SEQUOIA FUND INC
N-30D, 1997-02-28
Previous: AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D, 24F-2NT/A, 1997-02-28
Next: SEQUOIA FUND INC, NSAR-B, 1997-02-28






<PAGE>

SEQUOIA FUND, INC.
ANNUAL REPORT
December 31, 1996



<PAGE>

LETTER FROM THE CHAIRMAN

Dear Shareholder:

    Sequoia Fund's results for the fourth quarter and full year
1996 are shown below with comparable results for the leading
market indexes:

                             Sequoia   Dow Jones     Standard &
1996                         Fund      Industrials   Poor's 500

Fourth Quarter                +7.4%     +10.2%         +8.3%
Year                          21.7       28.8          23.0

      As shown above, 1996 was yet another surprisingly strong
year for U.S. stock markets and for Sequoia Fund also.  You will
recall that 1995 results were even more dazzling, with the Fund
and the S&P 500 up 41% and 38%, respectively.  In fact, as I
write this letter, Sequoia is up an additional 10% year to date
1997 compared to a gain of about 9% for the S&P 500.  

    As your longtime Chairman, I think this might be an
appropriate time to step back and reflect on what our goals were
when we started the firm which manages Sequoia and measure the
degree to which we have achieved those goals.

    In a memo written in 1969, we stated that we wanted to do
only one thing -- strive for excellence in money management by
having the principals concentrate on security analysis and use
the results of their own research, as opposed to using outside
research, to manage portfolios themselves rather than separate
the task between the "research department" and the "portfolio
managers".  Rick Cunniff and I had been doing research and
investing in this fashion for over fifteen years at that time.

      This approach is still unusual on Wall Street, some 28
years later.  Typically, people start out their careers in an
"analyst" function but aspire to get promoted to the more
prestigious "portfolio manager" designation which is considered
to be a distinct and higher function.  To the contrary, we have
always believed that if you are truly a long term investor, the
analyst function is paramount and portfolio management follows
naturally.  While we don't go in much for titles at our firm, if
we did, my business card would read "Bill Ruane, Research
Analyst". 

    Rick and I are designated in most publications as the
specific managers of Sequoia.  However, many people are aware
that Bob Goldfarb joined us in 1971, the year after Sequoia was
born, and that his name deserves equal billing.  From day one,
Bob's creativity, financial capability and judgment have made him


                                2



<PAGE>

a key person at Ruane, Cunniff & Co., Inc., and therefore at
Sequoia.  Bob has been a major shareholder of the management
company for some time.  He helped pave the way to any success we
may have had in the past and at the present age of 52 will
provide the leadership in research excellence which we strive to
achieve for many years to come.  

    Fourteen years ago, our firm's research ability was further
enhanced in a major way by the arrival of Carley Cunniff at our
firm.  Carley, who just happens to be the daughter of Rick
Cunniff, had come to my attention a number of years earlier prior
to her graduation from Harvard Business School when the head of a
major Wall Street investment bank called me to see if I could
influence her to accept a job at his firm instead of at a
competitor's.  After a number of years in investment banking
where she became expert at tearing apart balance sheets and
income statements, Carley decided the search for undervalued
stocks was more interesting than mergers and acquisitions.  She
joined us in what was one of our finest acquisitions.  Carley is
deeply involved in selecting and analyzing the companies we have
under consideration and in monitoring the progress of the
companies we own.  

    I have designated Bob Goldfarb in my will as the trustee and
money manager for essentially all of the personal finances of my
wife and family in total confidence that he will provide both
outstanding prudence and sound growth of capital for them.  The
common stock portion of my family's investment accounts is almost
entirely invested in Sequoia.  Further, I have also named Carley
as successor trustee to Bob.  I do not believe the future of the
firm and the security of my family could be in finer hands.

    Twelve years ago, Greg Alexander joined us out of Yale where,
despite his economics degree, it appears he spent most of his
time reading annual reports.  He is highly creative and still
spends at least eight hours a day consuming annual reports.  I
don't know anyone who processes more ideas with greater
analytical depth and he is excellent at cutting through to the
heart of an issue.  He is a master of chewing through immense
detail to reach original insights and judgments about our
portfolio companies.

    Another major addition to our firm came three years ago in
the person of Jon Brandt.  Jon combines warm humor and a low-key,
pleasant personality with a computer-like mind.  Jon reviews the
earnings reports of our companies with x-ray scrutiny and in very
short order focuses in on the economic reality behind the
accounting numbers, with insights that a typical analyst may or
may not attain in a week of study.  He has had a major impact on
the selection and composition of our portfolio holdings from the
day he arrived.


                                3



<PAGE>

    Rounding out our research team are four highly discerning
analysts, Kirk Hosfelt, Andy Kneeter, Paul Lountzis and Tania
Pouschine, who work hand in hand with us with a primary focus on
developing an in-depth qualitative understanding of the products,
organizations and managements of our portfolio companies. Tania
is particularly astute in the thoughtful appraisal of company
managements and Kirk excels in getting at the nuts and bolts of
how a business really works.  Andy and Paul do an outstanding job
concentrating on developing extensive business information
sources to shed light on key business issues.

       If you were to ask any company in which we have invested,
they would point out that over any year's time they have met with
searching questions from just about every one of the ten of us.
When we have the seed of a good idea, we all work on it and try
to cover the facts like "the dew covers Dixie".  We believe that
truth is in the details and this intensive research on stock
ideas is of immense importance in avoiding big mistakes and
developing the positive convictions required to own and hold
concentrated investment positions.

      The product of this ongoing research effort is our current
portfolio which we regard as among the finest group of companies
we have ever owned.  This qualitative assessment is supported
quantitatively by the underlying statistics for the aggregate
portfolio, including a return on equity in excess of 20% with an
ability to reinvest significant retained earnings at attractive
rates of growth.  This latter factor has tremendous value in a
time of 6 1/2% money. 

       Our enthusiasm for the portfolio is tempered only by its
current level of valuation.  Two years ago, we were equally
enthusiastic about the companies and their stocks.  In the
ensuing period, the companies performed exceptionally well while
their stocks performed even better.  As economist Herbert Stein
observed, if something cannot go on forever it will not.  It
would not surprise us, therefore, if these businesses performed
better than their stocks over the next several years.















                                4



<PAGE>

    I am proud of the depth and intensity of our research effort.
It is the cornerstone of the careful management of your money.
We've come a long way since Rick and I declared all signals go in
starting our firm.  Finally, and thankfully, the two of us need
not be in shape for a decathlon to do careful research, and as
long as our health remains as good as it is we will continue to
do our best to contribute to the team.

                                        Sincerely,


                                        William J. Ruane

February 18, 1997







































                                5



<PAGE>

                       SEQUOIA FUND, INC.

        ILLUSTRATION OF AN ASSUMED INVESTMENT OF $ 10,000
       With Income Dividends Reinvested and Capital Gains
                Distributions Accepted in Shares

The table below covers the period from July 15, 1970 (the date
Fund shares were first offered to the public) to December 31,
1996.  This period was one of widely fluctuating common stock
prices.  The results shown should not be considered as a
representation of the dividend income or capital gain or loss
which may be realized from an investment made in the Fund today.

                   Value of    Value of     Value of
                   Initial    Cumulative   Cumulative    Total
                   $10,000     Capital     Reinvested   Value of
PERIOD ENDED:    Investment  Distributions Dividends     Shares
- ------------     ----------  ------------- ----------   ---------

July 15, 1970      $10,000          $0            $0     $10,000
May 31, 1971        11,750           0           184      11,934
May 31, 1972        12,350         706           451      13,507
May 31, 1973         9,540       1,118           584      11,242
May 31, 1974         7,530       1,696           787      10,013
May 31, 1975         9,490       2,137         1,698      13,325
May 31, 1976        12,030       2,709         2,654      17,393
May 31, 1977        15,400       3,468         3,958      22,826
Dec. 31, 1977       18,420       4,617         5,020      28,057
Dec. 31, 1978       22,270       5,872         6,629      34,771
Dec. 31, 1979       24,300       6,481         8,180      38,961
Dec. 31, 1980       25,040       8,848        10,006      43,894
Dec. 31, 1981       27,170      13,140        13,019      53,329
Dec. 31, 1982       31,960      18,450        19,510      69,920
Dec. 31, 1983       37,110      24,919        26,986      89,015
Dec. 31, 1984       39,260      33,627        32,594     105,481
Dec. 31, 1985       44,010      49,611        41,354     134,975
Dec. 31, 1986       39,290      71,954        41,783     153,027
Dec. 31, 1987       38,430      76,911        49,020     164,361
Dec. 31, 1988       38,810      87,760        55,946     182,516
Dec. 31, 1989       46,860     112,979        73,614     233,453
Dec. 31, 1990       41,940     110,013        72,633     224,586
Dec. 31, 1991       53,310     160,835       100,281     314,426
Dec. 31, 1992       56,660     174,775       112,428     343,863
Dec. 31, 1993       54,840     213,397       112,682     380,919
Dec. 31, 1994       55,590     220,943       117,100     393,633
Dec. 31, 1995       78,130     311,266       167,129     556,525
Dec. 31, 1996       88,440     397,099       191,967     677,506






                                6



<PAGE>

The total amount capital gains distributions accepted in shares
was $206,031, the total amount of dividends reinvested was
$80,792.

No adjustment has been made for any taxes payable by shareholders
on capital gain distributions and dividends reinvested in shares.















































                                7



<PAGE>

                       SEQUOIA FUND, INC.
                    Statement of Investments
                        December 31, 1996

COMMON STOCKS (91.85%)

                                                        Value
Shares                                   Cost           (Note 1)
- ------                                   ----           --------

           BANK HOLDING COMPANIES (18.42%)
2,761,050  Fifth Third Bancorp       $ 92,765,943  $ 173,428,453
2,100,000  First Bank Systems, Inc.    80,610,090    143,325,000
  225,000  Mercantile Bankshares
             Corporation                3,475,625      7,200,000
  298,700  National Commerce Bancorp    7,406,981     11,425,275
  160,000  Regions Financial Corporation5,348,750      8,270,000
  479,900  Wells Fargo & Company      119,285,679    129,453,025
                                     ------------   ------------
                                      308,893,068    473,101,753
                                     ------------   ------------

           CONSUMER PRODUCTS (.26%)
  339,200  Sturm, Ruger & Company, Inc.   361,700      6,572,000
                                      -----------   ------------
           FINANCIAL SERVICES (27.93%)
   21,034  Berkshire Hathaway Inc.*   165,788,581    717,259,400
                                     ------------   ------------
           INSURANCE (11.54%)
4,400,000  Progressive Corporation-
           Ohio+                     150,092,362     296,450,000
                                     ------------   ------------
           MANUFACTURING - MOTORCYCLES (4.56%)
2,490,600  Harley Davidson, Inc.      66,707,726     117,058,200
                                     ------------   ------------
           MOTION PICTURES & VIDEO
             PRODUCTION (4.23%)
1,560,924  The Walt Disney Company    63,866,333     108,679,334
                                     ------------   ------------
           PERSONAL CREDIT (2.20%)
  613,400  Household International Inc.23,103,672     56,586,150
                                     ------------   ------------
           PHARMACEUTICALS (5.35%)
2,760,000  Johnson & Johnson           55,292,183    137,310,000
                                     ------------   ------------

           SERVICES (15.22%)
3,550,000  Federal Home Loan Mortgage





                                8



<PAGE>

             Corporation               58,732,552    390,943,750
                                     ------------  -------------

           Miscellaneous Securities
             (2.14%)                   48,739,496     54,924,000
                                     ------------   ------------

           TOTAL COMMON STOCKS      $ 941,577,673 $2,358,884,587
                                     ------------  -------------












































                                9



<PAGE>

                       SEQUOIA FUND, INC.
                    Statement of Investments
                        December 31, 1996
                           (continued)
  
Principal                                             Value 
Amount                                  Cost          (Note 1)
- ---------                               ----          -------

U.S. GOVERNMENT OBLIGATIONS(8.15%)
$  4,700,000 U.S. Treasury Bills due
             1/23/97                 $ 4,685,639     $ 4,685,639
  54,000,000 U.S. Treasury Notes,
             5-7/8% due 7/31/97       54,085,309      54,151,875
 150,000,000 U.S. Treasury Notes,
             6% due 5/31/98          149,533,364     150,539,062
                                     -----------     -----------
  TOTAL U.S. GOVERNMENT OBLIGATIONS 208,304,312      209,376,576
                                     -----------     -----------
  TOTAL INVESTMENTS (100%)++      $1,149,881,985  $2,568,261,163
                                  ==============  ==============

++ The cost for federal income tax purposes is identical.
*  Non-income producing.
+  Refer to Note 7.

                       SEQUOIA FUND, INC.
               Statement of Assets and Liabilities
                        December 31, 1996

ASSETS:

Investments in securities, at value
  (cost $1,149,881,985) (Note 1)             $2,568,261,163

Cash on deposit with custodian                    2,608,151

Receivable for capital stock sold                 9,728,786

Dividends and interest receivable                 3,247,129

Other assets                                         42,187
                                             --------------
     Total assets                             2,583,887,416
                                             ==============








                               10



<PAGE>

LIABILITIES:

Payable for capital stock repurchased               705,156

Accrued expenses                                  2,183,763
                                              -------------
     Total liabilities                            2,888,919
                                              -------------

Net assets applicable to 29,185,056
shares of capital stock outstanding 
(Note 4)                                     $2,580,998,497
                                             ==============

Net asset value, offering price and
redemption price per share                           $88.44
                                                     ======



               See Notes to Financial Statements.
































                               11



<PAGE>

                       SEQUOIA FUND, INC.
                     Statement of Operations
                  Year Ended December 31, 1996


INVESTMENT INCOME:
    Income:
       Dividends:
          Unaffiliated companies               $ 20,129,355
          Affiliated companies (Note 7)           1,012,000
       Interest                                  13,524,192
                                               ------------
          Total income                           34,665,547
                                               ------------

    Expenses:
       Investment advisory fee (Note 2)          24,026,121
       Legal and auditing fees                      100,159
       Stockholder servicing agent fees             200,280
       Custodian fees                               130,343
       Directors fees and expenses (Note 5)         148,989
       Other                                        114,378 
                                               ------------
          Total expenses                         24,720,270
       Less expenses reimbursed by
         Investment Adviser (Note 2)                544,000
                                               ------------
          Net expenses                           24,176,270
                                               ------------
            Net investment income                10,489,277
                                               ------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
    Realized gain on investments in:
       Unaffiliated companies                   181,100,219

    Net increase in unrealized appreciation on:
       Investments                              284,570,632
                                               ------------
          Net realized and unrealized
            gain on investments                 465,670,851
                                               ------------
Increase in net assets from operations         $476,160,128
                                               ============

               See Notes to Financial Statements.








                               12



<PAGE>

                       SEQUOIA FUND, INC.

               Statements of Changes in Net Assets



                                  Year Ended December 31,   
                                -----------------------------
                                1996                     1995
                                ----                     ----

INCREASE (DECREASE) IN NET ASSETS:
    From operations:
       Net investment income   $   10,489,277    $     8,739,165
       Net realized gain (loss)   181,100,219       (13,914,683)
       Net increase in unrealized
         appreciation             284,570,632        646,622,517
                               --------------     --------------
       Net increase in net
         assets from operations   476,160,128        641,446,999

Distributions to shareholders from:
       Net investment income     (10,387,500)        (8,810,242)
       Net realized gain on
         investments            (166,897,159)        (2,200,955)
    Capital share transactions
      (Note 4)                     96,600,320          6,775,846
                               --------------     --------------
          Total increase          395,475,789        637,211,648
  
NET ASSETS:
    Beginning of year           2,185,522,708      1,548,311,060
                               --------------     --------------
    End of year                $2,580,998,497     $2,185,522,708
                               ==============     ==============

NET ASSETS CONSIST OF:
    Capital (par value and
      paid in surplus)         $1,162,223,712     $1,065,623,392
    Undistributed net
      investment income               107,230              5,453
    Undistributed net
      realized gains (losses)         288,377       (13,914,683)










                               13



<PAGE>

       Unrealized appreciation 1,418,379,178       1,133,808,546
                               --------------     --------------
                               $2,580,998,497     $2,185,522,708
                               ==============     ==============



               See Notes to Financial Statements.













































                               14



<PAGE>

                       SEQUOIA FUND, INC.
                  NOTES TO FINANCIAL STATEMENTS

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:

    Sequoia Fund Inc. is registered under the Investment Company
Act of 1940, as amended, as a non-diversified, open-end
management company.  The investment objective of the Fund is
growth of capital from investments primarily in common stocks and
securities convertible into or exchangeable for common stock. The
following is a summary of significant accounting policies,
consistently followed by the Fund in the preparation of its
financial statements.

A.  Valuation of investments: Investments are carried at market
    value or at fair value as determined by the Board of
    Directors.  Securities traded on a national securities
    exchange are valued at the last reported sales price on the
    principal exchange on which the security is listed on the
    last business day of the period; securities traded in the
    over-the-counter market and listed securities for which no
    sale was reported on that date are valued at the mean between
    the last reported bid and asked prices; U.S. Treasury Bills
    with remaining maturities of 60 days or less are valued at
    their amortized cost. U.S. Treasury Bills that when purchased
    have a remaining maturity in excess of sixty days are stated
    at their discounted value based upon the mean between the bid
    and asked discount rates until the sixtieth day prior to
    maturity, at which point they are valued at amortized cost.

B.  Accounting for investments: Investment transactions are
    accounted for on the trade date and dividend income is
    recorded on the ex-dividend date.  The net realized gain or
    loss on security transactions is determined for accounting
    and tax purposes on the specific identification basis.

C.  Federal income taxes: It is the Fund's policy to comply with
    the requirements of the Internal Revenue Code applicable to
    regulated investment companies and to distribute all of its
    taxable income to its stockholders.  Therefore, no federal
    income tax provision is required.

D.  Use of Estimates: The preparation of financial statements in
    conformity with generally accepted accounting principles
    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
    increases and decreases in net assets from operations during
    the reporting period.  Actual results could differ from those
    estimates.


                               15



<PAGE>

E.  General: Dividends and distributions are recorded by the Fund
    on the ex-dividend date.  Interest income is accrued as
    earned.

NOTE 2--INVESTMENT ADVISORY CONTRACTS AND PAYMENTS TO INTERESTED
PERSONS:

    The Fund retains Ruane, Cunniff & Co., Inc., as its
investment adviser.  Ruane, Cunniff & Co., Inc. (Investment
Adviser) provides the Fund with investment advice, administrative
services and facilities.

    Under the terms of the Advisory Agreement, the Investment
Adviser receives a management fee equal to 1% per annum of the
Fund's average daily net asset values. This percentage will not
increase or decrease in relation to increases or decreases in the
net asset value of the Fund.  Under the Advisory Agreement, the
Investment Adviser is obligated to reimburse the Fund for the
amount, if any, by which the operating expenses of the Fund
(including the management fee) in any year exceed the sum of 1-
1/2% of the average daily net asset values of the Fund during
such year up to a maximum of $30,000,000, plus 1% of the average
daily net asset values in excess of $30,000,000.  The expenses
incurred by the Fund exceeded the percentage limitation during
the year ended December 31, 1996 and the Investment Adviser
reimbursed the Fund $544,000.

    For the year ended December 31, 1996, there were no amounts
accrued to interested persons, including officers and directors,
other than advisory fees of $24,026,121 and brokerage commissions
of $309,715 to Ruane, Cunniff & Co., Inc.  Certain officers of
the Fund are also officers of the Investment Adviser and the
Fund's distributor.  Ruane, Cunniff & Co., Inc., the Fund's
distributor, received no compensation from the Fund on the sale
of the Fund's capital shares during the year ended December 31,
1996.

NOTE 3--PORTFOLIO TRANSACTIONS:

    The aggregate cost of purchases and the proceeds from the
sales of securities, excluding U.S. government obligations, for
the year ended December 31, 1996 were $261,113,062 and
$480,807,359, respectively.

    At December 31, 1996 the aggregate gross unrealized
appreciation of securities was $1,418,379,178.
NOTE 4--CAPITAL STOCK:

    At December 31, 1996 there were 40,000,000 shares of $.10 par
value capital stock authorized.  Transactions in capital stock
were as follows:


                               16



<PAGE>

                               1996                          1995
                        -------------------           -------------------
                     Shares         Amount          Shares         Amount
                     ------         ------          ------         ------

Shares sold         1,605,188    $ 136,443,268     1,446,747     $ 94,340,709

Shares issued to
stockholders on
reinvestment of:
   Net investment
     income            88,467        7,512,710        93,996        6,408,962
   Net realized
     gain on
      investments   1,739,720      149,633,365        34,096        2,045,382
                   ----------      -----------    ----------     ---------- -

                    3,433,375      293,589,343     1,574,839      102,795,053

Shares repurchased  2,220,186      196,989,023     1,453,448       96,019,207
                   ----------      -----------    ----------     ---------- -

Net Increase        1,213,189    $  96,600,320       121,391     $  6,775,846
                   ==========      ===========   ==========       ===========

NOTE 5--DIRECTORS FEES AND EXPENSES:

    Directors who are not deemed "interested persons" receive
fees of $6,000 per quarter and $2,500 for each meeting attended,
and are reimbursed for travel and other out-of-pocket
disbursements incurred in connection with attending directors
meetings. The total of such fees and expenses paid by the Fund to
these directors for the year ended December 31, 1996 was
$148,989.



















                               17



<PAGE>

NOTE 6--AFFILIATED COMPANIES:

    Investment in portfolio companies 5% or more of whose
outstanding voting securities are held by the Fund are defined in
the Investment Company Act of 1940 as "affiliated companies."
The total value and cost of investments in affiliates at December
31, 1996 aggregated $296,450,000 and $150,092,362, respectively.
The summary of transactions for each affiliate during the period
of their affiliation for the year ended December 31, 1996 is
provided below:

                   Purchases       Sales
                  -----------   -----------  Realized  Dividend

    Affiliate    Shares  Cost  Shares  Cost    Gain    Income
    --------     ------  ----- ------  ----    -----   ------

Progressive
  Corp. - Ohio   --      --    --      --      --      $1,012,000
                                                       ==========

































                               18



<PAGE>

NOTE 7--SELECTED FINANCIAL INFORMATION:

                                       Year Ended December 31,
                                ------------------------------------
                             1996      1995     1994      1993      1992
                             -----     -----    -----     -----     -----

Per Share Operating Performance (for a
share outstanding throughout the year)

Net asset value, beginning
of year                     $78.13     $55.59    $54.84    $56.66   $53.31
                            ------     ------    ------    ------   ------

Income from investment
operations:
  Net investment income       0.38       0.31      0.42      0.64     0.93

  Net realized and unrealized
  gains on investments       16.41      22.62      1.41      5.39     3.98
                             -----     ------    ------    ------   ------

     Total from investment
     operations              16.79      22.93      1.83      6.03     4.91
                             -----     ------    ------    ------   ------

Less distributions:
  Dividends from net
  investment
  income                    (0.38)     (0.31)    (0.42)    (0.65)   (0.93)

  Distributions from net
  realized gains            (6.10)     (0.08)    (0.66)    (7.20)   (0.63)
                            ------     ------    ------    ------   ------
Total distributions         (6.48)     (0.39)    (1.08)    (7.85)   (1.56)
                            ------     ------    ------    ------   ------
Net asset value, end
  of year                   $88.44     $78.13   $55.59     $54.84   $56.66
                            ======     ======   =======    ======    =====

Total Return                 21.7%      41.4%      3.3%     10.8%     9.4%
  
Average commission
  rate paid                $.0550+









                               19



<PAGE>

Ratios/Supplemental data
Net assets, end of year
  (in millions)           $2,581.0   $2,185.5  $1,548.3 $1,512.1  $1,389.3
Ratio to average net assets:
    Expenses                  1.0%       1.0%      1.0%      1.0%     1.0%
    Net investment income     0.4%       0.5%      0.8%      1.1%     1.8%
Portfolio turnover rate        23%        15%       32%       24%      28%

+ Required by regulations issued in 1995












































                               20



<PAGE>

                  INDEPENDENT AUDITOR's REPORT


The Board of Directors and Shareholders
Sequoia Fund, Inc.

    We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of Sequoia
Fund, Inc. as of December 31, 1996, and the related statements of
operations for the year then ended, changes in net assets for
each of the two years in the period then ended, and the selected
financial information for each of the five years in the period
then ended. These financial statements and the selected financial
information are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial
statements and the selected financial information based on our
audits.

    We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and the selected financial information
are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation
of securities owned as of December 31, 1996, by correspondence
with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.

    In our opinion, the financial statements and the selected
financial information referred to above present fairly, in all
material respects, the financial position of the Sequoia Fund,
Inc. as of December 31, 1996, the results of its operations, the
changes in its net assets and the selected financial information
 for the periods indicated, in conformity with generally accepted
accounting principles.
     
     
     
New York, New York
January 18, 1997









                               21



<PAGE>

SEQUOIA
FUND, INC.

767 Fifth Avenue, Suite 4701
New York, New York 10153-4798

DIRECTORS
    William J. Ruane
    Richard T. Cunniff
    Robert D. Goldfarb
    John M. Harding
    Francis P. Matthews
    C. William Neuhauser
    Robert L. Swiggett

OFFICERS
    William J. Ruane         - Chairman of the Board
    Richard T. Cunniff       - President
    Robert D. Goldfarb       - Vice President
    Carol L. Cunniff         - Vice President
    Joseph Quinones, Jr.     - Vice President, Secretary &
                               Treasurer

INVESTMENT ADVISER & DISTRIBUTOR
    Ruane, Cunniff & Co., Inc.
    767 Fifth Avenue, Suite 4701
    New York, New York  10153-4798

CUSTODIAN
    The Bank of New York
    90 Washington Street
    New York, New York  10286

REGISTRAR AND SHAREHOLDER
SERVICING AGENT
    DST Systems, Inc.
    P.O. Box 419477
    Kansas City, Missouri  64141

LEGAL COUNSEL
    Seward & Kissel
    One Battery Park Plaza
    New York, New York  10004

This report has been prepared for the information of shareholders
of Sequoia Fund and is not authorized for distribution to
prospective investors unless preceded or accompanied by an
effective prospectus that includes information regarding the
Fund's objectives, policies, management, records and other
information.



                               22
69900020.AP5



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission