REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Shareholders of Nicholas Fund, Inc.:
In planning and performing our audit of the financial statements of
Nicholas Fund, Inc. (the "Fund") as of and for the year ended March 31,
2009, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Fund's internal control
over financial reporting, including controls over safeguarding securities, as
a basis for designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting.  Accordingly, we express no such opinion.
The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.  In fulfilling
this responsibility, estimates and judgments by management are required
to assess the expected benefits and related costs of controls.  A company's
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of a
company's assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees,
in the normal course of performing their assigned functions, to prevent or
detect misstatements on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a
material misstatement of the company's annual or interim financial
statements will not be prevented or detected on a timely basis.
Our consideration of the Fund's internal control over financial reporting
was for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
material weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  However, we noted no
deficiencies in the Fund's internal control over financial reporting and its
operation, including controls for safeguarding securities, that we consider
to be a material weakness, as defined above, as of March 31, 2009.
This report is intended solely for the information and use of management
and the Board of Directors of Nicholas Fund, Inc. and the Securities and
Exchange Commission and is not intended to be and should not be used by
anyone other than these specified parties.
/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
May 22, 2009