125		245,490
ENVIRONMENTAL CONTROL - 2.5%
Waste Management, Inc.		6,575		196,067
FOOD - 6.1%
Campbell Soup Co.		7,450		243,019
ConAgra Foods, Inc.		10,650		230,892
				473,911
FOOD - WHOLESALE - 3.4%
SYSCO Corp.		10,425		259,061
HEALTH CARE - PRODUCTS - 3.3%
Johnson & Johnson		4,175		254,216
HOME FURNISHINGS - 0.9%
Ethan Allen Interiors, Inc.		4,425		73,013
HOUSEHOLD PRODUCTS - 2.8%
Kimberly-Clark Corp.		3,725		219,700
INSURANCE - 7.4%
Chubb Corp. (The)		4,950		249,529

See Accompanying Notes to Schedule of Investments.

BERWYN CORNERSTONE FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS - 91.5% (Continued)	Shares		Value
INSURANCE - 7.4% (Continued)
Unum Group		14,850	$	318,384
				567,913
INVESTMENT MANAGEMENT - 1.9%
T. Rowe Price Group, Inc.		3,150		143,735
MEDIA - 3.1%
Walt Disney Co. (The)		8,650		237,529
METAL - ALUMINUM - 3.5%
Alcoa, Inc.		20,400		267,648
MISCELLANEOUS MANUFACTURING - 3.3%
3M Co.		3,425		252,765
OIL & GAS - 2.7%
Chevron Corp.		2,950		207,769
OIL FIELD SERVICES - 4.1%
BJ Services Co.		16,200		314,766
PERSONAL SERVICES - 2.6%
Hillenbrand, Inc.		9,800		199,626
PHARMACEUTICALS - 9.6%
Abbott Laboratories		4,375		216,431
AstraZeneca PLC - ADR		5,025		225,874
GlaxoSmithKline PLC - ADR		5,700		225,207
Pfizer, Inc.		4,600		76,130
				743,642
RETAIL - 2.3%
Best Buy Co., Inc.		4,775		179,158
SEMICONDUCTORS - 9.1%
Intel Corp.		11,975		234,111
QLogic Corp.+		13,325		229,057
Teradyne, Inc.+		26,050		240,962
				704,130
SOFTWARE - 3.0%
Microsoft Corp.		9,075		234,226

See Accompanying Notes to Schedule of Investments.

BERWYN CORNERSTONE FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS - 91.5% (Continued)	Shares		Value
SPECIALTY RETAIL - 2.9%
Lowe's Cos., Inc.		10,625	$	222,487
TOTAL COMMON STOCKS (Cost $6,844,893)			$	7,060,063
EXCHANGE-TRADED FUNDS - 1.0%	Shares		Value
iShares S&P Midcap 400 Value Index Fund (Cost $86,244)		1,275	$	80,388
MONEY MARKET FUNDS - 7.0%	Shares		Value
Fidelity Institutional Money Market Government Portfolio - Class I, 0.10%*		269,084	$	269,084
Fidelity Institutional Money Market Portfolio - Select Class, 0.37%*		269,084		269,084
TOTAL MONEY MARKET FUNDS (Cost $538,168)			$	538,168
TOTAL INVESTMENTS AT VALUE - 99.5% (Cost $7,469,305)			$	7,678,619
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.5%				39,481
NET ASSETS - 100.0%			$	7,718,100

ADR - American Depositary Receipt.

+	Non-income producing security.
*	Variable rate security.  The rate shown is the 7-day effective yield as of September 30, 2009.

See Accompanying Notes to Schedule of Investments.

THE BERWYN FUNDS

NOTES TO SCHEDULES OF INVESTMENTS

September 30, 2009 (Unaudited)

1.   Securities Valuation

Securities of The Berwyn Funds (the “Funds”) that are listed on a national securities exchange are valued at the last quoted sales price.  Securities not traded on the valuation date, NASDAQ traded securities, all bonds and other securities not listed on a national securities exchange are valued at the last quoted bid price.  Short-term investments may be valued at amortized cost which approximates market value.  The value of other assets and securities for which no quotations are readily available, or quotations for which the Funds’ investment advisor believes do not reflect market value, are valued at fair value as determined in good faith by the advisor under the supervision of the Board of Trustees.  Factors in determining portfolio investments subject to fair value determination include, but are not limited to, the following:  only a bid price or an asked price is available; the spread between bid and asked prices is substantial; infrequency of sales; the thinness of the market; the size of reported trades; a temporary lapse in the provision of prices by a reliable pricing source, and actions of the securities markets, such as the suspension or limitation of trading.

Generally accepted accounting principles (“GAAP”) establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements.

Various inputs are used in determining the value of the Funds’ investments.  These inputs are summarized in the three broad levels listed below:

·   Level 1 – quoted prices in active markets for identical securities

·   Level 2 – other significant observable inputs

·   Level 3 – significant unobservable inputs

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value each Fund’s investments as of September 30, 2009:

Valuation Inputs	Berwyn Fund		Berwyn Income Fund		Berwyn Cornerstone Fund
Level 1 - Quoted Prices	$	131,991,706	$	209,213,991	$	7,678,619
Level 2 - Other Significant Observable Inputs		-		347,704,606		-
Level 3 - Significant Unobservable Inputs		-		-		-
Total	$	131,991,706	$	556,918,597	$	7,678,619

As of September 30, 2009, all of the securities held by Berwyn Fund and Berwyn Cornerstone Fund and all of the investments other than corporate bonds held by Berwyn Income Fund were valued using Level 1 inputs. See each respective Fund’s Schedule of Investments for a listing of the securities valued using Level 1 inputs by industry type, as required by GAAP.

THE BERWYN FUNDS

NOTES TO SCHEDULES OF INVESTMENTS (Continued)

The following is a summary of the inputs used to value Berwyn Income Fund’s investments as of September 30, 2009 by security type, as required by GAAP:

	Level 1		Level 2		Level 3		Total
Common stocks	$	150,159,389	$	-	$	-	$	150,159,389
Preferred stocks		3,259,593		-		-		3,259,593
Corporate bonds		-		347,704,606		-		347,704,606
Repurchase agreements		2,715,119		-		-		2,715,119
Money market funds		53,079,890		-		-		53,079,890
Total	$	209,213,991	$	347,704,606	$	-	$	556,918,597

2.    Investment Transactions

Security transactions are accounted for on trade date.  Gains and losses on securities sold are determined on a specific identification basis.

3.    Federal Income Tax

The following information is computed on a tax basis for each item as of September 30, 2009:

							Berwyn
	Berwyn			Berwyn Income			Cornerstone
	Fund			Fund			Fund
Cost of portfolio investments	$	140,826,470		$	516,505,987		$	7,507,493
Gross unrealized appreciation	$	18,282,364		$	45,867,105		$	828,200
Gross unrealized depreciation		(27,117,128	)		(5,454,495	)		(657,074	)
Net unrealized appreciation (depreciation)	$	(8,834,764	)	$	40,412,610		$	171,126

The difference between the federal income tax cost of portfolio investments and the schedule of investments cost for the Funds is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP.  These “book/tax” differences are temporary in nature and are due to the tax deferral of losses on wash sales.

Item 2. Controls and Procedures.

(a)   Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that such information is recorded, processed, summarized, and reported on a timely basis.

(b)   There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

File as exhibits as part of this Form a separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)):  Attached hereto

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)   The Berwyn Funds                                                                                                                                

By (Signature and Title)*	/s/ Robert E. Killen
	Robert E. Killen, President

Date          November 4, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Robert E. Killen
	Robert E. Killen, President

Date          November 4, 2009

By (Signature and Title)*	/s/ Mark J. Seger
	Mark J. Seger, Treasurer

Date          November 4, 2009

* Print the name and title of each signing officer under his or her signature.

EX-99.CERT

EX-99.CERT

CERTIFICATIONS

I, Robert E. Killen, certify that:

1.      I have reviewed this report on Form N-Q of The Berwyn Funds;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2009	/s/ Robert E. Killen
	Robert E. Killen, President

CERTIFICATIONS

I, Mark J. Seger, certify that:

1.      I have reviewed this report on Form N-Q of The Berwyn Funds;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2009	/s/ Mark J. Seger
	Mark J. Seger, Treasurer