UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM N-CSRCERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENTCOMPANIES Investment Company Act file number811-01728 Nicholas Fund, Inc.(Exact Name of Registrant as specified in charter)700 North Water Street, Milwaukee, Wisconsin 53202(Address of Principal Executive Offices) (Zip Code)Jeffrey T. May, Senior Vice President, Secretary and Treasurer700 North Water StreetMilwaukee, Wisconsin 53202(Name and Address of Agent for Service) Registrant's telephone number, including area code:414-272-4650Date of fiscal year end:03/31/2013Date of reporting period:09/30/2012Item 1. Report to Stockholders.


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SEMIANNUAL REPORT September 30, 2012 NICHOLAS FUND, INC.   700 NORTH WATER STREETMILWAUKEE, WISCONSIN 53202WWW.NICHOLASFUNDS.COM


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NICHOLAS FUND, INC. November 2012 Report to Fellow Shareholders: For the six-month period ended September 30, 2012, Nicholas Fund produced a 2.79% return compared to 3.43% for the Standard & Poor’s 500 Index. As of September 30, 2012, the one year results were as follows: Nicholas Fund up 27.80% and the S&P 500 Index up 30.20%. Returns for Nicholas Fund, Inc. and selected indices are provided in the chart below for the period ended September 30, 2012. Average Annual Total Return1

   Year

   

   3

   Year

   

   5

   Year

   

   10

   Year

   

   Life

   (1)Nicholas Fund, Inc

   

   27.80

   %

   

   14.76

   %

   

   4.87

   %

   

   8.35

   %

   

   10.64

   %Standard & Poor’s 500 Index

   

   30.20

   %

   

   13.20

   %

   

   1.05

   %

   

   8.01

   %

   

   9.78

   %Consumer Price Index

   

   2.00

   %

   

   2.34

   %

   

   2.10

   %

   

   2.50

   %

   

   4.36

   %Ending value of $10,000 investedin Nicholas Fund, Inc

   $

   12,780

   

   $

   15,113

   

   $

   12,684

   

   $

   22,290

   

   $

   790,691Fund’s Expense Ratio(from 07/31/12 Prospectus including Acquired Funds Fees and Expenses): 0.77%(2)
  (1)The life of the Fund is 43.2 years from the date of its initial public offering, July 14, 1969. Starting time period for the Standard & Poor’s 500 Index and the Consumer Price Index was June 30, 1969. (2)The expense ratio does not correlate to the ratio of expenses to average net assets provided in the Fund’s financial highlights. The financial highlights reflect the operating expenses of the Fund and do not include the indirect expenses incurred as a result of acquiring investments in shares of one or more other investment companies (Acquired Fund Fees and Expenses). Performance data quoted represents past performance and is no guarantee of 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 Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.nicholasfunds.com/returns.html. The Fund’s returns are reduced by expenses, while the market indices are not. The ending values above illustrate the performance of a hypothetical $10,000 investment made in the Fund over the timeframes listed. Assumes reinvestment of dividends and capital gains. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. These figures do not imply any future performance. At September 30, 2012, 93.84% of the Fund’s net assets were invested in equities with 6.16% in cash equivalents. The diversified portfolio consisted of 44 stocks. The Fund’s top five holdings were Affiliated Managers Group, Valeant Pharmaceuticals, MasterCard - Class A, W.W. Grainger and Gilead Sciences. These five holdings accounted for approximately 20% of the Fund’s holdings. Along with being some of the Fund’s largest holdings, Gilead Sciences, Affiliated Managers Group and Snap-on were positive contributors to the Fund’s performance, whereas O’Reilly Automotive, Woodward and Johnson Controls were detractors. The largest industry concentrations were consumer discretionary 19%, health care 18%, financials 17% and industrials 15%. The U.S. economy is mired in a tepid recovery from the 2008-2009 Great Recession. Moreover, the world economy is contracting with Europe in recession and the rate of growth slowing in China. Because of political gridlock in Washington, D.C., we do not foresee any policy moves to change the outlook until after the November election. Interest rates, as set by the Federal Reserve Board, are at historical lows (Fed Funds at 0.00 to 0.25 basis points). Unemployment is unacceptably high. Two positives worth noting are improvement in the


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housing market and the rising stock market. This improves consumer net worth. Also, there have been over 275 fiscal and monetary moves (tax cuts and credit easing) over the last 13 months by governments all over the world in an attempt to stimulate their economies. Even though the stock market has been moving higher (with corrections) for 42 months (since March 9, 2009), we see cogent reasons to be constructive on equities. First, the Federal Reserve Board continues to ease credit conditions and supply liquidity to the markets. Second, bond prices appear fully valued and unattractive. Stocks seem relatively more attractive. And third, there is immense skepticism in the stock market. This is confirmed by the fact that the public is liquidating equity mutual funds and buying bond mutual funds. That the public is doing the wrong thing at the wrong time is nothing new in the history of investing. Lastly, bull markets typically end when valuations are extreme, the Fed is tightening monetary policy, and investors are over-enthusiastic about potential equity returns, none of which are currently happening. As we view conditions in the economy and the stock market, stock selection has become extremely important. We feel this is our strength. Finally, the returns table above details what can be achieved over the long term, with patience. $10,000 invested in Nicholas Fund on July 14, 1969 has grown to $790,691 at September 30, 2012. This return was accomplished over 43.2 years. Thank you for your continued interest in the Fund. We are mindful of our responsibility and grateful for the trust placed in us by our shareholders.   Mutual fund investing involves risk. Principal loss is possible. Investing in small and medium sized companies involves greater risks than those associated with investing in large company stocks, such as business risk, stock price fluctuations and liquidity. Please refer to the Schedule of Investments in the report for complete Fund holdings information. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. Diversification does not assure a profit or protect against loss in a declining market. The S&P 500 Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. The Consumer Price Index represents changes in prices of all goods and services purchased for consumption by urban households. One cannot invest directly in an index. Basis Point- One hundredth of a percentage point. For example 50 basis points equals .50%. Must be preceded or accompanied by a prospectus. The Nicholas Funds are distributed by Quasar Distributors, LLC. .


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Financial Highlights (NICSX)For a share outstanding throughout each periodSix MonthsEnded09/30/2012

   

   

   

   

   

   Years Ended March 31,(unaudited)

   

   

   2012

   

   

   2011

   

   

   2010

   

   

   2009

   

   

   2008NET ASSET VALUE,BEGINNING OF PERIOD

   $

   47.85

   

   $

   48.18

   

   $

   44.00

   

   $

   27.71

   

   $

   45.03

   

   $

   57.85INCOME (LOSS) FROMINVESTMENT OPERATIONSNet investment income

   

   .05

   

   

   .14

   

   

   .09

   

   

   .04

   

   

   .18

   

   

   .21Net gain (loss) on securities(realized and unrealized)

   

   1.20

   

   

   3.07

   

   

   7.87

   

   

   16.34

   

   

   (12.72

   )

   

   (2.85

   )Total from investmentoperations

   

   1.25

   

   

   3.21

   

   

   7.96

   

   

   16.38

   

   

   (12.54

   )

   

   (2.64

   )LESS DISTRIBUTIONSFrom and in excess of netinvestment income

   

   (.01

   )

   

   (.19

   )

   

   (.03

   )

   

   (.09

   )

   

   (.17

   )

   

   (.23

   )From net capital gain

   

   (.86

   )

   

   (3.35

   )

   

   (3.75

   )

   

   —

   

   

   (4.61

   )

   

   (9.95

   )Total distributions

   

   (.87

   )

   

   (3.54

   )

   

   (3.78

   )

   

   (.09

   )

   

   (4.78

   )

   

   (10.18

   )NET ASSET VALUE,END OF PERIOD

   $

   48.23

   

   $

   47.85

   

   $

   48.18

   

   $

   44.00

   

   $

   27.71

   

   $

   45.03TOTAL RETURN

   

   2.79

   %(1)

   

   7.40

   %

   

   19.62

   %

   

   59.21

   %

   

   (31.70

   )%

   

   (6.47

   )%SUPPLEMENTAL DATA:Net assets, end of period (millions)

   $

   1,679.6

   

   $

   1,686.5

   

   $

   1,673.9

   

   $

   1,513.1

   

   $

   1,033.2

   

   $

   1,690.7Ratio of expensesto average net assets

   

   .74

   %(2)

   

   .75

   %

   

   .76

   %

   

   .78

   %

   

   .77

   %

   

   .75

   %Ratio of net investment incometo average net assets

   

   .23

   %(2)

   

   .31

   %

   

   .20

   %

   

   .11

   %

   

   .50

   %

   

   .37

   %Portfolio turnover rate

   

   22.29

   %(2)

   

   20.60

   %

   

   22.10

   %

   

   27.84

   %

   

   31.79

   %

   

   31.18

   %
  (1)

   Not annualized.(2)

   Annualized. The accompanying notes to financial statements are an integral part of these highlights. – 3–


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Top Ten Equity Portfolio Holdings September 30, 2012 (unaudited)    4


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Fund Expenses For the six month period ended September 30, 2012 (unaudited) As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other operating expenses. The following table is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with those of other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period. The first line of the table below provides information about the 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. 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 Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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, such as wire fees. 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. In addition, if these transactional costs were included, your costs would have been higher. Beginning

   

   Ending

   

   Expenses PaidAccount Value

   

   Account Value

   

   During Period*03/31/12

   

   09/30/12

   

   04/01/12 - 09/30/12Actual

   $

   1,000.00

   $

   1,027.90

   $

   3.75Hypothetical

   

   1,000.00

   

   1,021.30

   

   3.74(5% return before expenses)
  *

   Expenses are equal to the Fund’s six-month annualized expense ratio of 0.74%, multiplied by the average account value over the period, multiplied by 182 then divided by 364 to reflect the one-half year period. – 5–


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Schedule of InvestmentsSeptember 30, 2012 (unaudited)Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 93.84%Consumer Discretionary – Automobiles & Components — 2.04%1,250,000

   Johnson Controls, Inc

   $

   34,250,000Consumer Discretionary – Durables & Apparel — 1.94%402,014

   Polaris Industries Inc

   

   32,510,872Consumer Discretionary – Retailing — 14.47%1,428,600

   Aaron’s, Inc

   

   39,729,366779,100

   Jos. A. Bank Clothiers, Inc.*

   

   37,770,7682,038,018

   LKQ Corporation*

   

   37,703,333662,476

   O’Reilly Automotive, Inc.*

   

   55,396,243866,160

   Penske Automotive Group, Inc

   

   26,062,754654,786

   Sally Beauty Company, Inc.*

   

   16,428,581615,000

   Signet Jewelers Limited

   

   29,987,400243,078,445Consumer Staples – Food & Staples Retailing — 3.15%1,450,000

   Walgreen Co

   

   52,838,000Consumer Staples – Food, Beverage & Tobacco — 4.05%500,000

   Philip Morris International Inc

   

   44,970,000774,800

   Seneca Foods Corporation – Class A*+

   

   23,135,52868,105,528Energy — 4.55%250,000

   Apache Corporation

   

   21,617,500671,835

   Kinder Morgan Management, LLC*

   

   51,328,202100,000

   Kinder Morgan, Inc

   

   3,552,00076,497,702Financials – Banks — 2.16%1,050,000

   Wells Fargo & Company

   

   36,256,500Financials – Diversified — 7.52%706,174

   Affiliated Managers Group, Inc.*

   

   86,859,4021,734,785

   Leucadia National Corporation

   

   39,466,359126,325,761Financials – Insurance — 4.84%845,000

   Aon plc

   

   44,185,050900,000

   Loews Corporation

   

   37,134,00081,319,050Financials – Real Estate — 2.16%1,550,000

   CBRE Group Inc.*

   

   28,535,500721,671

   Cohen & Steers Quality Income Realty Fund, Inc

   

   7,750,74736,286,247
  The accompanying notes to financial statements are an integral part of this schedule. – 6–


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Schedule of Investments(continued) September 30, 2012 (unaudited) Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 93.84% (continued)Health Care – Equipment & Services — 5.87%270,000

   C.R. Bard, Inc

   $

   28,255,500557,500

   Covidien plc

   

   33,126,650213,127

   DaVita, Inc.*

   

   22,082,088265,100

   Sirona Dental Systems, Inc.*

   

   15,100,09698,564,334Health Care – Pharmaceuticals, Biotechnology& Life Sciences — 12.50%870,000

   Gilead Sciences, Inc.*

   

   57,707,100154,400

   Mettler-Toledo International Inc.*

   

   26,362,256825,688

   Thermo Fisher Scientific Inc

   

   48,575,2251,400,000

   Valeant Pharmaceuticals International, Inc.*

   

   77,378,000210,022,581Industrials – Capital Goods — 9.92%590,000

   A.O. Smith Corporation

   

   33,948,600721,100

   Snap-on Incorporated

   

   51,825,457278,910

   W.W. Grainger, Inc

   

   58,116,477668,095

   Woodward Inc

   

   22,701,868166,592,402Industrials – Commercial & Professional Services — 3.76%1,403,000

   Copart, Inc.*

   

   38,905,19037,847

   Healthcare Services Group, Inc

   

   865,561850,000

   Republic Services, Inc

   

   23,383,50063,154,251Industrials – Transportation — 1.65%500,000

   Kirby Corporation*

   

   27,640,000Information Technology — Software & Services — 6.07%271,700

   Fiserv, Inc.*

   

   20,113,951140,000

   MasterCard Incorporated – Class A

   

   63,207,200425,700

   Solera Holdings, Inc

   

   18,675,459101,996,610Materials — 7.19%450,000

   AptarGroup, Inc

   

   23,269,5001,250,000

   Ball Corporation

   

   52,887,500463,725

   Stepan Company

   

   44,573,247120,730,247TOTAL COMMON STOCKS(cost $990,296,893)

   

   1,576,168,530
  The accompanying notes to financial statements are an integral part of this schedule. – 7–


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Schedule of Investments(continued) September 30, 2012 (unaudited) Shares orPrincipalAmount

   

   

   ValueSHORT-TERM INVESTMENTS — 5.75%Commercial Paper — 5.59%$6,350,000

   Nissan Motor Acceptance Corporation 10/01/12, 0.39%

   $

   6,350,0002,690,000

   Integrys Energy Group, Inc. 10/02/12, 0.40%

   

   2,689,9705,000,000

   Kinder Morgan Energy Partners L.P. 10/02/12, 0.46%

   

   4,999,9365,000,000

   Stanley Black & Decker Inc. 10/03/12, 0.35%

   

   4,999,9034,000,000

   Weatherford International Ltd. 10/04/12, 0.43%

   

   3,999,8576,000,000

   Marriott International, Inc. 10/05/12, 0.30%

   

   5,999,8002,000,000

   Devon Energy Corporation 10/09/12, 0.25%

   

   1,999,8892,445,000

   VW Credit, Inc. 10/09/12, 0.35%

   

   2,444,8105,050,000

   B.A.T. International Finance p.l.c. 10/10/12, 0.40%

   

   5,049,4953,000,000

   Stanley Black & Decker Inc. 10/10/12, 0.35%

   

   2,999,7372,905,000

   Stanley Black & Decker Inc. 10/11/12, 0.33%

   

   2,904,7344,600,000

   VW Credit, Inc. 10/11/12, 0.38%

   

   4,599,5141,050,000

   Bemis Company, Inc. 10/12/12, 0.35%

   

   1,049,8882,000,000

   Valspar Corporation 10/12/12, 0.37%

   

   1,999,7743,462,000

   VW Credit, Inc. 10/15/12, 0.35%

   

   3,461,5293,570,000

   Stanley Black & Decker Inc. 10/16/12, 0.34%

   

   3,569,4943,000,000

   Valspar Corporation 10/16/12, 0.35%

   

   2,999,563900,000

   Bacardi Corporation 10/17/12, 0.42%

   

   899,8322,000,000

   General Mills, Inc. 10/17/12, 0.27%

   

   1,999,7604,450,000

   General Mills, Inc. 10/17/12, 0.28%

   

   4,449,4462,860,000

   Bemis Company, Inc. 10/19/12, 0.35%

   

   2,859,4995,650,000

   Hitachi Capital America Corp. 10/24/12, 0.45%

   

   5,648,3763,675,000

   General Mills, Inc. 10/29/12, 0.32%

   

   3,674,0855,000,000

   Verizon Communications Inc. 11/13/12, 0.33%

   

   4,998,0294,824,000

   General Mills, Inc. 12/10/12, 0.34%

   

   4,820,8112,500,000

   Verizon Communications Inc. 12/12/12, 0.38%

   

   2,498,10093,965,831Variable Rate Security — 0.16%2,636,647

   Fidelity Institutional Money Market Fund – Class I

   

   2,636,647TOTAL SHORT-TERM INVESTMENTS(cost $96,602,478)

   

   96,602,478TOTAL INVESTMENTS(cost $1,086,899,371) — 99.59%

   

   1,672,771,008OTHER ASSETS, NET OF LIABILITIES — 0.41%

   

   6,858,683TOTAL NET ASSETS(basis of percentages disclosed above) — 100%

   $

   1,679,629,691
  + This company is affiliated with the Fund as defined in Section 2(a)(3) of the Investment Company Actof 1940, in that the Fund holds 5% or more of its outstanding voting securities. (Note 4)* Non-income producing security. The accompanying notes to financial statements are an integral part of this schedule. – 8–


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Statement of Assets and Liabilities September 30, 2012 (unaudited) ASSETSInvestments in securities at value Nonaffiliated issuers (cost $1,068,966,041) see accompanying schedule of investments
	$
	1,649,635,480Affiliated issuers (cost $17,933,330) see accompanying schedule of investments (Note 4)
	
	23,135,528Total investments
	
	1,672,771,008Receivables Investment securities sold
	
	6,840,433Dividend and interest
	
	990,619Total receivables
	
	7,831,052Other
	
	142,941Total assets
	
	1,680,745,001LIABILITIESPayables Due to adviser Management fee
	
	814,310Accounting and administrative fee
	
	31,177Total due to adviser
	
	845,487Other payables and accrued expense
	
	269,823Total liabilities
	
	1,115,310Total net assets
	$
	1,679,629,691NET ASSETS CONSIST OFPaid in capital
	$
	1,048,897,208Net unrealized appreciation on investments
	
	585,871,637Accumulated undistributed net realized gain on investments
	
	42,957,995Accumulated undistributed net investment income
	
	1,902,851Total net assets
	$
	1,679,629,691NET ASSET VALUE PER SHARE ($.50 par value,200,000,000 shares authorized), offering priceand redemption price (34,827,183 shares outstanding)
	$
	48.23
  The accompanying notes to financial statements are an integral part of this statement.  9


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Statement of OperationsFor the six months ended September 30, 2012 (unaudited)INCOMEDividend (net of foreign taxes of $49,007)

   $

   7,835,572Interest

   

   108,857Total income

   

   7,944,429EXPENSESManagement fee

   

   5,284,185Transfer agent fees

   

   341,105Accounting and administrative fees

   

   202,279Postage and mailing

   

   54,558Custodian fees

   

   40,512Insurance

   

   37,658Printing

   

   23,094Registration fees

   

   17,423Audit and tax fees

   

   14,000Directors’ fees

   

   12,100Accounting system and pricing service fees

   

   5,162Legal fees

   

   4,419Other operating expenses

   

   4,855Total expenses

   

   6,041,350Net investment income

   

   1,903,079NET REALIZED GAIN ON INVESTMENTS

   

   42,961,112CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATIONON INVESTMENTS

   

   (501,795

   )Net realized and unrealized gain on investments

   

   42,459,317Net increase in net assets resulting from operations

   $

   44,362,396
  The accompanying notes to financial statements are an integral part of this statement. – 10 –


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Statements of Changes in Net Assets For the six months ended September 30, 2012 (unaudited) and the year ended March 31, 2012 Six MonthsEnded09/30/2012

   

   

   Year Ended(unaudited)

   

   

   03/31/2012INCREASE (DECREASE) IN NET ASSETSFROM OPERATIONSNet investment income

   $

   1,903,079

   

   $

   4,900,796Net realized gain on investments

   

   42,961,112

   

   

   87,173,357Change in net unrealized appreciation/depreciationon investments

   

   (501,795

   )

   

   22,229,301Net increase in net assetsresulting from operations

   

   44,362,396

   

   

   114,303,454DISTRIBUTIONS TO SHAREHOLDERSFrom net investment income

   

   (503,286

   )

   

   (6,337,261

   )From net realized gain on investments

   

   (29,906,842

   )

   

   (115,161,091

   )Total distributions

   

   (30,410,128

   )

   

   (121,498,352

   )CAPITAL SHARE TRANSACTIONSProceeds from shares issued(260,245 and 710,727 shares, respectively)

   

   12,013,954

   

   

   32,438,003Reinvestment of distributions(644,778 and 2,555,125 shares, respectively)

   

   28,357,325

   

   

   113,181,975Cost of shares redeemed(1,325,671 and 2,764,363 shares, respectively)

   

   (61,177,039

   )

   

   (125,861,435

   )Change in net assets derivedfrom capital share transactions

   

   (20,805,760

   )

   

   19,758,543Total increase (decrease) in net assets

   

   (6,853,492

   )

   

   12,563,645NET ASSETSBeginning of period

   

   1,686,483,183

   

   

   1,673,919,538End of period (including accumulated undistributednet investment income of $1,902,851and $503,058, respectively)

   $

   1,679,629,691

   

   $

   1,686,483,183
  The accompanying notes to financial statements are an integral part of these statements. – 11 –


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Notes to Financial StatementsSeptember 30, 2012 (unaudited)These financial statements have been prepared pursuant to reporting rules for interimfinancial statements. Accordingly, these financial statements do not include all of theinformation and footnotes required by generally accepted accounting principles (GAAP) forannual financial statements. These financial statements should be read in conjunction withthe financial statements and financial highlights and notes in the Funds Annual Report onForm N-CSR for the year ended March 31, 2012.These financial statements have not been audited. Management believes that these financialstatements include all adjustments (which, unless otherwise noted, include only normalrecurring adjustments) necessary for a fair presentation of the financial results for eachperiod shown.(1) Summary of Significant Accounting Policies Nicholas Fund, Inc. (the Fund) is organized as a Maryland corporation and is registeredas an open-end, diversified management investment company under the InvestmentCompany Act of 1940, as amended. The primary objective of the Fund is long-termgrowth. The following is a summary of the significant accounting policies of the Fund:(a) Equity securities traded on a stock exchange will ordinarily be valued on the basis ofthe last sale price on the date of valuation on the securities principal exchange, or ifin the absence of any sale on that day, the closing bid price. For securitiesprincipally traded on the NASDAQ market, the Fund uses the NASDAQ OfficialClosing Price. Debt securities, excluding short-term investments, are valued at theircurrent evaluated bid price as determined by an independent pricing service, whichgenerates evaluations on the basis of dealer quotes for normal institutional-sizedtrading units, issuer analysis, bond market activity and various other factors.Securities for which market quotations may not be readily available are valued attheir fair value as determined in good faith by procedures adopted by the Board ofDirectors. Short-term variable rate securities are valued at cost, whichapproximates market value. U.S. Treasury Bills and commercial paper are stated atamortized cost, which approximates market value. The Fund did not maintain anypositions in derivative instruments or engage in hedging activities during the year.Investment transactions for financial statement purposes are recorded on trade date.In accordance with Accounting Standards Codification (ASC) 820-10, Fair ValueMeasurements and Disclosures (ASC 820-10), fair value is defined as the pricethat the Fund would receive upon selling an investment in a timely transaction to anindependent buyer in the principal or most advantageous market of the investment.ASC 820-10 established a three-tier hierarchy to maximize the use of observablemarket data and minimize the use of unobservable inputs and to establishclassification of fair value measurements for disclosure purposes. Inputs referbroadly to the assumptions that market participants would use in pricing the assetor liability, including assumptions about risk, for example, the risk inherent in aparticular valuation technique used to measure fair value such as a pricing modeland/or the risk inherent in the inputs to the valuation technique. Inputs may beobservable or unobservable. Observable inputs are inputs that reflect theassumptions market participants would use in pricing the asset or liability based onmarket data obtained from sources independent of the reporting entity.  12 


---



Notes to Financial Statements(continued)September 30, 2012 (unaudited)Unobservable inputs are inputs that reflect the reporting entitys own assumptionsabout the assumptions market participants would use in pricing the asset or liabilitybased on the best information available in the circumstances. The three-tierhierarchy of inputs is summarized in the three broad levels listed below.Level 1  quoted prices in active markets for identical investmentsLevel 2  other significant observable inputs (including quoted prices forsimilar investments, interest rates, benchmark yields, bids, offers,transactions, spreads and other relationships observed in themarkets among market securities, underlying equity of the issuer,proprietary pricing models, credit risk, etc.)Level 3  significant unobservable inputs (including the Funds ownassumptions in determining the fair value of investments)The inputs or methodology used for valuing securities are not necessarily anindication of the risk associated with investing in those securities.The following is a summary of the inputs used as of September 30, 2012 in valuingthe Funds investments carried at value: InvestmentsValuation Inputs
	
	in SecuritiesLevel 1 Common Stocks(1)
	$
	1,576,168,530Variable Rate Security
	
	2,636,647Level 2 Commercial Paper
	
	93,965,831Level 3 None
	
	Total
	$
	1,672,771,008(1) See Schedule of Investments for further detail by industry.
  There were no transfers between levels during the period ended September 30, 2012and the Fund did not hold any Level 3 investments during the period.(b) Net realized gain (loss) on portfolio securities was computed on the basis ofspecific identification.(c) Dividend income is recorded on the ex-dividend date, and interest income isrecognized on an accrual basis. Non-cash dividends, if any, are recorded at valueon date of distribution. Generally, discounts and premiums on long-term debtsecurity purchases, if any, are amortized over the expected lives of the respectivesecurities using the effective yield method.(d) Provision has not been made for federal income taxes or excise taxes since theFund has elected to be taxed as a regulated investment company and intends todistribute substantially all net investment income and net realized capital gains onsales of investments to its shareholders and otherwise comply with the provisionsof Subchapter M of the Internal Revenue Code applicable to regulated investmentcompanies.  13 


---



Notes to Financial Statements(continued)September 30, 2012 (unaudited)(e) Dividends and distributions paid to shareholders are recorded on the ex-dividenddate. Distributions from net investment income are generally declared and paid atleast semiannually. Distributions of net realized capital gain, if any, are declaredand paid at least annually.The amount of distributions from net investment income and net realized capitalgain are determined in accordance with federal income tax regulations, which maydiffer from U.S. generally accepted accounting principles (“U.S. GAAP”) forfinancial reporting purposes. Financial reporting records are adjusted forpermanent book-to-tax differences to reflect tax character.The tax character of distributions paid during the six months ended September 30,2012 and the year ended March 31, 2012 was as follows: 09/30/2012

   

   03/31/2012Distributions paid from:Ordinary income

   $

   503,286

   $

   10,343,956Long-term capital gain

   

   29,906,842

   

   111,154,396Total distributions paid

   $

   30,410,128

   $

   121,498,352
  As of September 30, 2012, investment cost for federal tax purposes was$1,086,899,371 and the tax basis components of net assets were as follows: Unrealized appreciation

   $

   602,971,839Unrealized depreciation

   

   (17,100,202

   )Net unrealized appreciation

   $

   585,871,637
  There were no differences between the book-basis and tax-basis components of netassets.As of September 30, 2012, the Fund had no tax deferral of wash loss sales.As of March 31, 2012, the Fund had no capital loss carryforward.On December 22, 2010, the Regulated Investment Company Modernization Act of2010 (the “RIC Act”) was enacted. The RIC Act modernized several of the federalincome and excise tax provisions related to regulated investment companies(“RICs”). Under the RIC Act, new capital losses may be carried forward indefinitely,with the character of the original loss retained. Prior to the RIC Act, capital lossescould be carried forward for eight years, and were carried forward as short-termcapital losses regardless of the character of the original loss. The RIC Act alsocontains simplification provisions, which are aimed at preventing disqualification ofa RIC for inadvertent failures to comply with assets diversification and/or qualifyingincome tests. The RIC Act exempts RICs from the preferential dividend rule andrepeals the 60-day designation requirement for certain types of pay-through incomeand gains. In addition, the RIC Act contains provisions aimed at preserving thecharacter of distributions made by a RIC during the portion of its taxable yearending after October 31 or December 31. The provisions related to the RIC Act forqualification testing were effective for the March 31, 2011 taxable year. All otherprovisions under the RIC Act are effective for the March 31, 2012 taxable year. – 14 –


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Notes to Financial Statements(continued)September 30, 2012 (unaudited)The Fund had no material uncertain tax positions and has not recorded a liability forunrecognized tax benefits as of September 30, 2012. Also, the Fund recognized nointerest and penalties related to uncertain tax benefits during the same period. AtSeptember 30, 2012, the fiscal years 2009 through 2012 remain open toexamination in the Fund’s major tax jurisdictions.(f) The preparation of financial statements in conformity with U.S. GAAP requiresmanagement to make estimates and assumptions that affect the amounts reportedin the financial statements and accompanying notes. Actual results could differfrom estimates.(g) In the normal course of business the Fund enters into contracts that containgeneral indemnification clauses. The Fund’s maximum exposure under thesearrangements is unknown, as this would involve future claims against the Fund thathave not yet occurred. Based on experience, the Fund expects the risk of loss to beremote.(h) In connection with the preparation of the Fund’s financial statements, managementevaluated subsequent events after the date of the Statement of Assets andLiabilities of September 30, 2012. There have been no significant subsequentevents since September 30, 2012 that would require adjustment to or additionaldisclosure in these financial statements.(i) In May 2011, the Financial Accounting Standards Board (“FASB”) issuedAccounting Standards Update (“ASU”) No. 2011-04 “Amendments to AchieveCommon Fair Value Measurement and Disclosure Requirements” in U.S. GenerallyAccepted Accounting Principles (“U.S. GAAP”) and International FinancialReporting Standards (“IFRS”). ASU No. 2011-04 amends FASB ASC Topic 820,“Fair Value Measurements and Disclosures,” to establish common requirements formeasuring fair value and disclosing additional information about Level 3 fair valuemeasurements in accordance with U.S. GAAP and IFRS. ASU No. 2011-04 iseffective for fiscal years beginning after December 15, 2011 and for interim periodswithin these fiscal years. The Fund has disclosed the applicable requirements ofthis accounting standards in its financial statements.(2) Related Parties —(a) Investment Adviser and Management AgreementThe Fund has an agreement with Nicholas Company, Inc. (with whom certainofficers and directors of the Fund are affiliated) (the “Adviser”) to serve asinvestment adviser and manager. Under the terms of the agreement, a monthly feeis paid to the Adviser based on an annualized fee of .75% of the average net assetvalue up to and including $50 million and .65% of the average net asset value inexcess of $50 million. Also, the Adviser may be paid for accounting andadministrative services rendered by its personnel, subject to the followingguidelines: (i) up to five basis points, on an annual basis, of the average net assetvalue of the Fund up to and including $2 billion and up to three basis points, on anannual basis, of the average net asset value of the Fund greater than $2 billion,based on the average net asset value of the Fund as determined by valuations made – 15 –


---



Notes to Financial Statements(continued)September 30, 2012 (unaudited)at the close of each business day of each month, and (ii) where the precedingcalculation results in an annual payment of less than $50,000, the Adviser, in itsdiscretion, may charge the Fund up to $50,000 for such services.(b) Legal CounselA director of the Adviser is affiliated with a law firm that provides services to theFund. The Fund incurred expenses of $2,169 for the period ended September 30,2012 for legal services rendered by this law firm.(3) Investment Transactions —For the period ended September 30, 2012, the cost of purchases and the proceeds fromsales of investment securities, other than short-term obligations, aggregated$174,314,980 and $235,076,376, respectively.(4) Transactions with Affiliates —Following is a summary of fiscal 2013 transactions with “affiliated companies” asdefined by the Investment Company Act of 1940: Share ActivityBalance

   

   

   BalanceSecurity Name

   03/31/12

   Purchases

   Sales

   09/30/12Seneca FoodsCorporation – Class A

   774,800

   —

   —

   774,800
  – 16 –


---



Historical Record(unaudited)NetInvestment

   

   

   

   

   

   Dollar

   

   

   Growth ofNet

   

   Income

   

   

   Capital Gain

   

   

   Weighted

   

   

   an InitialAsset Value

   

   **Distributions**

   ****

   ****

   **Distributions**

   ****

   ****

   **Price/Earnings**

   

   

   $10,000Per Share

   

   Per Share

   

   

   Per Share

   

   

   Ratio(2)

   

   

   Investment(3)July 14, 1969(1)

   $

   6.59

   $

   —

   

   $

   —

   

   

   —

   

   $

   10,000March 31, 1985

   

   29.24

   

   0.6420

   

   

   1.5760

   

   

   13.2 times

   

   

   69,858March 31, 1986

   

   35.26

   

   0.5750

   

   

   0.6100

   

   

   15.8

   

   

   87,699March 31, 1987

   

   39.94

   

   0.8820

   

   

   0.1870

   

   

   16.3

   

   

   102,387March 31, 1988

   

   32.15

   

   1.8400

   

   

   4.0340

   

   

   14.1

   

   

   98,557March 31, 1989

   

   35.27

   

   1.0250

   

   

   0.4510

   

   

   13.2

   

   

   113,155March 31, 1990

   

   37.72

   

   0.9240

   

   

   1.0540

   

   

   14.9

   

   

   127,360March 31, 1991

   

   42.99

   

   0.7900

   

   

   0.2250

   

   

   16.9

   

   

   149,180March 31, 1992

   

   49.68

   

   0.6790

   

   

   0.8240

   

   

   19.4

   

   

   178,011March 31, 1993

   

   52.91

   

   0.6790

   

   

   2.0420

   

   

   18.5

   

   

   200,098March 31, 1994

   

   51.10

   

   0.8175

   

   

   1.0470

   

   

   16.7

   

   

   200,182March 31, 1995

   

   52.22

   

   0.7070

   

   

   3.3170

   

   

   17.2

   

   

   221,970March 31, 1996

   

   63.81

   

   0.5650

   

   

   4.0945

   

   

   21.0

   

   

   293,836March 31, 1997

   

   67.11

   

   0.4179

   

   

   5.3166

   

   

   21.7

   

   

   336,973March 31, 1998

   

   93.98

   

   0.3616

   

   

   5.8002

   

   

   30.0

   

   

   508,762March 31, 1999

   

   85.20

   

   0.5880

   

   

   8.2716

   

   

   31.7

   

   

   509,446March 31, 2000

   

   84.56

   

   0.3114

   

   

   5.9433

   

   

   37.3

   

   

   543,813March 31, 2001

   

   54.11

   

   0.1900

   

   

   19.2500

   

   

   26.6

   

   

   452,780March 31, 2002

   

   53.74

   

   0.2360

   

   

   —

   

   

   23.8

   

   

   451,627March 31, 2003

   

   40.37

   

   0.1585

   

   

   —

   

   

   16.4

   

   

   340,547March 31, 2004

   

   56.14

   

   0.0905

   

   

   —

   

   

   19.4

   

   

   474,406March 31, 2005

   

   60.05

   

   0.0678

   

   

   0.4100

   

   

   19.4

   

   

   511,476March 31, 2006

   

   61.49

   

   0.2512

   

   

   5.3194

   

   

   18.4

   

   

   574,151March 31, 2007

   

   57.85

   

   0.8173

   

   

   4.3310

   

   

   16.6

   

   

   588,783March 31, 2008

   

   45.03

   

   0.2283

   

   

   9.9501

   

   

   17.4

   

   

   550,664March 31, 2009

   

   27.71

   

   0.1714

   

   

   4.6096

   

   

   12.1

   

   

   376,093March 31, 2010

   

   44.00

   

   0.0939

   

   

   —

   

   

   19.1

   

   

   598,760March 31, 2011

   

   48.18

   

   0.0297

   

   

   3.7458

   

   

   17.9

   

   

   716,234March 31, 2012

   

   47.85

   

   0.1844

   

   

   3.3515

   

   

   18.7

   

   

   769,243September 30, 2012

   

   48.23

   

   0.0144

   (a)

   

   0.8557

   (a)

   

   17.7

   

   

   790,691
  (1)

   Date of Initial Public Offering.(2)

   Based on latest 12 months accomplished earnings.(3)

   Assuming reinvestment of all distributions.(a)

   Paid on June 7, 2012 to shareholders of record on June 6, 2012. – 17 –


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Approval of Investment Advisory Contract (unaudited) In April 2012, the Board of Directors of the Fund renewed the one-year term of the Investment Advisory Agreement by and between the Fund and the Adviser through April 2013. In connection with the renewal of the Investment Advisory Agreement, no changes to the amount or manner of calculation of the management fee or the terms of the agreement were proposed by the Adviser or adopted by the Board. For the fiscal year ended March 31, 2012, the management fee was 0.65% and the Fund’s total expense ratio (including the management fee) was 0.75%. In renewing the Investment Advisory Agreement, the Board carefully considered the following factors on an absolute basis and relative to the Fund’s peer group (i) the Fund’s expense ratio, which was low compared to the overall peer group; (ii) the Fund’s performance on a short-term and long-term basis; (iii) the Fund’s management fee; (iv) the range and quality of the services offered by the Adviser. The peer group fund data included mid- and large-cap blend and growth focused funds with similar asset sizes. In terms of the peer group data used for performance comparisons, the Fund was ranked 2nd, 14th, 9th and 26th out of 31 funds for the one-, three-, five- and ten-year periods ending March 31, 2012. The Fund had the eighth lowest expense ratio among its peer group. The Board also reviewed the Fund’s risk/return profile as measured by standard deviation and the Fund’s Morningstar rankings. The Board considered the range of services to be provided by the Adviser to the Fund under the Advisory Agreement. The Board discussed the nature, extent, and quality of the services to be provided by the Adviser and concluded that the services provided were consistent with the terms of the advisory agreement and the needs of the Fund, and that the services provided were of a high quality. The Board considered the investment performance of the Fund and the Adviser. Among other things, the Board noted its consideration of the Fund’s performance relative to peer funds. The Board reviewed the actual relative short-term and long-term performance of the Fund. The Board agreed that the Fund demonstrated satisfactory performance relative to benchmarks and its peers. The Board also discussed the extent to which economies of scale would be realized, and whether such economies were reflected in the Fund’s fee levels and concluded that the Adviser had been instrumental in holding down Fund costs, citing consistently low fees relative to comparable funds. The Board considered the cost of services provided by the Adviser. The Board also considered the profits realized by the Adviser in connection with the management and distribution of the Fund, as expressed by the Adviser’s management in general terms. The Board expressed the opinion that given the Board’s focus on performance and maintaining a low fee structure that the Adviser’s profits were not relevant. The Board determined that the Adviser had fully and adequately carried out the terms and conditions of its contract with the Fund. The Board expressed satisfaction with the Fund’s performance, management’s control of expenses and the rate of the management fee for the Fund and the overall level of services provided to the Fund by the Adviser. – 18 –


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Information on Proxy Voting (unaudited) A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 800-544-6547 (toll-free) or 414-276-0535. It also appears in the Funds Statement of Additional Information, which can be found on the SECs website, www.sec.gov. A record of how the Fund voted its proxies for the most recent twelve-month period ended June 30, also is available on the Funds website, www.nicholasfunds.com, and the SECs website, www.sec.gov. Quarterly Portfolio Schedule (unaudited) The Fund files its complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Form N-Qs are available on the SECs website at www.sec.gov and may be reviewed and copied at the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.  19 


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Privacy Policy (unaudited) Nicholas Fund, Inc. respects each shareholders right to privacy. We are committed to safeguarding the information that you provide us to maintain and execute transactions on your behalf. We collect the following non-public personal information about you: *
	Information we receive from you on applications or other forms, whether we receive the form in writing or electronically. This includes, but is not limited to, your name, address, phone number, tax identification number, date of birth, beneficiary information and investment selection.*
	Information about your transactions with us and account history with us. This includes, but is not limited to, your account number, balances and cost basis information. This also includes transaction requests made through our transfer agent.*
	Other general information that we may obtain about you such as demographic information. WE DO NOT SELL ANY NON-PUBLIC PERSONAL INFORMATION ABOUT CURRENT OR FORMER SHAREHOLDERS. INFORMATION SHARED WITH OUR TRANSFER AGENT, A THIRD PARTY COMPANY, ALSO IS NOT SOLD. We may share, only as permitted by law, non-public personal information about you with third party companies. Listed below are some examples of third parties to whom we may disclose non-public personal information. While these examples do not cover every circumstance permitted by law, we hope they help you understand how your information may be shared. We may share non-public personal information about you: *
	With companies who work for us to service your accounts or to process transactions that you may request. This would include, but is not limited to, our transfer agent to process your transactions, mailing houses to send you required reports and correspondence regarding the Fund and its Adviser, the Nicholas Company, Inc., and our dividend disbursing agent to process fund dividend checks.*
	With a party representing you, with your consent, such as your broker or lawyer.*
	When required by law, such as in response to a subpoena or other legal process. The Fund and its Adviser maintain policies and procedures to safeguard your non-public personal information. Access is restricted to employees who the Adviser determines need the information in order to perform their job duties. To guard your non-public personal information we maintain physical, electronic, and procedural safeguards that comply with federal standards. In the event that you hold shares of the Fund with a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with non-affiliated third parties.  20 


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Automatic Investment Plan  An Update (unaudited) The Nicholas Family of Funds Automatic Investment Plan provides a simple method to dollar cost average into the fund(s) of your choice. Dollar cost averaging involves making equal systematic investments over an extended time period. A fixed dollar investment will purchase more shares when the market is low and fewer shares when the market is high. The automatic investment plan is an excellent way for you to become a disciplined investor. The following table illustrates what dollar cost averaging can achieve. Please note that past performance is no guarantee of future results. Nicholas Company recommends dollar cost averaging as a practical investment method. It should be consistently applied for long periods so that investments are made through several market cycles. Nicholas Fund$1,000 initial investment on
	
	07/14/69
	*
	
	09/30/02Number of years investing $100 each monthfollowing the date of initial investment
	
	43.2
	
	
	10Total cash invested
	$
	52,900
	
	$
	13,000Total dividend and capital gain distributions reinvested
	$
	1,166,366
	
	$
	6,610Total full shares owned at 09/30/12
	
	25,029
	
	
	418Total market value at 09/30/12
	$
	1,207,166
	
	$
	20,161
  The results above assume purchase on the last day of the month. The Nicholas Automatic Investment Plan actually invests on the 20th of each month (or on the alternate date specified by the investor). Total market value includes reinvestment of all distributions. *
	Date of Initial Public Offering.  21 


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Directors and OfficersALBERT O. NICHOLAS, President and DirectorROBERT H. BOCK, DirectorJAY H. ROBERTSON, DirectorDAVID L. JOHNSON, Executive Vice PresidentDAVID O. NICHOLAS, Senior Vice PresidentLYNN S. NICHOLAS, Senior Vice PresidentJEFFREY T. MAY, Senior Vice President, Secretary,Treasurer and Chief Compliance OfficerLAWRENCE J. PAVELEC, Senior Vice PresidentCANDACE L. LESAK, Vice President Investment AdviserNICHOLAS COMPANY, INC.Milwaukee, Wisconsinwww.nicholasfunds.com414-276-0535 or 800-544-6547Transfer AgentU.S. BANCORP FUND SERVICES, LLCMilwaukee, Wisconsin414-276-0535 or 800-544-6547DistributorQUASAR DISTRIBUTORS, LLCMilwaukee, Wisconsin CustodianU.S. BANK N.A.Milwaukee, Wisconsin Independent Registered Public Accounting FirmDELOITTE & TOUCHE LLPMilwaukee, Wisconsin CounselMICHAEL BEST & FRIEDRICH LLPMilwaukee, Wisconsin This report is submitted for the information of shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.


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Item 2. Code of Ethics.Applicable only to annual reports.Item 3. Audit Committee Financial Expert.Applicable only to annual reports.Item 4. Principal Accountant Fees and Services.Applicable only to annual reports.Item 5. Audit Committee of Listed Registrants.Not applicable to this filing. Item 6. Schedule of Investments. The schedule of investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 8. Portfolio Managers of Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. Applicable only to closed-end funds. Item 10. Submission of Matters to a Vote of Security Holders. Not applicable to this filing. Item 11. Controls and Procedures. The Fund's principal executive officer and principal financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation. Item 12. Exhibits. (a)(1) Code of Ethics -- Any code of ethics, or amendments thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Not applicable to this filing.


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(a)(2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbannes-Oxley Act of 2002, attached hereto as part of EX-99.CERT. (a)(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 person. Applicable only to closed-end funds. (b) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbannes-Oxley Act of 2002, attached hereto as part of EX-99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant)Nicholas Fund, Inc. By:/s/ Albert O. NicholasName: Albert O. NicholasTitle: Principal Executive OfficerDate:11/13/2012 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By:/s/ Albert O. NicholasName: Albert O. NicholasTitle: Principal Executive OfficerDate:11/13/2012By:/s/ Jeffrey T. MayName: Jeffrey T. MayTitle: Principal Financial OfficerDate:11/13/2012


---