Brandywine Fund N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04447

Brandywine Fund, Inc.

(Exact name of registrant as specified in charter)

P.O. Box 4166

Greenville, DE 19807

(Address of principal executive offices) (Zip code)

William F. D’Alonzo

P.O. Box 4166

Greenville, Delaware 19807

(Name and address of agent for service)

(302) 656-3017

Registrant's telephone number, including area code:

Date of fiscal year end:  September 30

Date of reporting period: March 31, 2012

Item 1. Reports to Stockholders.

Managed by Friess Associates, LLC Semi-Annual Report March 31, 2012

Dear Fellow Shareholders:

Ebbing angst regarding Europe and rising confidence in the U.S. economy set an overtly positive tone for stocks in the March quarter. The relative calm on the macro front let investors get back to the business of judging companies on their individual merits.

Brandywine Fund grew 15.34 percent in the March quarter, leading gains in the Russell 3000 and Russell 3000 Growth Indexes of 12.87 and 14.58 percent. Brandywine Blue Fund’s 17.09 percent return outpaced gains in the S&P 500, Russell 1000 and Russell 1000 Growth Indexes of 12.59, 12.90 and 14.69 percent.

March-Quarter Performance

Valuations at the start of the period reflected the outsized influence of macro concerns leading into the quarter. The weight of those concerns lifted as Greece secured new bailout financing and the U.S. economy produced a series of positive data points in areas such as employment, retail sales and manufacturing.

Earnings remained healthy, though there was a fair share of adjustment as company managements and equity analysts factored slower economic growth into their 2012 earnings forecasts. In this climate, companies that delivered earnings growth that exceeded expecta­tions were well rewarded for their ability to execute. Conversely, companies that fell short of estimates were punished as if they were likely to disappoint again.

Running counter to the prevailing trend, consensus earnings estimates for 69 percent of Brandywine’s holdings increased in the first three months of the year. Calendar-year estimates rose for 65 percent of Brandywine Blue’s holdings at the same time. The comparable figure for the companies of the S&P 500 Index was 40 percent.

Positive earnings surprises were reported with less-than-average frequency during the three months through March, according to a study by Bank of America Merrill Lynch. Still, that scarcity appeared to raise the appeal of the companies that did surprise to the upside. The technology sector posted the strongest return within the S&P 500 Index in the March quarter. The study showed that technology companies reported the highest percentage of positive fourth-quarter earn­ings surprises (reported from January through March) in the index.

Cumulative Total Return	Brandywine % Change	Brandywine Blue % Change
Quarter	15.34	17.09
One Year	-11.31	0.30
Five Years	-16.35	-7.71
Ten Years	29.87	55.55
Inception	1,148.37*	640.95**
Annualized Total Return
Five Years	-3.51	-1.59
Ten Years	2.65	4.52
Inception	10.09*	9.90**
*12/30/85 **1/10/91
Expense Ratio***
Brandywine	1.09%
Brandywine Blue	1.18%

***As stated in the Prospectus dated January 31, 2012

Performance data quoted represent past performance; past performance does not guarantee future results.  The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Funds may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.brandywinefunds.com.

With a strong economically sensitive component to most technology businesses, the technology sector may enjoy a certain measure of improved earnings visibility given more predictable, albeit slower, nature of the economic backdrop expected this year. Moreover, on the product side, our research leads us to believe that current inventory levels are so well attuned to current end-market trends that upticks in demand can spur earnings-boosting price increases.

Technology holdings, which comprised the largest percentage of assets in both Funds, contributed the most to March-quarter returns. They also provided the biggest boost for Brandywine and Brandywine Blue versus their respective benchmarks.

Seagate Technology was a standout performer for both Funds. Industry consolidation and last year’s floods in Thailand have changed the competitive landscape and supply dynamics in the hard disk drive business. Benefiting from the acquisition of Samsung’s hard-drive business and less harmed by the flooding than its main competitor, Seagate seized a unique opportunity to capture significant market share. The company quadrupled year-over-year earnings in the December quarter, topping the consensus estimate by 22 percent amid supply strains that kept upward pressure on prices.

Apple again made major contributions to total gains in the Brandywine Funds as the company’s incredible rise brought its market cap past $500 billion. When the company reached that milestone in late February, CNNMoney pointed out that it made Apple worth more than Saudi Arabia (based on GDP). Other top performers included VeriFone in Brandywine and EMC Corp. in Brandywine Blue, holdings that beat estimates in their most recently reported quarters with 35 and 17 percent earnings growth, respectively.

Consumer discretionary holdings, which represented the second largest percentage of assets in Brandywine, also made a notable contribution to the Fund’s perfor­mance versus the Russell 3000 Growth Index. Investors applauded Dick’s Sporting Goods (Brandywine only) after disciplined expense control and nimble inven­tory management enabled the company to overcome slow sales of cold weather gear during the mild winter months. Dick’s grew December-quarter earnings 16 percent. Polaris Industries, Tractor Supply Co. and Steven Madden Ltd. (all Brandywine only) also rose in the wake of expectation-beating earnings growth of 16, 43 and 33 percent, respectively, in the December quarter.

Although consumer discretionary companies helped Brandywine Blue’s cause, energy holdings provided a more pronounced boost versus the Russell 1000 Growth. Pioneer Natural Resources was a top overall performer at a time when energy produced one of the most muted returns among sectors within the index. Rising oil prices brought attention to Pioneer’s domes­tic oil production capacity and its recently acquired control of a company that supplies a critical ingredi­ent used in on-shore oil production. The company beat estimates with 129 percent December-quarter earnings growth.

In relative terms, the Brandywine Funds also ben­efited from what they didn’t hold. Due to a lack of earnings strength among consumer staples companies, both Funds maintained very limited exposure to the consumer staples sector. That worked in their favor dur­ing the March quarter, when the sector’s results trailed the overall market’s return by a notable margin.

For more on holdings that influenced March-quarter performance, please see Roses & Thorns on page 4 for Brandywine and page 6 for Brandywine Blue.

Holdings from the technology, consumer discretion­ary and industrial sectors comprise the largest percent­ages of assets in the Brandywine portfolio. Holdings from the technology, consumer discretionary and energy sectors currently represent Brandywine Blue’s largest positions.

We were encouraged to see a strong relationship between earnings performance and stock prices in the March quarter. While Europe’s sovereign debt situation, upcoming elections, Iran and other macro matters are likely to influence stocks at various times, we think the combination of strong corporate balance sheets and a slow-but-steady economic backdrop put individual companies in a position to win the majority of the market’s attention.

We also believe companies that post strong growth and exceed expectations will continue to stand out. Given the earnings strength we have isolated on the individual-company level, we think that should bode well for the Brandywine Funds.

At the end of March, we wished a fond farewell to Lynda Campbell, who was Vice President, Secretary and Treasurer of the Brandywine Funds. Lynda joined Friess Associates only weeks prior to Brandywine’s launch at the end of 1985. We thank Lynda for more than 26 years of contributions and wish her a happy and healthy retirement.

We’re grateful for your continued confidence.

Bill D’Alonzo
Brandywine Funds President	April 9, 2012

2

Brandywine Fund

Portfolio Characteristics as of March 31, 2012

% Change in Top Ten Holdings From Book Cost

1.	Apple Inc.	+134.1%	6.	eBay Inc.	+13.6%
2.	VeriFone Systems Inc.	+34.1%	7.	Robert Half International Inc.	+15.2%
3.	Qualcomm Inc.	+24.4%	8.	Big Lots Inc.	-3.8%
4.	VF Corp.	+19.4%	9.	Accenture PLC	+13.2%
5.	Wabtec Corp.	+25.4%	10.	Dick’s Sporting Goods Inc.	+44.4%

Estimated Earnings Growth Rate		The Portfolio’s Market Capitalization
of the Fund’s Investments
The Fund’s	S&P 500’s
Companies	Companies
20.2%	9.0%
Forecasted Increase in Earnings Per Share 2012 vs 2011 Source: Consensus estimates from Baseline Financial Services, Inc. This is not a forecast of the Fund’s future performance. Earnings growth for a Fund holding does not guarantee a corresponding increase in the market value of the holding or the Fund. As of March 31, 2012, the S&P 500 Index’s average annual total returns for 1, 5 and 10 years were 8.54, 2.01 and 4.12 percent.

Top Ten Industry Groups

3

Brandywine Fund

March Quarter “Roses and Thorns”

	$ Gain
Biggest $ Winners	(in millions)	% Gain	Reason for Move

Apple Inc.	$26.9	44.7	The maker of personal computers, software and mobile computing devices grew Decem­ber-quarter earnings 116 percent, beating estimates by 38 percent. Revenue increased 73 percent, reflecting the company’s continued success in the high-growth markets for smartphones and tablets. Shipments of Apple’s iPhone and iPad increased 128 and 111 percent, respectively, during the quarter. The company announced that in September it will begin paying quarterly dividends totaling more than $10 billion annually.
Seagate Technology PLC	$17.5	50.7	The maker of hard disk drives quadrupled earnings during the December quarter to $1.32 per share, beating estimates by 22 percent. Unlike factories owned by competitors, Seagate’s plants weren’t hit directly by last year’s floods in Thailand, helping the company recover quickly. Shares gained ground after management raised sales and profit forecasts for 2012, as drive shortages provided pricing power.
VeriFone Systems Inc.	$13.4	36.6	The provider of electronic point-of-sale payment terminals grew January-quarter earnings 35 percent, beating estimates by 12 percent. With dominant market-share and leading-edge technology, VeriFone is well positioned to benefit from a global migration toward electronic and wireless payments. The company’s future growth prospects are tied to terminal upgrades associated with EMV technology, which replaces magnetic strips on the backs of credit and debit cards with embedded microchips.
Dick’s Sporting Goods Inc.	$7.8	30.0	The sporting goods retailer grew December-quarter earnings 16 percent as new store growth, improving online sales and a greater mix of high-performance merchandise offset difficult year-over-year sales comparisons and unseasonably warm weather patterns. Profit margin improvements stemmed from system upgrades and a new regional pricing strategy. The company also issued its first dividend ever in the fourth quarter.
Qualcomm Inc.	$7.3	23.6	The developer of digital wireless communications products and services using CDMA (code division multiple access) technology grew December-quarter earnings 18 percent, beating the consensus estimate. A broad array of handset makers, all of which pay Qual­comm a royalty fee to allow devices to function on 3G networks, incorporated more of the company’s chips in mobile devices. Chip unit shipments increased 32 percent during the quarter.

	$ Loss
Biggest $ Losers	(in millions)	% Loss	Reason for Move

Allscripts Healthcare Solutions Inc.	$4.7	15.2	The developer of financial and clinical software for physician practices and hospitals grew December-quarter earnings 25 percent. Shares fell following conservative forward guid­ance that included lower-than-expected bookings growth. While Allscripts experienced growth across its business segments, investors grew concerned that the company might be losing share to competitors that provided more optimistic outlooks.
Rowan Companies Inc.	$3.8	13.2	The provider of offshore contract drilling services topped revenue forecasts in the December quarter as international demand strengthened and lease rates improved for its high-specification jack-up rigs. Shares fell following Rowan’s announcement that it would redomicile in the U.K., creating the possibility that it would no longer trade on U.S. exchanges.
Vera Bradley Inc.	$2.3	18.0	The maker of handbags and accessories grew January-quarter earnings 28 percent, beat­ing the consensus estimate. Revenue jumped 23 percent. Despite raising 2012 guidance, shares retraced on conservative April-quarter guidance stemming from the company’s inability to yield a “breakout pattern” from its spring line.
McDermott International Inc.	$2.2	8.1	The engineering and construction company serving the offshore oil and gas industry gave up ground as oil prices pulled back from highs reached early in the year. Our research shows McDermott’s construction segment remains well positioned to capitalize on new business opportunities amid elevated global offshore capital spending. McDermott announced it was awarded a $2 billion contract from oil and natural gas producer INPEX during the quarter, representing the largest subsea contract in the company’s history.
Ancestry.com Inc.	$2.0	24.2	The online provider of genealogy research tools grew December-quarter earnings 21 percent, beating the consensus estimate by 18 percent. Revenues grew 26 percent. Shares fell as viewership trended lower for NBC’s “Who Do You Think You Are?” television series, which Ancestry.com uses as a marketing platform. We sold Ancestry.com during the quarter to fund an idea with better near-term earnings visibility.

All gains/losses are calculated on an average cost basis

4

Brandywine Blue Fund

Portfolio Characteristics as of March 31, 2012

% Change in Top Ten Holdings From Book Cost

1.	Apple Inc.	+265.3%	6.	BorgWarner Inc.	+37.6%
2.	eBay Inc.	+14.9%	7.	Accenture PLC	+12.8%
3.	Pioneer Natural Resources Co.	+35.7%	8.	Celgene Corp.	+47.9%
4.	Qualcomm Inc.	+22.8%	9.	Ford Motor Co.	+4.1%
5.	EMC Corp.	+35.6%	10.	Cisco Systems Inc.	+14.7%

Estimated Earnings Growth Rate of the Fund’s Investments		The Portfolio’s Market Capitalization
The Fund’s	S&P 500’s
Companies	Companies
17.2%	9.0%
Forecasted Increase in Earnings Per Share 2012 vs 2011 Source: Consensus estimates from Baseline Financial Services, Inc. This is not a forecast of the Fund’s future performance. Earnings growth for a Fund holding does not guarantee a corresponding increase in the market value of the holding or the Fund. As of March 31, 2012, the S&P 500 Index’s average annual total returns for 1, 5 and 10 years were 8.54, 2.01 and 4.12 percent.

Top Ten Industry Groups

5

Brandywine Blue Fund

March Quarter “Roses and Thorns”

	$ Gain
Biggest $ Winners	(in millions)	% Gain	Reason for Move

Apple Inc.	$35.3	47.5	The maker of personal computers, software and mobile computing devices grew Decem­ber-quarter earnings 116 percent, beating estimates by 38 percent. Revenue increased 73 percent, reflecting the company’s continued success in the high-growth markets for smartphones and tablets. Shipments of Apple’s iPhone and iPad increased 128 and 111 percent, respectively, during the quarter. The company announced that in September it will begin paying quarterly dividends totaling more than $10 billion annually.
Seagate Technology PLC	$23.2	54.7	The maker of hard disk drives quadrupled earnings during the December quarter to $1.32 per share, beating estimates by 22 percent. Unlike factories owned by competitors, Seagate’s plants weren’t hit directly by last year’s floods in Thailand, helping the company recover quickly. Shares gained ground after management raised sales and profit forecasts for 2012, as drive shortages provided pricing power.
EMC Corp.	$13.4	37.8	The provider of hardware, software and services for enterprise network storage grew December-quarter earnings 17 percent, beating the consensus estimate. EMC’s storage business remains tied to new technology trends that utilize massive amounts of digital data. The company’s 80 percent stake in VMware exposes it to cloud computing, desktop virtualization and other fast-growing segments of the storage market.
BorgWarner Inc.	$11.7	31.6	The supplier of technologies for engines and transmissions that improve fuel economy and performance while reducing emissions grew December-quarter earnings 34 percent, beating the consensus estimate. More of the company’s technologies have been incorpo­rated into a greater number of vehicles amid rebounding auto production and increasing fuel economy and emissions regulations worldwide. Efforts to control costs throughout the industry slump pushed operating profit margins to record highs.
Pioneer Natural Resources Co.	$10.7	24.6	The oil and gas exploration and development company grew December-quarter earnings 129 percent, beating estimates by 14 percent. Revenue grew 44 percent. Shares gained ground as production growth guidance moved higher for the company’s acreage positions in high-margin, oil-levered properties in the Texas Permian Basin and Eagle Ford Shale. Pioneer’s recent acquisition of Carmeuse Industrial Sand, which mines sand used in oil-well fracking applications, is expected to provide considerable cost advantages.

	$ Loss
Biggest $ Losers	(in millions)	% Loss	Reason for Move

Electronic Arts Inc.	$4.0	11.4	The video game developer grew December-quarter earnings 68 percent, beating estimates. Despite a strong reception to the company’s new online game Star Wars: The Old Republic, shares fell as spending on video games in general didn’t keep pace with levels achieved last holiday season. We sold Electronic Arts during the quarter on concerns that forward expectations would prove difficult to meet given the pullback in spending.
The Mosaic Co.	$2.1	6.2	The producer of concentrated phosphate and potash crop fertilizers lost ground as custom­ers remained cautious amid uncertainty about the direction of grain and fertilizer prices. While U.S. farmers are widely expected to plant the most corn acreage since World War II this year, demand for fertilizer has been sluggish amid high prices. As a result, dealers were slower than usual in securing fertilizer inventory.
SanDisk Corp.	$1.7	4.8	The maker of flash-memory cards beat December-quarter earnings estimates but gave a sales forecast that fell short of estimates, sending shares lower. We sold SanDisk in Febru­ary, concerned that supplies of flash memory and other electronic components used in consumer electronics were starting to outpace demand. In early April, SanDisk cut its forecast for March-quarter sales, citing weaker-than-expected pricing and demand.
Anadarko Petroleum Corp.	$1.5	4.0	The oil and gas exploration and production company grew December-quarter earnings 193 percent, beating the consensus estimate by 37 percent. Revenue growth of 17 percent also came in above expectations. Shares retraced despite the strong results, as oil prices fell in March following a run-up early in the year. Our research shows Anadarko’s broad portfolio of domestic and international assets allows it to effectively shift its operations toward higher-profit oil production while also funding ongoing development and discovery expenditures in frontier markets.
Norfolk Southern Corp.	$1.2	3.6	The railroad operator grew December-quarter earnings 42 percent, beating estimates. Shares fell as declining natural gas prices and more stringent carbon pollution standards for new coal-fired power plants resulted in lower demand for thermal coal transporta­tion. While Norfolk’s improving intermodal business helps offset lost volumes, we sold our position during the quarter on concerns that coal-related issues would continue to create an overhang on shares.

All gains/losses are calculated on an average cost basis

6

Brandywine Fund, Inc.

Statement of Assets and Liabilities

March 31, 2012 (Unaudited)

Assets:
Investments in securities, at value (cost $1,126,581,436)	$	1,309,142,349
Receivable from investments sold		27,788,751
Receivable from shareholders for purchases		200,976
Dividends and interest receivable		63,283
Total assets	$	1,337,195,359
Liabilities:
Payable for investments purchased	$	34,608,644
Payable to shareholders for redemptions		1,206,293
Payable to adviser for management fees		1,114,575
Other liabilities		192,135
Total liabilities		37,121,647
Net Assets:
Capital Stock, $0.01 par value; 500,000,000 shares authorized; 50,546,734 shares outstanding		2,025,476,323
Net unrealized appreciation on investments		182,560,913
Accumulated net realized loss on investments		(907,963,524	)
Net assets		1,300,073,712
Total liabilities and net assets	$	1,337,195,359
Calculation of net asset value per share:
Net asset value, offering and redemption price per share ($1,300,073,712 ÷ 50,546,734 shares outstanding)	$	25.72

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

Schedule of Investments

March 31, 2012 (Unaudited)

Shares			Cost		Value
Common Stocks - 98.3% (a)
CONSUMER DISCRETIONARY
		Apparel Retail - 2.5%
	669,400	Chico’s FAS Inc.	$	10,303,966	$	10,107,940
	201,500	Express Inc.*		4,232,730		5,033,470
	84,600	The Finish Line Inc.		1,445,030		1,795,212
	224,300	Genesco Inc.*		9,881,731		16,071,095
		Apparel, Accessories & Luxury Goods - 4.5%
	160,200	Coach Inc.		9,692,549		12,380,256
	342,900	Vera Bradley Inc.*		12,619,774		10,352,151
	246,300	VF Corp.		30,123,726		35,954,874
		Auto Parts & Equipment - 3.9%
	457,300	Allison Transmission Holdings Inc.*		10,776,070		10,920,324
	320,100	BorgWarner Inc.*		27,086,281		26,997,234
	808,100	Dana Holding Corp.*		12,059,047		12,525,550
		Automobile Manufacturers - 1.9%
	1,986,200	Ford Motor Co.		23,956,423		24,807,638
		Broadcasting - 0.8%
	213,000	Discovery Communications Inc.*		8,117,543		9,985,440
		Consumer Electronics - 0.8%
	229,000	Harman International
		Industries Inc.		10,731,344		10,719,490
		Footwear - 0.8%
	237,600	Steven Madden Ltd.*		7,949,794		10,157,400
		General Merchandise Stores - 2.5%
	743,300	Big Lots Inc.*		33,233,818		31,976,766
		Home Furnishing Retail - 0.2%
	92,250	Select Comfort Corp.*		1,176,067		2,987,978
		Specialty Stores - 3.9%
	602,200	Dick’s Sporting Goods Inc.		20,056,813		28,953,776
	622,800	GNC Holdings Inc.		14,897,884		21,729,492
		Total Consumer Discretionary		248,340,590		283,456,086
		This sector is 14.1% above your Fund’s cost.
CONSUMER STAPLES
		Household Products - 2.1%
	548,800	Church & Dwight Co. Inc.		22,059,683		26,995,472
		Total Consumer Staple		22,059,683		26,995,472
		This sector is 22.4% above your Fund’s cost.
ENERGY
		Oil & Gas Drilling - 1.0%
	410,300	Rowan Companies Inc.*		15,105,769		13,511,179

7

Brandywine Fund, Inc.

Schedule of Investments (Continued)

March 31, 2012 (Unaudited)

Shares			Cost		Value
Common Stocks - 98.3% (a) (Continued)
		Oil & Gas Equipment & Services - 4.8%
	126,400	Key Energy Services Inc.*	$	1,650,133	$	1,952,880
	120,400	Lufkin Industries Inc.		9,204,527		9,710,260
	1,909,100	McDermott International Inc.*		26,614,502		24,455,571
	264,500	Oil States International Inc.*		18,615,901		20,646,870
	378,800	Weatherford International Ltd.*		5,423,550		5,716,092
		Oil & Gas Exploration & Production - 3.5%
	101,400	Anadarko Petroleum Corp.		7,806,830		7,943,676
	345,200	Energy XXI Ltd.*		7,459,478		12,465,172
	77,400	Stone Energy Corp.*		2,008,994		2,212,866
	409,400	Whiting Petroleum Corp.*		18,307,583		22,230,420
		Total Energy		112,197,267		120,844,986
		This sector is 7.7% above your Fund’s cost.
FINANCIALS
		Regional Banks - 0.0%
	14,000	Cathay General Bancorp		247,373		247,800
		Residential REITs - 0.4%
	85,400	Camden Property Trust		5,574,806		5,615,050
		Total Financials		5,822,179		5,862,850
		This sector is 0.7% above your Fund’s cost.
HEALTH CARE
		Biotechnology - 2.0%
	338,200	Celgene Corp.*		17,701,205		26,217,264
		Health Care Technology - 2.0%
	1,574,200	Allscripts Healthcare
		Solutions Inc.*		30,801,306		26,131,720
		Life Sciences Tools & Services - 0.9%
	261,300	Agilent Technologies Inc.*		8,458,231		11,630,463
		Managed Health Care - 1.6%
	352,800	UnitedHealth Group Inc.		19,642,893		20,794,032
		Pharmaceuticals - 0.7%
	348,900	Impax Laboratories Inc.*		6,096,365		8,575,962
		Total Health Care		82,700,000		93,349,441
		This sector is 12.9% above your Fund’s cost.
INDUSTRIALS
		Construction & Engineering - 0.6%
	404,500	MasTec Inc.*		7,265,487		7,317,405
		Construction & Farm Machinery & Heavy Trucks - 3.0%
	156,300	Titan International Inc.		3,945,962		3,696,495
	466,300	Wabtec Corp.		28,034,466		35,145,031
		Diversified Support Services - 2.0%
	664,000	Cintas Corp.		25,020,502		25,975,680
		Electrical Components & Equipment - 1.0%
	62,317	Generac Holdings Inc.*		1,738,768		1,529,882
	411,200	General Cable Corp.*		11,957,336		11,957,696
		Environmental & Facilities Services - 0.7%
	338,200	Tetra Tech Inc.*		7,403,924		8,914,952
		Heavy Electrical Equipment - 2.1%
	1,066,200	The Babcock & Wilcox Co. *		27,022,278		27,454,650
		Human Resource & Employment Services - 2.5%
	1,078,500	Robert Half International Inc.		28,367,781		32,678,550
		Marine - 1.4%
	284,724	Kirby Corp.*		16,441,330		18,731,992
		Railroads - 1.5%
	271,000	Kansas City Southern*		15,974,459		19,427,990
		Trading Companies & Distributors - 3.1%
	348,000	United Rentals Inc.*		14,663,681		14,925,720
	379,700	WESCO International Inc.*		24,545,232		24,798,207
		Trucking - 2.9%
	871,800	Hertz Global Holdings Inc.*		12,225,321		13,111,872
	422,500	Landstar System Inc.		23,505,392		24,386,700
		Total Industrials		248,111,919		270,052,822
		This sector is 8.8% above your Fund’s cost.
INFORMATION TECHNOLOGY
		Application Software - 3.4%
	355,500	Autodesk Inc.*		14,964,233		15,044,760
	2,132,900	Cadence Design Systems Inc.*		23,726,214		25,253,536
	258,505	Mentor Graphics Corp.*		3,537,444		3,841,384
		Communications Equipment - 5.4%
	225,700	ADTRAN Inc.		7,821,143		7,039,583
	1,263,800	Cisco Systems Inc.		23,146,800		26,729,370
	534,100	Qualcomm Inc.		29,202,274		36,329,482
		Computer Hardware - 7.5%
	139,484	Apple Inc.*		35,725,848		83,616,473
	365,000	Diebold Inc.		11,723,958		14,059,800
		Computer Storage & Peripherals - 1.8%
	182,100	Fusion-io Inc.*		4,694,628		5,173,461
	667,900	Seagate Technology PLC		11,324,219		17,999,905
		Data Processing & Outsourced Services - 6.3%
	108,038	FleetCor Technologies Inc.*		3,546,874		4,188,633
	590,900	Jack Henry & Associates Inc.		19,434,161		20,161,508
	847,200	Vantiv Inc.*		15,084,323		16,630,536
	769,190	VeriFone Systems Inc.*		29,741,909		39,897,886
		Internet Software & Services - 2.6%
	910,600	eBay Inc.*		29,566,696		33,592,034
		IT Consulting & Other Services - 2.3%
	471,200	Accenture PLC		26,859,840		30,392,400
		Semiconductors - 2.9%
	428,400	Broadcom Corp.		15,787,544		16,836,120
	243,700	Mellanox Technologies Ltd*		7,641,249		10,193,971
	541,500	OmniVision Technologies Inc.*		9,578,807		10,830,000
		Total Information Technology		323,108,164		417,810,842
		This sector is 29.3% above your Fund’s cost.

8

Brandywine Fund, Inc.

Schedule of Investments (Continued)

March 31, 2012 (Unaudited)

Shares			Cost		Value
Common Stocks - 98.3% (a) (Continued)
MATERIALS
		Diversified Chemicals - 2.0%
	617,600	Cabot Corp.	$	25,397,560	$	26,359,168
		Precious Metals & Minerals - 1.2%
	1,245,600	Stillwater Mining Co.*		14,453,380		15,744,384
		Steel - 1.3%
	335,000	Carpenter Technology Corp.		13,221,446		17,497,050
		Total Materials		53,072,386		59,600,602
		This sector is 12.3% above your Fund’s cost.
		Total common stocks		1,095,412,188		1,277,973,101
Principal
Amount
Short-Term Investments - 2.4% (a)
		Commercial Paper - 2.3%
$	29,900,000	Prudential Funding, LLC,
		due 04/02/12, discount of 0.10%		29,899,917		29,899,917
		Variable Rate Demand Note - 0.1%
	1,269,331	American Family Financial
		Services, 0.10%		1,269,331		1,269,331
		Total short-term investments		31,169,248		31,169,248
		Total investments - 100.7%	$	1,126,581,436		1,309,142,349
		Liabilities, less
		other assets - (0.7%) (a)				(9,068,637	)
		TOTAL NET ASSETS - 100.0%			$	1,300,073,712

(a) Percentages for the various classifications relate to net assets.

* Non-dividend paying security.

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

Statement of Operations

For the Six Months Ended March 31, 2012 (Unaudited)

Income:
Dividends	$	4,068,440
Interest		16,768
Total income		4,085,208
Expenses:
Management fees		6,665,936
Transfer agent fees		344,764
Printing and postage expense		97,027
Administrative and accounting services		79,200
Board of Directors fees and expenses		64,078
Custodian fees		48,938
Professional fees		38,589
Registration fees		25,971
Insurance expense		23,460
Other expenses		4,950
Total expenses		7,392,913
Net Investment Loss		(3,307,705	)
Net Realized Loss on Investments		(31,303,869	)
Net Increase in Unrealized Appreciation on Investments		275,404,701
Net Gain on Investments		244,100,832
Net Increase in Net Assets Resulting From Operations	$	240,793,127

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

9

Brandywine Fund, Inc.

Statements of Changes in Net Assets

For the Six Months Ended March 31, 2012 (Unaudited)

and for the Year Ended September 30, 2011

	2012			2011
Operations:
Net investment loss	$	(3,307,705	)	$	(6,541,486	)
Net realized (loss) gain on investments		(31,303,869	)		317,490,769
Net increase (decrease) in unrealized appreciation on investments		275,404,701			(266,737,876	)
Net increase in net assets resulting from operations		240,793,127			44,211,407
Fund Share Activities:
Proceeds from shares issued (1,504,123 and 7,644,065 shares, respectively)		36,047,781			196,448,187
Cost of shares redeemed (13,488,242 and 24,862,946 shares, respectively)		(313,638,136	)		(659,542,217	)
Net decrease in net assets derived from Fund share activities		(277,590,355	)		(463,094,030	)
Total Decrease		(36,797,228	)		(418,882,623	)
Net Assets at the Beginning of the Period		1,336,870,940			1,755,753,563
Net Assets at the End of the Period	$	1,300,073,712		$	1,336,870,940

  (Includes undistributed net investment income of $0 and $0, respectively)

Financial Highlights

(Selected data for each share of the Fund outstanding throughout each period)

	For the Six Months
	Ended March 31, 2012			Years Ended September 30,
	(Unaudited)			2011			2010			2009			2008			2007
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period	$	21.38		$	22.02		$	21.11		$	26.86		$	40.98		$	32.27
Income from investment operations:
Net investment loss(1)		(0.06	)		(0.09	)		(0.07	)		(0.05	)		(0.18	)		(0.19	)
Net realized and unrealized gains (losses)
on investments		4.40			(0.55	)		0.98			(5.59	)		(8.72	)		9.15
Total from investment operations		4.34			(0.64	)		0.91			(5.64	)		(8.90	)		8.96
Less distributions:
Distributions from net investment income		—			—			—			—			—			—
Distributions from net realized gains		—			—			—			(0.11	)		(5.22	)		(0.25	)
Total from distributions		—			—			—			(0.11	)		(5.22	)		(0.25	)
Net asset value, end of period	$	25.72		$	21.38		$	22.02		$	21.11		$	26.86		$	40.98
TOTAL RETURN		20.30	%(a)		(2.91	%)		4.31	%		(20.98	%)		(25.16	%)		27.90	%
Ratios/Supplemental Data:
Net assets, end of period (in 000’s $)		1,300,074			1,336,871			1,755,754			2,281,681			3,421,787			4,851,268
Ratio of expenses to average net assets		1.11	%(b)		1.09	%		1.11	%		1.10	%		1.08	%		1.08	%
Ratio of net investment loss
to average net assets		(0.50	%)(b)		(0.36	%)		(0.33	%)		(0.25	%)		(0.54	%)		(0.54	%)
Portfolio turnover rate		121	%(a)		234	%		225	%		239	%		210	%		162	%

(1)	Net investment loss per share was calculated using average shares outstanding.
(a)	Not Annualized.
(b)	Annualized.

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

10

Definitions and Disclosures

Must be preceded or accompanied by a prospectus. Please refer to the prospectus for important information about the investment company, including investment objectives, risks, charges and expenses.

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Funds invest in mid-cap companies, which involve additional risks such as limited liquidity and greater volatility. Investments in foreign securities, even though publicly traded in the United States, may involve risks which are in addition to those inherent in domestic investments. Current and future portfolio holdings are subject to risk.

Fund holdings and sector weightings are subject to change at any time and are not recommendations to buy or sell any securities. Securities discussed were not held by the Funds as of March 31, 2012, unless listed in the accompanying schedules of investments. Book Value is the net asset value of a company, calculated by subtracting total liabilities from total assets. Earnings growth rates quoted for the Funds refer solely to the estimated earnings growth rates of the average investment holding of the Funds based on consensus estimates from Baseline Financial Services, Inc. (Baseline) and not to the actual performance of the Funds themselves. Baseline provides analytical information and services to the investment community.

The Russell 1000, Russell 1000 Growth, Russell 3000, Russell 3000 Growth and S&P 500 Indexes are unmanaged indexes commonly used to measure the performance of U.S. stocks. You cannot invest directly in an index. As of March 31, 2012, the Russell 1000 Index’s average annual total returns for 1, 5 and 10 years were 7.86, 2.19 and 4.53 percent; the Russell 1000 Growth Index’s were 11.02, 5.10 and 4.28 percent; the Russell 3000 Index’s were 7.18, 2.18 and 4.67 percent; the Russell 3000 Growth Index’s were 10.14, 5.02 and 4.42 percent; and the S&P 500 Index’s were 8.54, 2.01 and 4.12 percent.

Brandywine Blue Fund

Statement of Assets and Liabilities

March 31, 2012 (Unaudited)

Assets:
Investments in securities, at value (cost $1,163,859,067)	$	1,400,771,360
Receivable from investments sold		45,895,721
Receivable from shareholders for purchases		1,158,100
Dividends and interest receivable		307,407
Cash		126,928
Total assets	$	1,448,259,516
Liabilities:
Payable for investments purchased	$	59,588,389
Payable to shareholders for redemptions		2,051,291
Payable to adviser for management fees		1,167,758
Other liabilities		355,687
Total liabilities		63,163,125
Net Assets:
Capital Stock, $0.01 par value; 500,000,000 shares authorized; 51,456,691 shares outstanding		2,360,634,478
Net unrealized appreciation on investments		236,912,293
Accumulated net realized loss on investments		(1,212,450,380	)
Net assets		1,385,096,391
Total liabilities and net assets	$	1,448,259,516
Calculation of net asset value per share:
Net asset value, offering and redemption price per share ($1,385,096,391 ÷ 51,456,691 shares outstanding)	$	26.92

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

11

Brandywine Blue Fund

Schedule of Investments

March 31, 2012 (Unaudited)

Shares			Cost		Value
Common Stocks - 97.2% (a)
CONSUMER DISCRETIONARY
		Apparel, Accessories & Luxury Goods - 4.3%
	267,800	Coach Inc.	$	15,820,558	$	20,695,584
	264,250	VF Corp.		27,930,878		38,575,215
		Auto Parts & Equipment - 5.9%
	549,600	BorgWarner Inc.*		33,678,431		46,353,264
	1,068,300	Johnson Controls Inc.		35,820,541		34,698,384
		Automobile Manufacturers - 3.0%
	3,360,500	Ford Motor Co.		40,302,263		41,972,645
		Broadcasting - 2.2%
	664,700	Discovery Communications Inc.*		25,274,174		31,161,136
		Home Improvement Retail - 1.9%
	828,800	Lowe’s Companies Inc.		24,304,002		26,007,744
		Home Furnishing Retail - 2.7%
	570,100	Bed Bath & Beyond Inc.*		34,199,772		37,495,477
		Hotels, Resorts & Cruise Lines - 2.4%
	578,100	Starwood Hotels & Resorts
		Worldwide Inc.		31,700,661		32,610,621
		Total Consumer Discretionary		269,031,280		309,570,070
		This sector is 15.1% above your Fund’s cost.
CONSUMER STAPLES
		Drug Retail - 2.5%
	772,700	CVS Caremark Corp.		33,252,826		34,616,960
		Household Products - 0.5%
	154,100	Church & Dwight Co. Inc.		6,587,087		7,580,179
		Total Consumer Staples		39,839,913		42,197,139
		This sector is 5.9% above your Fund’s cost.
ENERGY
		Oil & Gas Equipment & Services - 3.8%
	494,000	National Oilwell Varco Inc.		38,535,001		39,258,180
	872,000	Weatherford International Ltd.*		13,345,027		13,158,480
		Oil & Gas Exploration & Production - 8.8%
	473,600	Anadarko Petroleum Corp.		38,816,521		37,101,824
	460,300	Pioneer Natural Resources Co.		37,851,742		51,364,877
	630,500	Whiting Petroleum Corp.*		30,639,898		34,236,150
		Total Energy		159,188,189		175,119,511
		This sector is 10.0% above your Fund’s cost.
FINANCIALS
		Investment Banking & Brokerage - 2.6%
	1,842,500	Morgan Stanley		35,535,044		36,186,700
		Total Financials		35,535,044		36,186,700
		This sector is 1.8% above your Fund’s cost.
HEALTH CARE
		Biotechnology - 3.3%
	581,800	Celgene Corp.*		30,503,909		45,101,136
		Life Sciences Tools & Services - 2.1%
	666,300	Agilent Technologies Inc.*		21,918,810		29,657,013
		Managed Health Care - 2.4%
	565,800	UnitedHealth Group Inc.		31,543,656		33,348,252
		Total Health Care		83,966,375		108,106,401
		This sector is 28.7% above your Fund’s cost.
INDUSTRIALS
		Construction & Engineering - 2.4%
	555,000	Fluor Corp.		33,735,607		33,322,200
		Industrial Machinery - 2.4%
	793,300	Ingersoll-Rand PLC		31,812,347		32,802,955
		Railroads - 2.8%
	552,409	Kansas City Southern*		30,825,830		39,602,201
		Trucking - 2.6%
	2,394,600	Hertz Global Holdings Inc.*		32,054,710		36,014,784
		Total Industrials		128,428,494		141,742,140
		This sector is 10.4% above your Fund’s cost.
INFORMATION TECHNOLOGY
		Application Software - 2.0%
	654,300	Autodesk Inc.*		27,605,644		27,689,976
		Communications Equipment - 6.6%
	1,920,200	Cisco Systems Inc.		35,402,253		40,612,230
	751,200	Qualcomm Inc.		41,623,056		51,096,624
		Computer Hardware - 7.9%
	181,500	Apple Inc.*		29,784,624		108,803,806
		Computer Storage & Peripherals - 5.1%
	1,565,400	EMC Corp.*		34,491,479		46,774,152
	871,900	Seagate Technology PLC		14,200,608		23,497,705
		Internet Software & Services - 3.9%
	1,449,100	eBay Inc.*		46,537,532		53,457,299
		IT Consulting & Other Services - 5.4%
	715,000	Accenture PLC		40,894,606		46,117,500
	140,160	International Business
		Machines Corp.		29,273,874		29,244,384
		Semiconductors - 4.3%
	667,300	Broadcom Corp.		24,523,025		26,224,890
	2,183,700	NVIDIA Corp.*		32,855,285		33,607,143
		Systems Software - 2.7%
	583,900	Check Point Software
		Technologies Ltd.*		26,623,920		37,276,176
		Total Information Technology		383,815,906		524,401,885
		This sector is 36.6% above your Fund’s cost.

12

Brandywine Blue Fund

Schedule of Investments (Continued)

March 31, 2012 (Unaudited)

Shares			Cost		Value
Common Stocks - 97.2% (a) (Continued)
MATERIALS
		Fertilizers & Agricultural Chemicals - 0.7%
	167,900	The Mosaic Co.	$	9,889,542	$	9,283,190
		Total Materials		9,889,542		9,283,190
		This sector is 6.1% below your Fund’s cost.
		Total common stocks		1,109,694,743		1,346,607,036
Principal
Amount
Short-Term Investments - 3.9% (a)
		Commercial Paper - 3.7%
$	52,000,000	Prudential Funding, LLC,
		due 04/02/12, discount of 0.10%		51,999,856		51,999,856
		Variable Rate Demand Note - 0.2%
	2,164,468	American Family Financial
		Services, 0.10%		2,164,468		2,164,468
		Total short-term investments		54,164,324		54,164,324
		Total investments - 101.1%	$	1,163,859,067		1,400,771,360
		Liabilities, less
		other assets - (1.1%) (a)				(15,674,969	)
		TOTAL NET ASSETS - 100.0%			$	1,385,096,391

(a) Percentages for the various classifications relate to net assets.

* Non-dividend paying security.

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

Statement of Operations

For the Six Months Ended March 31, 2012 (Unaudited)

Income:
Dividends	$	3,840,930
Interest		35,721
Total income		3,876,651
Expenses:
Management fees		7,011,875
Transfer agent fees		796,428
Printing and postage expense		457,054
Administrative and accounting services		72,156
Board of Directors fees and expenses		63,852
Registration fees		45,445
Custodian fees		43,364
Professional fees		38,825
Insurance expense		25,680
Other expenses		4,357
Total expenses		8,559,036
Net Investment Loss		(4,682,385	)
Net Realized Gain on Investments		96,225,278
Net Increase in Unrealized Appreciation on Investments		231,724,825
Net Gain on Investments		327,950,103
Net Increase in Net Assets Resulting From Operations	$	323,267,718

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

13

Brandywine Blue Fund

Statements of Changes in Net Assets

For the Six Months Ended March 31, 2012 (Unaudited)

and for the Year Ended September 30, 2011

	2012			2011
Operations:
Net investment loss	$	(4,682,385	)	$	(8,129,716	)
Net realized gain on investments		96,225,278			216,689,924
Net increase (decrease) in unrealized appreciation on investments		231,724,825			(171,710,740	)
Net increase in net assets resulting from operations		323,267,718			36,849,468
Fund Share Activities:
Proceeds from shares issued (2,977,249 and 15,420,697 shares, respectively)		72,674,261			387,493,439
Cost of shares redeemed (20,708,251 and 40,706,584 shares, respectively)		(498,362,869	)		(994,416,731	)
Net decrease in net assets derived from Fund share activities		(425,688,608	)		(606,923,292	)
Total Decrease		(102,420,890	)		(570,073,824	)
Net Assets at the Beginning of the Period		1,487,517,281			2,057,591,105
Net Assets at the End of the Period	$	1,385,096,391		$	1,487,517,281
(Includes undistributed net investment income of $0 and $0, respectively)

Financial Highlights

(Selected data for each share of the Fund outstanding throughout each period)

	For the Six Months
	Ended March 31, 2012			Years Ended September 30,
	(Unaudited)			2011			2010			2009			2008			2007
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period	$	21.50		$	21.78		$	20.67		$	23.86		$	38.18		$	31.15
Income from investment operations:
Net investment (loss) income(1)		(0.08	)		(0.10	)		(0.06	)		0.04			(0.07	)		(0.02	)
Net realized and unrealized gains (losses)
on investments		5.50			(0.18	)		1.24			(3.23	)		(10.38	)		8.15
Total from investment operations		5.42			(0.28	)		1.18			(3.19	)		(10.45	)		8.13
Less distributions:
Distributions from net investment income		—			—			(0.07	)		—			—			—
Distributions from net realized gains		—			—			—			—			(3.87	)		(1.10	)
Total from distributions		—			—			(0.07	)		—			(3.87	)		(1.10	)
Net asset value, end of period	$	26.92		$	21.50		$	21.78		$	20.67		$	23.86		$	38.18
TOTAL RETURN		25.21	%(a)		(1.29	%)		5.71	%		(13.37	%)		(30.70	%)		26.82	%
Ratios/Supplemental Data:
Net assets, end of period (in 000’s $)		1,385,096			1,487,517			2,057,591			2,461,907			3,323,668			3,304,281
Ratio of expenses to average net assets		1.22	%(b)		1.18	%		1.17	%		1.16	%		1.13	%		1.12	%
Ratio of net investment (loss) income
to average net assets		(0.67	%)(b)		(0.38	%)		(0.27	%)		0.21	%		(0.23	%)		(0.06	%)
Portfolio turnover rate		114	%(a)		250	%		212	%		261	%		267	%		184	%

(1)	Net investment (loss) income per share was calculated using average shares outstanding.
(a)	Not Annualized.
(b)	Annualized.

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

14

The Brandywine Funds

Notes to Financial Statements

March 31, 2012 (Unaudited)

(1)

Summary of Significant Accounting Policies

The following is a summary of significant accounting policies of Brandywine Fund, Inc. (the “Brandywine Fund”) and Brandywine Blue Fund (the “Blue Fund,” one of two Funds in a series of the Brandywine Blue Fund, Inc.) (collectively the “Funds”). Each Fund is registered as a diversified open-end management company under the Investment Company Act of 1940 (the “Act”), as amended. The assets and liabilities of each Fund are segregated and a shareholder’s interest is limited to the Fund in which the shareholder owns shares. The Brandywine Fund was incorporated under the laws of Maryland on October 9, 1985. The Blue Fund was incorpo­rated under the laws of Maryland on November 13, 1990. The investment objective of each 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. Securities that are traded on the Nasdaq Markets are valued at the Nasdaq Official Closing Price, 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. The fair value of a security may differ from the last quoted price and the Fund may not be able to sell a security at the estimated fair value. Market quotations may not be available, for example, if trading in particular securities has halted during the day and not resumed prior to the close of trading on the New York Stock Exchange. As of March 31, 2012, there were no securities that were internally fair val­ued. Short-term investments with maturities of 60 days or less are valued at amortized cost which approximates value. For financial reporting purposes, investment transactions are recorded on the trade date; however, for purposes of executing shareholder transactions, the Funds record changes in holdings of portfolio securities no later than the first business day after the trade date in accordance with Rule 2a-4 of the Act. Accordingly, certain differences between net asset value for financial reporting and for executing shareholder transactions may arise.
	The Funds adopted the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification “Fair Value Measurements and Disclosures” Topic 820 (“ASC 820”), effective October 1, 2008. Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
	In determining fair value, the Funds use various valuation approaches. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by generally requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.
	The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 –	Valuations based on unadjusted quoted prices in active markets for identical assets.
Level 2 –	Valuations based on quoted prices for similar securities or in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 –	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following table summarizes the Funds’ investments as of March 31, 2012, based on the inputs used to value them:

	Brandywine Fund		Blue Fund
Valuation Inputs	Investments in Securities		Investments in Securities
Level 1 – Common Stocks	$	1,277,973,101	$	1,346,607,036
Level 2 – Short-Term Commercial Paper		29,899,917		51,999,856
Variable Rate Demand Notes		1,269,331		2,164,468
Total Level 2		31,169,248		54,164,324
Level 3 –		—		—
Total	$	1,309,142,349	$	1,400,771,360

15

The Brandywine Funds

Notes to Financial Statements (Continued)

March 31, 2012 (Unaudited)

(1)	Summary of Significant Accounting Policies (Continued)
		It is the Funds’ policy to recognize transfers between levels at the end of the quarterly reporting period. There were no transfers between levels during the period ended March 31, 2012.
		See the Schedules of Investments for the investments detailed by industry classification.
		On May 12, 2011, the FASB issued Accounting Standards Update No. 2011-04 (“ASU No. 2011-04”) modifying ACS 820. At the same time, the International Accounting Standards Board (“IASB”) issued International Financial Reporting Standard (“IFRS”) 13, Fair Value Measurement. The objective of the FASB and IASB is convergence of their guidance on fair value measurements and disclosures. Specifically, the ASU requires reporting entities to: i) disclose the amounts of any transfers between Level 1 and Level 2 and the reasons for the transfers; ii) disclose for Level 3 fair value measurements: a) quantitative information about significant unobservable inputs used; b) a description of the valuationprocesses used bythereportingentityand; c)a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of ASU No. 2011-04 is for interim and annual periods beginning after December 15, 2011. ASU No. 2011-04 has been adopted by the Funds and there has been no material impact to the disclosures.
	(b)	Net realized gains and losses on sales of securities are computed on the identified cost basis.
	(c)	Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
	(d)	The Funds have investments in short-term variable rate demand notes, which are unsecured instruments. The Funds may be susceptible to credit risk with respect to these notes to the extent the issuer defaults on its payment obligation. The Funds’ policy is to monitor the creditworthiness of the issuer and nonperformance by these counterparties is not anticipated.
	(e)	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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.
	(f)	No provision has been made for Federal income taxes since the Funds have elected to be taxed as “regulated investment companies” and intend to distribute substantially all net investment company taxable income and net capital gains to shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies.
	(g)	The Funds have reviewed all open tax years and major jurisdictions, which include Federal and the state of Maryland, and con­cluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for exam by taxing authorities and, as of March 31, 2012, open Federal tax years include the tax years ended September 30, 2008 through 2011. The Funds have no examinations in progress and are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
	(h)	GAAP requires that permanent differences between income for financial reporting and tax purposes be reclassified in the capital accounts. For the year ended September 30, 2011 the reclassifications were as follows:

	Undistributed		Accumulated
	Net Investment		Net Realized
	Income		Loss			Paid In Capital
Brandywine Fund	$	6,541,486	$	(69	)	$	(6,541,417	)
Blue Fund		8,129,716		(506	)		(8,129,210	)

(2)	Investment Adviser and Management Agreements and Transactions With Related Parties
	Each Fund has a management agreement with Friess Associates, LLC (the “Adviser”), with whom certain Officers and a Director of the Funds are affiliated, to serve as investment adviser and manager. Under the terms of the agreements, each Fund will pay the Adviser a monthly management fee at the annual rate of one percent (1%) on the daily net assets of such Fund.
	The Adviser entered into sub-advisory agreements with its affiliate, Friess Associates of Delaware, LLC (the “Sub-Adviser”), to assist it in the day-to-day management of each of the Funds. The Adviser and, if so delegated, the Sub-Adviser supervise the investment portfolios of the Funds, directing the purchase and sale of investment securities in the day-to-day management of the Funds. The Adviser pays the Sub-Adviser a fee equal to 110% of the monthly expenses the Sub-Adviser incurs in performing its services as Sub-Adviser. This relationship does not increase the annual management fee the Funds pay to the Adviser.

16

The Brandywine Funds

Notes to Financial Statements (Continued)

March 31, 2012 (Unaudited)

(2)	Investment Adviser and Management Agreements and Transactions With Related Parties (Continued)
	The Adviser has voluntarily agreed to reimburse each Fund for expenses over 2% of the daily net assets of the Fund. No such reimbursements were required for the six months ended March 31, 2012.
	Each of the Funds currently pay the five independent directors annual fees of $23,300 each. The lead independent director and chairman of the audit committee are paid an additional $8,000 and $5,000 annually, respectively, divided proportionately among all the Funds. All of the corresponding fees the directors receive are paid quarterly to the directors and then invested on the payment date in shares of the Funds at the net asset value of the Funds on the payment date. The Funds also reimburse directors for travel costs incurred in order to attend meetings of the Board of Directors. For the six months ended March 31, 2012, the Funds expensed the following directors fees and costs:

	Brandywine		Blue
	Fund		Fund
Directors Fees and Travel Costs Paid during the Period	$	64,078	$	63,852

	Under the Funds’ organizational documents, each Director, officer, employee or other agent of the Fund (including the Funds’ in­vestment manager) is indemnified, to the extent permitted by the Act, against certain liabilities that may arise out of performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and believes the risk of loss to be remote.
	At March 31, 2012, one financial intermediary is the record owner of approximately 31% of the Blue Fund’s shares.
(3)	Credit Agreements
	U.S. Bank, N.A. has made available to each Fund a $50,000,000 unsecured credit facility pursuant to Credit Agreements effective October 28, 2011, for the purpose of having cash available to cover incoming redemptions. Principal and interest of such loan under the Credit Agreements are due not more than 20 days after the date of the loan. Amounts under the credit facilities bear interest at a rate per annum equal to the current prime rate minus one percent on the amount borrowed. During the six months ended March 31, 2012, neither Fund borrowed against their Credit Agreement. The Credit Agreements are renewable annually on October 24.
(4)	Distributions to Shareholders
	Net investment income and net realized gains, if any, are distributed to shareholders at least annually.
(5)	Investment Transactions
	For the six months ended March 31, 2012, purchases and proceeds of sales of investment securities (excluding short-term invest­ments) for the Funds were as follows:

			Sale
	Purchases		Proceeds
Brandywine Fund	$	1,593,565,543	$	1,854,159,439
Blue Fund		1,507,313,863		1,921,917,796

(6)	Income Tax Information
	The following information for the Funds is presented on an income tax basis as of September 30, 2011:

			Gross		Gross			Net Unrealized			Distributable		Distributable
	Cost of		Unrealized		Unrealized			Depreciation			Ordinary		Long-Term
	Investments		Appreciation		Depreciation			on Investments			Income		Capital Gains
Brandywine Fund	$	1,429,423,058	$	48,741,257	$	(146,728,301	)	$	(97,987,044	)	$                       —		$                       —
Blue Fund		1,544,405,817		112,038,542		(117,098,725	)		(5,060,183	)		—		—

The difference, if any, between the cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

17

The Brandywine Funds

Notes to Financial Statements (Continued)

March 31, 2012 (Unaudited)

(6)

Income Tax Information (Continued)

The tax components of dividends paid during the years ended September 30, 2011 and 2010, capital loss carryovers, which may be used to offset future capital gains, subject to Internal Revenue Code limitations (expiring in 2017 and 2018), as of September 30, 2011, and tax basis post-October losses as of September 30, 2011, which are not recognized for tax purposes until the first day of the following fiscal year are:

		September 30, 2011								September 30, 2010
		Ordinary		Long-Term		Net Capital				Ordinary		Long-Term
��		Income		Capital Gains		Loss		Post-October		Income		Capital Gains
		Distributions		Distributions		Carryovers		Losses		Distributions		Distributions
	Brandywine Fund	$	—	$	—	$	871,516,398	$	—	$	—	$	—
	Blue Fund		—		—		1,298,428,007		—		7,553,091		—

Since there were no ordinary distributions paid for the Funds’ for the year ended September 30, 2011, there were no distributions designated as qualifying for the dividends received deduction for corporate shareholders nor as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003 (unaudited).

Cost Discussion

Mutual fund shareholders incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution [and/or service] (12b-1) fees; and other fund expenses. Brandywine and Brandywine Blue do not have 12b-1 distribution fees. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Brandywine Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

In addition to the costs highlighted and described below, the only Fund transaction costs you might currently incur would be wire fees ($15 per wire), if you choose to have proceeds from a redemption wired to your bank account instead of receiving a check. Additionally, U.S. Bank charges an annual processing fee ($15) if you maintain an IRA account with the Funds. To determine your total costs of investing in the Funds, you would need to add any applicable wire or IRA processing fees you’ve incurred during the period to the costs provided in the example below.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2011 through March 31, 2012.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. While the Brandywine Funds currently do not assess sales charges, redemption or exchange fees, other funds do, and those costs will not be reflected in their expense example tables.  Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Beginning	Ending
	Account	Account	Expenses Paid
	Value	Value	During Period*
	10/01/11	3/31/12	10/01/11-3/31/12
Brandywine Actual	$1,000.00	$1,203.00	$6.11
Hypothetical (5% return before expenses)	$1,000.00	$1,019.40	$5.60
Brandywine Blue Actual	$1,000.00	$1,252.10	$6.87
Hypothetical (5% return before expenses)	$1,000.00	$1,018.90	$6.16

* Expenses are equal to the Funds’ annualized expense ratios of 1.11% and 1.22%, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period between October 1, 2011 and March 31, 2012).

18

Brandywine Funds Advisory Agreements

On December 5, 2011, the Board of Directors (“Directors”) of the Funds approved the continuation of the advisory agreements with Friess Associates, LLC (“Friess”). Prior to approving the continuation of the advisory agreements, the Directors considered:

• the nature, extent and quality of the services provided by Friess

• the investment performance of the Funds

• the costs of the services to be provided and profits to be realized by Friess from its relationship with the Funds

• the extent to which economies of scale would be realized as the Funds grow and whether fee levels reflect these economies of scale

• the expense ratios of the Funds

• other revenue to Friess and its affiliates from their relationship with the Funds

• the manner in which portfolio transactions for the Funds are conducted, including the use of soft dollars

In considering the nature, extent and quality of the services provided by Friess, the Directors reviewed a report describing the portfolio management, shareholder communication and servicing, and regulatory compliance services provided by Friess to the Funds. The Directors concluded that Friess was providing essential services to the Funds. In particular, the Directors concluded that Friess was preparing reports to shareholders in addition to those required by law and continued to generate increased written communications, at Friess’ expense, to support shareholders.

The Directors compared the performance of the Funds to benchmark indexes over various periods of time and concluded that the performance of the Funds warranted the continuation of the advisory agreements.

In concluding that the advisory fees payable by the Funds were reasonable, the Directors reviewed a report of the costs of services provided, and the profits realized by Friess from its relationship with the Funds and concluded that such profits were reasonable and not excessive. The Directors also reviewed reports comparing the expense ratios and advisory fees paid by the Funds to those paid by other comparable mutual funds and concluded that the advisory fees paid by the Funds were higher than the average advisory fees paid by comparable mutual funds, but the expense ratios of the Funds were lower than the average expense ratios of comparable mutual funds. The Directors also considered the Funds’ portfolio turnover rate and that all clients of Friess pay the same 1% advisory fee. They noted that this fee would not be adjusted if economies of scale were realized during the current contract period as the Funds grew, but did not consider that factor to be significant in light of the other factors considered, particularly the fact that the profits were reasonable and not excessive. The Directors noted that having the same fee for all clients eliminated conflicts of interest that would be present if Friess charged different fees to different clients.

Finally, the Directors reviewed reports discussing the manner in which portfolio transactions for the Funds were conducted, including the use of soft dollars. Based on these reports, the Directors concluded that the research obtained by Friess was beneficial to the Funds and that Friess was executing the Funds’ portfolio transactions in a manner designed to obtain best execution for the Funds.

Additional Director Information, Proxy Voting Policy and Quarterly Portfolio Schedules

For additional information about the Directors and Officers or for a description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities, please call (800) 656-3017 and request a Statement of Additional Information. One will be mailed to you free of charge. The Statement of Addi­tional Information is also available on the website of the Securities and Exchange Commission (the “Commission”) at http://www.sec.gov or the Funds’ website at http://www.brandywinefunds.com. Information on how the Funds voted proxies relating to portfolio securities is available on the Funds’ website or the website of the Commission no later than August 31 for the prior twelve months ending June 30. The Funds file their complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are avail­able on the Commission’s website. The Funds’ Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

19

Board of Directors

William F. D’Alonzo	C. Quentin S. Jackson	Stuart A. McFarland
CEO and CIO	Former President and CEO	Managing Partner
Friess Associates	Nuclear Electric Insurance Limited	Federal City Capital Advisors, LLC
Thomas D. Wren	Stephen M. Wynne	James W. Zug
Former Senior Advisor	Former CEO	Former Senior Partner
Promontory Financial Group, LLC	BNY Mellon, U.S. Funds Services	PricewaterhouseCoopers LLP

		The Brandywine Funds P.O. Box 4166 Greenville, DE 19807 (800) 656-3017 www.brandywinefunds.com bfunds@friess.com
Foster S. Friess
Founder

Investment Adviser: Friess Associates, LLC	Administrator, Accountant & Transfer Agent: U.S. Bancorp Fund Services, LLC
Investment Sub-Adviser: Friess Associates of Delaware, LLC	Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP
Custodian: U.S. Bank, N.A.	Distributor: Quasar Distributors, LLC
Legal Counsel: Foley & Lardner LLP

Officers: William D’Alonzo, Chairman and President;

Joseph Fields, Vice President; Scott Gates, Vice President;

Gordon Kaiser, Vice President and Treasurer; David Marky, Chief Compliance Officer and Vice President; Colleen Rowley, Secretary

Report Editor: Chris Aregood     Report Staff: David Marky, Adam Rieger

4/12

20

Item 2. Code of Ethics.

Not applicable for semi-annual reports.                                                                           

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Schedule of Investments.

(a)   The Schedule of Investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1 of this Form.

(b)   Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities By Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

None.

Item 11. Controls and Procedures.

(a)   The Registrant’s disclosure controls and procedures are periodically evaluated.  As of April 19, 2012, the date of the last evaluation, the Registrant’s officers have concluded that the Registrant’s disclosure controls and procedures are adequate.

(b)   The Registrant’s internal controls are periodically evaluated.  There were no changes in the Registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, such controls.

Item 12. Exhibits.

(a)   (1) Any code of ethics or amendment thereto.  Notapplicable.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b)   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.

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.

Brandywine Fund, Inc.

Registrant

By       /s/William F. D’Alonzo

    William F. D’Alonzo, President, Principal Executive Officer

Date     April 19, 2012

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.

Brandywine Fund, Inc.

Registrant

By       /s/William F. D’Alonzo

    William F. D’Alonzo, President, Principal Executive Officer

Date     April 19, 2012

Brandywine Fund, Inc.

Registrant

By       /s/Gordon Kaiser

    Gordon Kaiser, Treasurer, Principal Financial Officer

Date     April 19, 2012