I, JeffreyT. May, certify that:

 

1. I have reviewed thisreport on Form N-Q of  Nicholas Fund, Inc.;

 

2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material 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, theschedules of investments included in this report fairly present in all materialrespects the investments of the registrant as of the end of the fiscal quarterfor which the report is filed;

 

4. The registrant's othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Rule 30a-3(c) under theInvestment Company Act of 1940) and internal control over financial reporting(as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for theregistrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information 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 such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of a date within 90 days prior tothe filing date of this report, based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control overfinancial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the registrant's internal control over financial reporting; and

 

5. The registrant's othercertifying officer(s) and I have disclosed to the registrant's auditors and theaudit committee of the registrant's board of directors (or persons performingthe equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operationof internal 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 employeeswho have a significant role in the registrant's internal control over financialreporting.

 

| Date: 08/07/2012  | /s/ Jeffrey T. May          |
|------------------------|-----------------------------|
|                   | Jeffrey T. May              |
|                   | Principal Financial Officer |

 

 

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