May 11, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice of Nicholas Fund, Inc.
File No. 2-30447
Gentlemen:
Pursuant to Section 24 of the Investment Company Act of
1940, as amended, and Rule 24f-2 thereunder, this letter
constitutes the "Rule 24f-2 Notice" of Nicholas Fund, Inc.
(the "Fund"), relating to the sale of common stock of the
Fund, $0.50 par value per share (the "Shares"), during the
fiscal year ended March 31, 1995:
Number of Shares registered under the
Securities Act of 1933, other than pursuant
to Rule 24f-2, which remained undersold at
the beginning of the fiscal years: -0-
Number of Shares registered during the fiscal
year other than pursuant to Rule 24f-2: -0-
Number of Shares sold during the fiscal year
other than pursuant to Rule 24f-2: -0-
Number of Shares sold during the fiscal year
in reliance upon Rule 24f-2: 8,400,287
Enclosed herewith are (I) the opinion of counsel
required under paragraph (6) of Rule 24f-2. A wire payable
to the Securities and Exchange Commission in the amount of
$100.00 to cover the minimum filing fee required under
paragraph (c) of Rule 24f-2 has been sent. Such filing fee
has been determined as follows:
Aggregate sales price of 8,400,287 Shares sold during
fiscal year: $414,509,110.00
Less: Aggregate sales price of 8,417,904 Shares
redeemed during fiscal year: $424,829,482.00
---------------
($10,320,372.00)
Fee: Minimum Fee - $100
Very truly yours,
Nicholas Fund, Inc.
/s/ Jeffrey T. May
______________________
Jeffrey T. May
Vice President and Treasurer
May 22, 1995
The Board of Directors
Nicholas Fund, Inc.
700 North Water Street
Milwaukee, WI 53202
Gentlemen:
We have acted as counsel to Nicholas Fund, Inc.
("Fund"), a Maryland corporation registered as an open-
end investment management company under Section 8 of the
Investment Company Act of 1940, as amended ("Investment
Company Act"), in connection with the preparation and
filing of (I) a registration statement on Form N-1A and
forty one (41) post-effective amendments thereto
("Registration Statement"), relating to the registration
of the common stock of the Fund, #0.50 par value per
share ("Shares"), under the Securities Act of 1933, as
amended ("Securities Act"), (ii) a declaration relating
to the election of the Fund to register an indefinite
number of Shares under the Securities Act, pursuant to
Section 24 of the Investment Company Act and Rule 24f-2
thereunder ("Rule 23f-2") and (iii) a notice dated May
22, 1995, relating to those Shares sold by the Fund
during its fiscal year ended March 31, 1995, making
definite in number the registration of such Shares under
the Securities Act, pursuant to paragraph (b) of Rule
23f-2 ("Rule 24f-2 Notice").
We have reviewed the Articles of Incorporation and
Bylaws of the Fund, the Registration Statement and the
Rule 24f-2 Notice; we have also reviewed such corporate
records and other documents and have made such
examinations of law as we have considered relevant.
Based upon the foregoing, we are of the opinion
that the Shares sold during the Fund's fiscal year ended
March 31, 1994, the registration of which will be made
definite in number under the Securities Act upon filing
of the Rule 24f-2 Notice with the Securities and Exchange
Commission, were duly authorized, legally issued, fully
paid and non-assessable.
We consent to the use of this opinion in connection
with the Rule 24f-2 Notice, including the filing hereof
with the Securities and Exchange Commission and the
securities administrators of the various states.
Very truly yours,
DAVIS & KUELTHAU, S.C.
