<PAGE>
SEQUOIA FUND, INC.
ANNUAL REPORT
December 31, 1997
LETTER FROM THE CHAIRMAN
Dear Shareholder:
Sequoia Fund's results for the fourth quarter and full
year 1997 are shown below with the comparable results for the
leading market indexes:
Sequoia Dow Jones Standard &
1997 Fund Industrials Poor's 500
------- ----------- ----------
Fourth Quarter +10.5% -0-% +2.9%
Year 43.2 24.9 33.4
1997 proved to be a vintage year for Sequoia in absolute
and relative terms. The powerful 33% move in the overall market,
as measured by the S&P 500 Index, can be accounted for in part by
strong economic growth, high levels of corporate profitability
and lower interest rates, but the forces of psychological
momentum provided by profoundly optimistic buyers was also
important fuel. Sequoia's gain of 43% reflects the same
underlying factors, although we do take some pride in believing
that our portfolio companies -- which we think in general have
superior managements and economic characteristics -- deserve to
do better than the average company and, in aggregate, outperform
the market over the long term. We hasten to add that these
performance numbers vastly exceeded the expectations we had at
the beginning of 1997. In fact, we caution you that in our
judgment, much of last year's appreciation in stock values --
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both in the market and in our portfolio -- was effectively
borrowed from future years' performance.
As long term holders of Sequoia know, its managers tend
to avoid direct technology investments because it is difficult
for us to assess economic values in the face of rapidly changing
competitive dynamics. While a Coke in 1933 was the same as a
Coke today, computer chips can change dramatically in one year's
time. Despite our earnest efforts, three of the four undersigned
can be dangerous to a personal computer's health. We still use
the back of an envelope for most of the calculations we consider
important in security analysis. However, the identity of the
fourth will become apparent when we tell you that she buys all of
her books "on-line" at www.amazon.com. Another of our
colleagues, irritated at the time-consuming prospect of braving
midtown Manhattan traffic in order to go to a West Side lumber
yard to select crown moldings for his new apartment, searched
"the Net" in the comfort of his home and found and ordered
exactly what he wanted from a lumber distributor in Montana! We
read that mammoth retail stock brokerage firms, surprised at the
popularity and rapid growth of "on-line" retail stock trading
offered by no-name industry upstarts, are now scrambling to
develop competing products. Recent research by The Amos Tuck
School at Dartmouth College indicates that almost 70% of their
alumni graduating since 1970 today have e-mail addresses and
regularly communicate by e-mail.
2
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We'd like to cite two more anecdotes. Our firm's
research librarian mentioned to us that she reads The Washington
Post on the Internet at no cost. As fans and indirect
shareholders of The Washington Post Company, we wish she would
send the company a voluntary contribution in lieu of her
subscription fee, but the management shouldn't expect it. A
recent Forbes carried an article citing Hewlett Packard's
acquisition of VeriFone as a first step in developing a cash-
equivalent Internet-based technology able to bypass banks' ATM
networks. Sequoia has over $600 million invested in banks which
in turn have significant investments in ATM networks, currently
an important and valuable part of their proprietary distribution
mechanisms. What is going on here?
We may not be rocket scientists, but we sense the
arrival of a long-predicted development: the use of the Internet
as an instrument of profound change in the way the world works.
With the explosive growth of the Internet, the means are now
available to change the way many industries are structured and
almost every business is run. Within five to ten years, we
expect that this sea change will have affected the financial
results of a significant slice of world industry.
The Internet is highly effective in providing access to
all of the pertinent information on a subject when the details
are otherwise cumbersome to assemble. As the profitability of
any number of industries today is a function of the high cost of
3
<PAGE>
gathering information, the Internet's ability to dramatically
reduce that cost has tremendous profit-wrecking potential. For
example, one can now get competitive quotes for automobiles and
auto insurance from many sources in less time than it would
formerly have taken to visit a single dealer or call on a single
insurance agent. Check out Progressive (www.progressive.com) and
Berkshire's Geico subsidiary (www.geico.com) before you purchase
your next auto insurance policy.
Another major breakthrough will occur over time in
telephony. The technology now exists to permit short or long
distance calls at virtually no cost over the Internet. Whither
the hundreds of billions in telephone infrastructure we now have?
The transmission of movies with sound from the Internet to your
TV is now technically feasible; the improved modem speeds
required are probably just a matter of time. The list of
possible effects is endless. We know the questions to ask but we
certainly don't know the answers to the way this electronic world
will affect corporate earnings and, thus, stock valuations. We
do know that we certainly must focus on these matters as long
term investors.
Probably unique among mutual fund shareholders, holders
of each fifteen shares of Sequoia can now claim that "Warren
Buffett bought me one ounce of silver in the last six months."
Mr. Buffett's recent highly publicized silver investment is a
fascinating, if modest, example of the manifold attractions of
4
<PAGE>
our major position in Berkshire Hathaway. Buffett continually
amazes by thinking and acting "outside the box". Berkshire's
recent silver purchases further illustrate the enormous economic
diversification that our so-called concentrated holding in
Berkshire brings to our portfolio. Each of the components of
Berkshire, including its holdings in American Express, Coke and
Gillette, among numerous others, has a direct effect on the value
of the company we own. While we have long known that Mr. Buffett
had no peer in the investment field, it took us far too many
years to do something about it and buy his stock on the theory
that if you can't beat him, join him. As they say, age is a
heavy price to pay for insight, but we are pleased that we did
get there eventually.
Sincerely,
/s/ Richard T. Cunniff
/s/ William J. Ruane
/s/ R.D. Goldfarb
/s/ Carley Cunniff
5
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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, 1997. 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
Dec. 31, 1997 125,630 570,917 273,653 970,200
6
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The total amount capital gains distributions accepted in
shares was $212,780, the total amount of dividends reinvested was
$81,635.
No adjustment has been made for any taxes payable by
shareholders on capital gain distributions and dividends
reinvested in shares.
7
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SEQUOIA FUND, INC.
Statement of Investments
December 31, 1997
COMMON STOCKS (96.10%)
Value
Shares Cost (Note 1)
------ ---- --------
BANK HOLDING COMPANIES (17.35%)
4,141,575 Fifth Third Bancorp $ 92,765,943 $ 338,573,756
337,500 Mercantile Bankshares
Corporation 3,475,625 13,204,688
597,400 National Commerce Bancorp 7,406,981 21,058,350
320,000 Regions Financial Corporation 5,348,750 13,500,000
1,627,100 U. S. Bancorp 61,756,418 182,133,506
200,000 Wells Fargo & Company 48,115,010 67,887,500
-------------- --------------
218,868,727 636,357,800
-------------- --------------
CONSUMER PRODUCTS (.17%)
339,200 Sturm, Ruger & Company, Inc. 361,700 6,254,000
-------------- --------------
FINANCIAL SERVICES (26.38%)
21,034 Berkshire Hathaway Inc.
Class A* 165,788,581 967,564,000
-------------- --------------
INSURANCE (14.38%)
4,400,000 Progressive Corporation-Ohio+ 150,092,362 527,450,000
-------------- --------------
MANUFACTURING - MOTORCYCLES (3.72%)
4,981,200 Harley Davidson, Inc. 66,707,726 136,360,350
-------------- --------------
MOTION PICTURES & VIDEO PRODUCTION (4.22%)
1,560,924 The Walt Disney Company 63,866,333 154,629,034
-------------- --------------
OFFICE SUPPLIES AND BUSINESS FORMS (3.38%)
3,191,600 Wallace Computer
Services, Inc. + 98,833,184 124,073,450
-------------- --------------
PERSONAL CREDIT (2.13%)
613,400 Household International Inc. 23,103,672 78,246,837
-------------- --------------
PHARMACEUTICALS (4.96%)
2,760,000 Johnson & Johnson 55,292,182 181,815,000
-------------- --------------
8
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SERVICES (16.24%)
14,200,000 Freddie Mac 58,732,552 595,512,500
-------------- --------------
Miscellaneous Securities
(3.17%) 123,457,621 116,347,350
-------------- --------------
TOTAL COMMON STOCKS $1,025,104,640 $3,524,610,321
-------------- --------------
SEQUOIA FUND, INC.
Statement of Investments
December 31, 1997
(continued)
Principal Value
Amount Cost (Note 1)
--------- ---- -------
U.S. GOVERNMENT OBLIGATIONS(3.90%)
$ 22,600,000 U.S. Treasury Bills due
1/2/98 through 2/26/98 $ 22,512,697 $ 22,512,697
50,000,000 U.S. Treasury Notes,
6% due 5/31/98 49,975,385 50,101,563
70,000,000 U.S. Treasury Notes,
5-7/8% due 8/31/99 70,131,467 70,262,500
-------------- --------------
TOTAL U.S. GOVERNMENT OBLIGATIONS 142,619,549 142,876,760
-------------- --------------
TOTAL INVESTMENTS (100%)++ $1,167,724,189 $3,667,487,081
============== ==============
++ The cost for federal income tax purposes is identical.
* Non-income producing.
+ Refer to Note 6.
9
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SEQUOIA FUND, INC.
Statement of Assets and Liabilities
December 31, 1997
ASSETS:
Investments in securities, at value
(cost $1,167,724,189) (Note 1) $3,667,487,081
Cash on deposit with custodian 5,267,597
Receivable for capital stock sold 937,509
Dividends and interest receivable 2,983,239
Other assets 45,179
--------------
Total assets 3,676,720,605
==============
LIABILITIES:
Payable for capital stock repurchased 547,554
Payable for investment securities purchased 430,842
Accrued expenses 3,177,350
--------------
Total liabilities 4,155,746
-------------
Net assets applicable to 29,232,634
shares of capital stock outstanding
(Note 4) $3,672,564,859
==============
Net asset value, offering price and
redemption price per share $125.63
=======
See Notes to Financial Statements.
10
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SEQUOIA FUND, INC.
Statement of Operations
Year Ended December 31, 1997
INVESTMENT INCOME:
Income:
Dividends:
Unaffiliated companies $ 21,491,718
Affiliated companies (Note 6) 2,824,460
Interest 9,215,768
--------------
Total income 33,531,946
--------------
Expenses:
Investment advisory fee (Note 2) 31,015,090
Legal and auditing fees 74,539
Stockholder servicing agent fees 234,288
Custodian fees 100,000
Directors fees and expenses (Note 5) 151,573
Other 103,610
--------------
Total expenses 31,679,100
Less expenses reimbursed by Investment
Adviser (Note 2) 514,000
--------------
Net expenses 31,165,100
--------------
Net investment income 2,366,846
--------------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS:
Realized gains on investments in:
Unaffiliated companies 26,323,106
Net increase in unrealized appreciation on:
Investments 1,081,383,714
--------------
Net realized and unrealized gains
on investments 1,107,706,820
--------------
Increase in net assets from operations $1,110,073,666
==============
See Notes to Financial Statements.
11
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SEQUOIA FUND, INC.
Statements of Changes in Net Assets
Year Ended December 31,
-------------------------------
1997 1996
---------------- --------------
INCREASE (DECREASE) IN NET ASSETS:
From operations:
Net investment income $ 2,366,846 $ 10,489,277
Net realized gains 26,323,106 181,100,219
Net increase in unrealized
appreciation 1,081,383,714 284,570,632
-------------- --------------
Net increase in net assets
from operations 1,110,073,666 476,160,128
Distributions to shareholders from:
Net investment income ( 2,474,076) (10,387,500)
Net realized gains (26,264,675) (166,897,159)
Capital share transactions
(Note 4) 10,231,447 96,600,320
-------------- --------------
Total increase 1,091,566,362 395,475,789
NET ASSETS:
Beginning of year 2,580,998,497 2,185,522,708
-------------- --------------
End of year $3,672,564,859 $2,580,998,497
============== ==============
NET ASSETS CONSIST OF:
Capital (par value and paid in
surplus) $1,172,455,159 $1,162,223,712
Undistributed net investment
income 0 107,230
Undistributed net realized
gains 346,808 288,377
Unrealized appreciation 2,499,762,892 1,418,379,178
-------------- --------------
Total Net Assets $3,672,564,859 $2,580,998,497
============== ==============
See Notes to Financial Statements.
12
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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
13
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the reporting period. Actual results could differ from those
estimates.
E. General: Dividends and distributions are recorded by the Fund
on the ex-dividend date. Interest income is accrued as
earned.
14
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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, 1997 and the
Investment Adviser reimbursed the Fund $514,000.
For the year ended December 31, 1997, there were no
amounts accrued to interested persons, including officers and
directors, other than advisory fees of $31,015,090 and brokerage
commissions of $180,425 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, 1997.
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, 1997 were $178,518,006 and
$120,896,361, respectively.
At December 31, 1997 the aggregate gross unrealized
appreciation and depreciation of securities were $2,507,552,149
and $7,789,257, respectively.
15
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NOTE 4--CAPITAL STOCK:
At December 31, 1997 there were 40,000,000 shares of
$.10 par value capital stock authorized. Transactions in capital
stock were as follows:
1997 1996
---------------------- ----------------------
Shares Amount Shares Amount
------ ------ ------ ------
Shares sold 1,872,099 $ 199,979,993 1,605,188 $ 136,443,268
Shares issued to
stockholders on
reinvestment of:
Net investment income 21,191 2,331,456 88,467 7,512,710
Net realized gain on
investments 188,981 23,446,469 1,739,720 149,633,365
--------- ------------- ---------- -------------
2,082,271 225,757,918 3,433,375 293,589,343
Shares repurchased 2,034,693 215,526,471 2,220,186 196,989,023
--------- ------------- ---------- -------------
Net Increase 47,578 $ 10,231,447 1,213,189 $ 96,600,320
========= ============= ========== =============
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, 1997 was
$151,573.
16
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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, 1997 aggregated $651,523,450 and $248,925,546,
respectively. The summary of transactions for each affiliate
during the period of their affiliation for the year ended
December 31, 1997 is provided below:
Purchases Sales
-------------------- ------------ Realized Dividend
Affiliate Shares Cost Shares Cost Gain Income
- ------------------- ------ ---- ------ ---- -------- --------
Progressive Corp. -
Ohio -- -- -- -- -- $1,056,000
Wallace Computer
Services, Inc. 1,599,600 $50,093,687 -- -- 1,768,460
----------
$2,824,460
==========
17
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NOTE 7--SELECTED FINANCIAL INFORMATION:
Year Ended December 31,
-----------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Per Share Operating Performance
(for a share outstanding
throughout the year)
Net asset value, beginning
of year $ 88.44 $ 78.13 $ 55.59 $ 54.84 $ 56.66
--------- ---------- --------- --------- --------
Income from investment
operations:
Net investment income 0.08 0.38 0.31 0.42 0.64
Net realized and
unrealized gains on
investments 38.10 16.41 22.62 1.41 5.39
---------- ---------- --------- --------- --------
Total from investment
operations 38.18 16.79 22.93 1.83 6.03
---------- ---------- --------- --------- --------
Less distributions:
Dividends from net
investment income (0.08) (0.38) (0.31) (0.42) (0.65)
Distributions from net
realized gains (0.91) (6.10) (0.08) (0.66) (7.20)
---------- ---------- --------- --------- --------
Total distributions (0.99) (6.48) (0.39) (1.08) (7.85)
---------- ---------- --------- --------- --------
Net asset value, end of
year $ 125.63 $ 88.44 $ 78.13 $ 55.59 $ 54.84
========== ========== ========= ========= ========
Total Return 43.2% 21.7% 41.4% 3.3% 10.8%
Average commission rate
paid + $ .053 $ .055 -- -- --
Ratios/Supplemental data
Net assets, end of year
(in millions) $3,672.6 $2,581.0 $2,185.5 $1,548.3 $1,512.1
Ratio to average net assets:
18
<PAGE>
Expenses 1.0% 1.0% 1.0% 1.0% 1.0%
Net investment income 0.1% 0.4% 0.5% 0.8% 1.1%
Portfolio turnover rate 8% 23% 15% 32% 24%
+ Required by regulations issued in 1995
19
<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, 1997, 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, 1997, 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, 1997, 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.
/s/ McGladrey & Pullen, LLP
New York, New York
January 15, 1998
20
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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.
21
69900020.AU8