I, Jeffrey T.May, certify that:

1. I have reviewed this report on FormN-CSR of Nicholas Fund, Inc.;

2. Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3. Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results ofoperations, changes in net assets, and cash flows (if the financial statementsare required to include a statement of cash flows) of the registrant as of, andfor, the periods presented in this report;

4. The registrant's other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Rule 30a-3(c) under the InvestmentCompany Act of 1940) and internal control over financial reporting (as definedin Rule 30a-3(d) under the Investment Company Act of 1940) for the registrantand have:

(a) Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b) Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c) Evaluatedthe effectiveness of the registrant's disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of a date within 90 days prior to the filing dateof this report based on such evaluation; and

(d) Disclosed inthis report any change in the registrant's internal control over financialreporting that occurred during the second fiscal quarter of the period coveredby this report that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting;and

5. The registrant's other certifyingofficer(s) and I have disclosed to the registrant's auditors and the auditcommittee of the registrant's board of directors (or persons performing theequivalent functions):

(a) Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize, andreport financial information; and

b) Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant's internal control over financial reporting.

| Date:  05/25/2012  | /s/  Jeffrey T. May          |   |
|-------------------------|------------------------------|--------|
|                    | Jeffrey  T. May              |   |
|                    | Principal  Financial Officer |   |

 

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