UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM N-CSRCERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENTCOMPANIESInvestment Company Act file number811-01728Nicholas Fund, Inc.(Exact Name of Registrant as specified in charter)411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202(Address of Principal Executive Offices)

   (Zip Code)Jennifer R. Kloehn, Senior Vice President and Treasurer411 East Wisconsin AvenueMilwaukee, Wisconsin 53202(Name and Address of Agent for Service)
  Registrant's telephone number, including area code:414-272-4650Date of fiscal year end:03/31/2019Date of reporting period:09/30/2018


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Item 1. Report to Stockholders.


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SEMIANNUAL REPORT September 30, 2018 NICHOLAS FUND, INC.   WWW.NICHOLASFUNDS.COM


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NICHOLAS FUND, INC. November 2018 Dear Fellow Shareholders: For the six-month period ended September 30, 2018, Nicholas Fund returned 11.54% compared to 11.41% for the S&P 500 Index and 15.45% for the Russell 1000 Growth Index. The six-month period continued the positive backdrop for stocks including worldwide economic growth, a large U.S. corporate tax cut, strong corporate earnings, and positive investor sentiment. Technology stocks including Apple, Microsoft, and Google along with stocks in the consumer discretionary sector including Amazon and Netflix drove a majority of the stock markets return during the period. Returns for the Fund and selected indices are provided in the chart below for the periods ended September 30, 2018. Average Annual Total Return6 Month

   

   

   1 Year

   

   

   3 Year

   

   

   5 Year

   

   

   10 Year

   

   

   40 YearNicholas Fund, Inc.

   

   11.54

   %

   

   17.27

   %

   

   9.75

   %

   

   10.54

   %

   

   12.60

   %

   

   11.99

   %Standard & Poor’s 500 Index

   

   11.41

   %

   

   17.91

   %

   

   17.31

   %

   

   13.95

   %

   

   11.97

   %

   

   11.79

   %Russell 1000 Growth Index

   

   15.45

   %

   

   26.30

   %

   

   20.55

   %

   

   16.58

   %

   

   14.31

   %

   

   N/AConsumer Price Index

   

   1.01

   %

   

   2.27

   %

   

   2.00

   %

   

   1.53

   %

   

   1.42

   %

   

   3.39

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

   $

   11,154

   

   $

   11,727

   

   $

   13,218

   

   $

   16,507

   

   $

   32,774

   

   $

   925,556Fund’s Expense Ratio (from 07/30/18 Prospectus): 0.72%
  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. The Fund’s performance relative to the S&P 500 was positively driven by the information technology, industrial, material and energy sectors. The Fund underperformed in the consumer discretionary, financials and real estate sectors. On an absolute basis the top five performers during the six-month period were O’Reilly Automotive, Boston Scientific, TJX Corp, Amazon, and salesforce.com. The worst performing stocks during the period were Mohawk, LKQ, Phillip Morris, Affiliated Managers Group and Regeneron. The Fund’s underperformance relative to the Russell 1000 Growth Index was mainly due to the underweight of the information technology sector which had strong absolute returns. As of September 30, 2018, the fund held 61 stocks with 4% in cash. The approximate sector weightings were as follows: information technology 23%, health care 17%, consumer discretionary 15%, industrials 14%, financials 10%, consumer staples 6%, communication services 5%, materials 3%, real estate 2% and energy 1%. Looking ahead, we are somewhat cautious about future returns due to high valuations originating from investor optimism. We believe this will keep returns muted from the current levels due to the ten-year long bull market. The Federal Reserve is finally raising interest rates after a long period of easy monetary policy. This is usually a precursor to slowing economic


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activity. As always, we will continue to invest in what we believe are quality companies with high returns on capital and growth opportunities selling at reasonable prices. Thank you for your continued interest in the Nicholas Fund.   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. Earnings growth is not representative of the Funds future performance. Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice. 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 Russell 1000®Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Consumer Price Index (seasonally adjusted) represents changes in prices of all goods and services purchased for consumption by urban households. One cannot invest directly in an index. 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 period Six MonthsEnded09/30/2018

   

   

   

   

   

   Years Ended March 31,(unaudited)

   

   

   2018

   

   

   2017

   

   

   2016

   

   

   2015

   

   

   2014NET ASSET VALUE,BEGINNING OF PERIOD

   $

   62.10

   

   $

   65.52

   

   $

   61.78

   

   $

   71.57

   

   $

   65.28

   

   $

   55.01INCOME (LOSS) FROMINVESTMENT OPERATIONSNet investment income

   

   .18

   (1)

   

   .29

   (1)

   

   .37

   (1)

   

   .44

   

   

   .22

   

   

   .14Net gain (loss) on securities(realized and unrealized)

   

   6.90

   

   

   5.90

   

   

   5.59

   

   

   (6.35

   )

   

   11.93

   

   

   13.23Total from investmentoperations

   

   7.08

   

   

   6.19

   

   

   5.96

   

   

   (5.91

   )

   

   12.15

   

   

   13.37LESS DISTRIBUTIONSFrom net investment income

   

   (.09

   )

   

   (.41

   )

   

   (.44

   )

   

   (.39

   )

   

   (.21

   )

   

   (.33

   )From net capital gain

   

   (1.48

   )

   

   (9.20

   )

   

   (1.78

   )

   

   (3.49

   )

   

   (5.65

   )

   

   (2.77

   )Total distributions

   

   (1.57

   )

   

   (9.61

   )

   

   (2.22

   )

   

   (3.88

   )

   

   (5.86

   )

   

   (3.10

   )NET ASSET VALUE,END OF PERIOD

   $

   67.61

   

   $

   62.10

   

   $

   65.52

   

   $

   61.78

   

   $

   71.57

   

   $

   65.28TOTAL RETURN

   

   11.54

   %(2)

   

   10.11

   %

   

   9.87

   %

   

   (8.68

   )%

   

   19.51

   %

   

   24.78

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

   $

   2,856.4

   

   $

   2,695.8

   

   $

   2,850.4

   

   $

   3,274.3

   

   $

   3,650.5

   

   $

   2,716.4Ratio of expensesto average net assets.

   

   .72

   %(3)

   

   .72

   %

   

   .72

   %

   

   .72

   %

   

   .72

   %

   

   .73

   %Ratio of net investment incometo average net assets.

   

   .56

   %(3)

   

   .46

   %

   

   .58

   %

   

   .65

   %

   

   .34

   %

   

   .26

   %Portfolio turnover rate

   

   15.24

   %(3)

   

   18.40

   %

   

   40.90

   %

   

   28.84

   %

   

   21.94

   %

   

   24.66

   %
  (1)

   Computed based on average shares outstanding.(2)

   Not annualized.(3)

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


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Top Ten Equity Portfolio HoldingsSeptember 30, 2018 (unaudited) PercentageName

   of Net AssetsApple Inc.

   3.48

   %Microsoft Corporation

   3.36

   %Cisco Systems, Inc.

   3.31

   %Thermo Fisher Scientific Inc.

   3.23

   %Mastercard Incorporated – Class A

   2.92

   %Charles Schwab Corporation (The)

   2.72

   %Cintas Corporation

   2.65

   %Snap-on Incorporated

   2.64

   %Alphabet Inc. – Class C

   2.53

   %Visa Inc. – Class A

   2.36

   %Total of top ten

   29.20

   %
  Sector Diversification(as a percentage of portfolio)September 30, 2018 (unaudited)   – 4–


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Fund ExpensesFor the six month period ended September 30, 2018 (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 followingtable is intended to help you understand your ongoing costs (in dollars) of investing in theFund 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 andheld for the entire period.The first line of the table below provides information about the actual account values andactual expenses. You may use the information in this line, together with the amount youinvested, to estimate the expenses that you paid over the period. Simply divide your accountvalue by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), thenmultiply the result by the number in the first line under the heading entitled “Expenses PaidDuring 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 andhypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of returnof 5% per year before expenses, which is not the Fund’s actual return. The hypothetical accountvalues and expenses may not be used to estimate the actual ending account balance orexpenses you paid for the period. You may use this information to compare the ongoing costsof investing in the Fund with other funds. To do so, compare this 5% hypothetical example withthe 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 costsonly and do not reflect any transactional costs, such as wire fees. Therefore, the second lineof the table is useful in comparing ongoing costs only, and will not help you determine therelative total costs of owning different funds. In addition, if these transactional costs wereincluded, your costs would have been higher. Beginning

   

   Ending

   

   ExpensesAccount Value

   

   Account Value

   

   Paid During Period*03/31/18

   

   09/30/18

   

   04/01/18 - 09/30/18Actual

   $

   1,000.00

   $

   1,115.40

   $

   3.82Hypothetical

   

   1,000.00

   

   1,021.39

   

   3.65(5% return before expenses)
  *

   Expenses are equal to the Fund’s six-month annualized expense ratio of 0.72%, multiplied by the average account value over the period, multiplied by 183 then divided by 365 to reflect the one-half year period. – 5–


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Schedule of InvestmentsSeptember 30, 2018 (unaudited) Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 96.22%Communication Services – Media & Entertainment — 4.67%60,500

   Alphabet Inc. – Class C*

   $

   72,204,935610,000

   Comcast Corporation – Class A

   

   21,600,100240,000

   Facebook, Inc. – Class A*

   

   39,470,400133,275,435Consumer Discretionary – Durables & Apparel — 1.01%165,000

   Mohawk Industries, Inc.*

   

   28,932,750Consumer Discretionary – Retailing — 11.59%32,200

   Amazon.com, Inc.*

   

   64,496,600270,000

   Home Depot, Inc. (The)

   

   55,930,5001,667,782

   LKQ Corporation*

   

   52,818,656169,976

   O’Reilly Automotive, Inc.*

   

   59,036,064480,000

   TJX Companies, Inc. (The)

   

   53,769,600160,000

   Ulta Beauty, Inc.*

   

   45,139,200331,190,620Consumer Discretionary – Services — 2.73%250,000

   McDonald’s Corporation

   

   41,822,500635,000

   Starbucks Corporation

   

   36,093,40077,915,900Consumer Staples – Food & Staples Retailing — 1.60%625,000

   Walgreens Boots Alliance, Inc.

   

   45,562,500Consumer Staples – Food, Beverage & Tobacco — 3.45%700,000

   Mondelez International, Inc. – Class A

   

   30,072,000285,000

   PepsiCo, Inc.

   

   31,863,000450,000

   Philip Morris International Inc.

   

   36,693,00098,628,000Consumer Staples – Household & Personal Products — 1.19%225,000

   Clorox Company (The)

   

   33,842,250Energy — 1.71%1,700,000

   Enterprise Products Partners L.P.

   

   48,841,000Financials – Banks — 1.05%350,000

   East West Bancorp, Inc.

   

   21,129,500445,000

   KeyCorp

   

   8,851,05029,980,550Financials – Diversified — 5.20%304,505

   Affiliated Managers Group, Inc.

   

   41,631,9241,580,000

   Charles Schwab Corporation (The)

   

   77,657,000390,000

   Intercontinental Exchange, Inc.

   

   29,207,100148,496,024
  The accompanying notes to financial statements are an integral part of this schedule. – 6–


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Schedule of Investments(continued)September 30, 2018 (unaudited) Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 96.22% (continued)Financials – Insurance — 3.54%415,000

   Aon plc

   $

   63,818,700280,000

   Chubb Limited

   

   37,419,200101,237,900Health Care – Equipment & Services — 5.74%130,000

   Becton, Dickinson and Company

   

   33,930,000925,000

   Boston Scientific Corporation*

   

   35,612,500300,100

   Laboratory Corporation of America Holdings*

   

   52,121,368430,000

   Medtronic Public Limited Company

   

   42,299,100163,962,968Health Care – Pharmaceuticals,Biotechnology & Life Sciences — 11.06%145,000

   Amgen Inc.

   

   30,057,05089,500

   Biogen Inc.*

   

   31,621,245365,000

   Celgene Corporation*

   

   32,663,850400,000

   Gilead Sciences, Inc.

   

   30,884,000230,000

   Johnson & Johnson

   

   31,779,100315,887

   Merck & Co., Inc.

   

   22,409,0241,000,000

   Pfizer Inc.

   

   44,070,000378,188

   Thermo Fisher Scientific Inc.

   

   92,308,127315,792,396Industrials – Capital Goods — 8.69%870,000

   Fastenal Company

   

   50,477,400650,000

   Fortive Corporation

   

   54,730,000215,000

   Honeywell International Inc.

   

   35,776,000170,000

   Rockwell Automation, Inc.

   

   31,878,400411,100

   Snap-on Incorporated

   

   75,477,960248,339,760Industrials – Commercial & Professional Services — 5.24%382,500

   Cintas Corporation

   

   75,662,325966,000

   Copart, Inc.*

   

   49,777,980185,000

   Equifax Inc.

   

   24,155,450149,595,755Information Technology – Hardware & Equipment — 6.79%440,000

   Apple Inc.

   

   99,325,6001,945,000

   Cisco Systems, Inc.

   

   94,624,250193,949,850
  The accompanying notes to financial statements are an integral part of this schedule. – 7–


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Schedule of Investments(continued)September 30, 2018 (unaudited) Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 96.22% (continued)Information Technology – Semiconductors &Semiconductor Equipment — 2.61%1,000,000

   Intel Corporation

   $

   47,290,000300,000

   Skyworks Solutions, Inc.

   

   27,213,00074,503,000Information Technology – Software & Services — 13.97%125,000

   Black Knight, Inc.*

   

   6,493,750210,000

   Gartner, Inc.*

   

   33,285,000195,000

   International Business Machines Corporation

   

   29,485,950375,000

   Mastercard Incorporated – Class A

   

   83,478,750840,000

   Microsoft Corporation

   

   96,070,800187,500

   salesforce.com, inc.*

   

   29,818,125125,000

   ServiceNow, Inc.*

   

   24,453,750450,000

   Visa Inc. – Class A

   

   67,540,500195,000

   Workday, Inc.*

   

   28,466,100399,092,725Materials — 2.62%330,000

   Albemarle Corporation

   

   32,927,400955,802

   Ball Corporation

   

   42,045,73074,973,130Real Estate — 1.76%1,140,000

   CBRE Group, Inc.*

   

   50,274,000TOTAL COMMON STOCKS(cost $1,606,934,080)

   

   2,748,386,513
  The accompanying notes to financial statements are an integral part of this schedule. – 8–


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Schedule of Investments(continued)September 30, 2018 (unaudited) Shares orPrincipalAmount

   

   

   ValueSHORT-TERM INVESTMENTS — 3.79%U.S. Government Securities – 2.31%$

   10,000,000

   U.S. Treasury Bill 10/04/2018, 1.912%

   $

   9,998,42915,000,000

   U.S. Treasury Bill 10/11/2018, 1.938%

   

   14,992,03920,000,000

   U.S. Treasury Bill 10/18/2018, 1.964%

   

   19,981,71821,000,000

   U.S. Treasury Bill 10/25/2018, 2.056%

   

   20,971,65465,943,840Money Market Funds – 1.48%8,055,431

   Invesco Treasury Portfolio Short-Term Investments Trust(Institutional Class), 7-day net yield 1.97%

   

   8,055,43134,284,247

   Morgan Stanley Liquidity Funds Government Portfolio(Institutional Class), 7-day net yield 1.92%

   

   34,284,24742,339,678TOTAL SHORT-TERM INVESTMENTS(cost $108,283,518)

   

   108,283,518TOTAL INVESTMENTS(cost $1,715,217,598) – 100.01%

   

   2,856,670,031LIABILITIES, NET OF OTHER ASSETS – (0.01)%

   

   (236,996

   )TOTAL NET ASSETS(basis of percentages disclosed above) – 100%

   $

   2,856,433,035* Non-income producing security.
  The accompanying notes to financial statements are an integral part of this schedule. – 9–


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Statement of Assets and LiabilitiesSeptember 30, 2018 (unaudited) ASSETSInvestments in securities at value (cost $1,715,217,598)

   $

   2,856,670,031Receivables —Dividend and interest

   

   1,644,298Capital stock subscription

   

   1,441Total receivables

   

   1,645,739Other

   

   78,149Total assets

   

   2,858,393,919LIABILITIESPayables —Investment securities purchased

   

   353,018Due to adviser —Management fee

   

   1,381,287Accounting and administrative fee

   

   46,599Total due to adviser

   

   1,427,886Other payables and accrued expense

   

   179,980Total liabilities

   

   1,960,884Total net assets

   $

   2,856,433,035NET ASSETS CONSIST OFPaid in capital

   $

   1,585,713,315Accumulated distributable earnings

   

   1,270,719,720Total net assets

   $

   2,856,433,035NET ASSET VALUE PER SHARE ($.50 par value,200,000,000 shares authorized), offering priceand redemption price (42,250,626 shares outstanding)

   $

   67.61
  The accompanying notes to financial statements are an integral part of this statement. – 10 –


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Statement of OperationsFor the six months ended September 30, 2018 (unaudited) INCOMEDividend

   $

   16,739,118Interest

   

   906,865Total income

   

   17,645,983EXPENSESManagement fee

   

   9,032,704Transfer agent fees

   

   318,614Accounting and administrative fees

   

   308,142Custodian fees

   

   67,034Insurance

   

   43,866Printing

   

   43,469Postage and mailing

   

   36,843Registration fees

   

   34,780Directors’ fees

   

   18,938Audit and tax fees

   

   16,062Accounting system and pricing service fees

   

   11,054Legal fees

   

   4,906Other operating expenses

   

   4,961Total expenses

   

   9,941,373Net investment income

   

   7,704,610NET REALIZED GAIN ON INVESTMENTS

   

   124,566,220CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATIONON INVESTMENTS

   

   169,663,484Net realized and unrealized gain on investments

   

   294,229,704Net increase in net assets resulting from operations

   $

   301,934,314
  The accompanying notes to financial statements are an integral part of this statement. – 11 –


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Statements of Changes in Net AssetsFor the six months ended September 30, 2018 (unaudited)and the year ended March 31, 2018 Six Months Ended09/30/2018

   

   

   Year Ended(unaudited)

   

   

   03/31/2018INCREASE (DECREASE) INNET ASSETS FROM OPERATIONSNet investment income

   $

   7,704,610

   

   $

   12,718,322Net realized gain on investments

   

   124,566,220

   

   

   230,546,375Change in net unrealizedappreciation/depreciation on investments

   

   169,663,484

   

   

   27,031,387Net increase in netassets resulting from operations

   

   301,934,314

   

   

   270,296,084DISTRIBUTIONS TO SHAREHOLDERSFrom investment operations

   

   (66,470,394

   )

   

   —From net investment income

   

   —

   

   

   (17,187,813

   )From net realized gain on investments

   

   —

   

   

   (389,682,184

   )Total distributions

   

   (66,470,394

   )

   

   (406,869,997

   )CAPITAL SHARE TRANSACTIONSProceeds from shares issued(258,018 and 875,365 shares, respectively)

   

   16,603,313

   

   

   55,970,312Reinvestment of distributions(975,472 and 6,207,383 shares, respectively)

   

   62,196,104

   

   

   382,995,795Cost of shares redeemed(2,392,208 and 7,174,761 shares, respectively)

   

   (153,650,924

   )

   

   (456,992,987

   )Change in net assets derivedfrom capital share transactions

   

   (74,851,507

   )

   

   (18,026,880

   )Total increase (decrease) in net assets

   

   160,612,413

   

   

   (154,600,793

   )NET ASSETSBeginning of period

   

   2,695,820,622

   

   

   2,850,421,415End of period

   $

   2,856,433,035

   

   $

   2,695,820,622
  The accompanying notes to financial statements are an integral part of these statements. – 12 –


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Notes to Financial StatementsSeptember 30, 2018 (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 with thefinancial statements and financial highlights and notes in the Fund’s Annual Report on FormN-CSR for the year ended March 31, 2018.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. Investments in shares of open-end mutual funds, including moneymarket funds, are valued at their daily net asset value, which is calculated as of theclose of regular trading on the New York Stock Exchange. Debt securities, excludingshort-term investments, are valued at their current evaluated bid price as determinedby an independent pricing service, which generates evaluations on the basis ofdealer quotes for normal institutional-sized trading units, issuer analysis, bondmarket activity and various other factors. Securities for which market quotationsmay not be readily available are valued at their fair value as determined in good faithby procedures adopted by the Board of Directors. Short-term investmentspurchased at par are valued at cost, which approximates market value. Short-terminvestments purchased at a premium or discount are stated at amortized cost, whichapproximates market value. The Fund did not maintain any positions in derivativeinstruments or engage in hedging activities during the year. Investment transactionsfor 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 be – 13 –


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Notes to Financial Statements(continued)September 30, 2018 (unaudited)observable 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.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 for similarinvestments, interest rates, benchmark yields, bids, offers, transactions,spreads and other relationships observed in the markets among marketsecurities, underlying equity of the issuer, proprietary pricing models,credit risk, etc.)Level 3 – significant unobservable inputs (including the Fund’s own assumptions indetermining 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, 2018 in valuingthe Fund’s investments carried at value: InvestmentsValuation Inputs

   

   in SecuritiesLevel 1 –Common Stocks(1)

   $

   2,748,386,513Money Market Funds

   

   42,339,678Level 2 –U.S. Government Securities

   

   65,943,840Level 3 –None

   

   —Total

   $

   2,856,670,031(1) See Schedule of Investments for further detail by industry.
  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 on – 14 –


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Notes to Financial Statements(continued)September 30, 2018 (unaudited)sales of investments to its shareholders and otherwise comply with the provisionsof Subchapter M of the Internal Revenue Code applicable to regulatedinvestment companies.(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 declared andpaid 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 for permanentbook-to-tax differences to reflect tax character.The tax character of distributions paid during the six months ended September 30,2018 and the year ended March 31, 2018 was as follows: 09/30/2018

   

   03/31/2018Distributions paid from:Ordinary income

   $

   3,631,915

   $

   17,187,813Long-term capital gain

   

   62,838,479

   

   389,682,184Total distributions paid

   $

   66,470,394

   $

   406,869,997
  As of September 30, 2018, investment cost for federal tax purposes was$1,708,424,952 and the tax basis components of net assets were as follows: Unrealized appreciation

   $

   1,166,209,617Unrealized depreciation

   

   (17,964,538

   )Net unrealized appreciation

   $

   1,148,245,079
  The difference between financial statement and tax-basis cost is attributable primarilyto the tax deferral of wash sales losses and holdings in partnership interests.The Fund had no material uncertain tax positions and has not recorded a liability forunrecognized tax benefits as of September 30, 2018. Also, the Fund recognized nointerest and penalties related to uncertain tax benefits during the period endedSeptember 30, 2018. At September 30, 2018, the fiscal years 2015 through 2018remain open to examination in the Fund’s major tax jurisdictions.(f) The Fund is considered an investment company under U.S. GAAP and follows theaccounting and reporting guidance applicable to investment companies in theFinancial Accounting Standards Board (“FASB”) ASC 946, “Financial Services –Investment Companies.” U.S. GAAP guidance requires management to makeestimates and assumptions that effect the amounts reported in the financialstatements and accompanying notes. Actual results could differ from estimates.(g) In the normal course of business the Fund enters into contracts that contain generalindemnification clauses. The Fund’s maximum exposure under these arrangementsis unknown, as this would involve future claims against the Fund that have not yetoccurred. Based on experience, the Fund expects the risk of loss to be remote. – 15 –


---



Notes to Financial Statements(continued)September 30, 2018 (unaudited)(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, 2018. There have been no material subsequent eventssince September 30, 2018 that would require adjustment to or additional disclosurein these financial statements.(2) Related Parties (a) Investment Adviser and Management Agreement The 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 0.75% of the average net assetvalue up to and including $50 million and 0.65% of the average net asset value inexcess of $50 million.The Adviser may be paid for accounting and administrative services rendered by itspersonnel, subject to the following guidelines: (i) up to five basis points, on anannual basis, of the average net asset value of the Fund up to and including$2 billion and up to three basis points, on an annual basis, of the average net assetvalue of the Fund greater than $2 billion, based on the average net asset value ofthe Fund as determined by valuations made at the close of each business day ofeach month, and (ii) where the preceding calculation results in an annual paymentof less than $50,000, the Adviser, in its discretion, may charge the Fund up to$50,000 for such services.(b) Legal Counsel A director of the Adviser is affiliated with a law firm that provides services to theFund. The Fund incurred expenses of $2,656 for the six-month period endedSeptember 30, 2018 for legal services rendered by this law firm.(3) Investment Transactions For the period ended September 30, 2018, the cost of purchases and the proceeds fromsales of investment securities, other than short-term obligations, aggregated$201,709,760 and $324,798,523, respectively.(4) New Accounting Pronouncement On August 28, 2018, the FASB issued Accounting Standards Update (ASU) 2018-13,Disclosure Framework  Changes to the Disclosure Requirements for Fair ValueMeasurement, which amends the fair value disclosure requirements of ASC 820. Theamendments of ASU 2018-13 include new, eliminated, and modified disclosurerequirements of ASC 820. In addition, the amendments clarify that materiality is anappropriate consideration of entities when evaluating disclosure requirements. TheASU is effective for fiscal years beginning after December 15, 2019, including interimperiods therein. Early adoption is permitted for any eliminated or modified disclosuresupon issuance of this ASU. The Fund has early adopted ASU 2018-13 for these financialstatements.  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

   

   769,243March 31, 2013

   

   55.01

   

   0.0144

   

   

   2.6127

   

   20.1

   

   934,800March 31, 2014

   

   65.28

   

   0.3265

   

   

   2.7697

   

   21.0

   

   1,166,414March 31, 2015

   

   71.57

   

   0.2066

   

   

   5.6554

   

   21.5

   

   1,393,972March 31, 2016

   

   61.78

   

   0.3937

   

   

   3.4892

   

   16.8

   

   1,272,980March 31, 2017

   

   65.52

   

   0.4386

   

   

   1.7763

   

   22.2

   

   1,398,599March 31, 2018

   

   62.10

   

   0.4061

   

   

   9.2027

   

   23.9

   

   1,539,955September 30, 2018

   

   67.61

   

   0.0855

   (a)

   

   1.4793

   (a)

   24.1

   

   1,717,739
  (1)

   Date of Initial Public Offering.(2)

   Based on latest 12 months accomplished earnings.(3)

   Assuming reinvestment of all distributions.(a)

   Paid on June 6, 2018 to shareholders of record on June 5, 2018. – 17 –


---



Approval of Investment Advisory Contract(unaudited)In April 2018, the Board of Directors of the Fund renewed the one-year term of the InvestmentAdvisory Agreement by and between the Fund and the Adviser through April 2019. Inconnection with the renewal of the Investment Advisory Agreement, no changes to theamount or manner of calculation of the management fee or the terms of the agreement wereproposed by the Adviser or adopted by the Board. For the fiscal year ended March 31, 2018,the management fee was 0.65% and the Funds total expense ratio (including themanagement fee) was 0.72%. In renewing the Investment Advisory Agreement, the Boardcarefully considered the following factors on an absolute basis and relative to the Funds peergroup (i) the Funds expense ratio, which was low compared to the overall peer group; (ii) theFund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 dataincluded mid- and large-cap blend and growth focused funds with similar asset sizes and aprospectus objective of growth. In terms of the peer group data used for performancecomparisons, the Fund was ranked 25th, 29th, 25th and 12th out of 30 funds for the one-,three-, five- and ten-year periods ending March 31, 2018. The Fund had the seventh lowestexpense ratio among its peer group. The Board also reviewed the Funds risk/return profile asmeasured 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 underthe Advisory Agreement. The Board discussed the nature, extent, and quality of the servicesto be provided by the Adviser and concluded that the services provided were consistent withthe terms of the advisory agreement and the needs of the Fund, and that the servicesprovided were of a high quality. The Board considered the investment performance of theFund and the Adviser. Among other things, the Board noted its consideration of the Fundsperformance relative to peer funds. The Board reviewed the actual relative short-term andlong-term performance of the Fund. The Board agreed that the Fund demonstrated strongperformance relative to benchmarks and its peers. The Board also discussed the extent towhich economies of scale would be realized, and whether such economies were reflected inthe Funds fee levels and concluded that the Adviser had been instrumental in holding downFund costs, citing consistently low fees relative to comparable funds.The Board considered the cost of services provided by the Adviser. The Board alsoconsidered the profits realized by the Adviser in connection with the management anddistribution of the Fund, as expressed by the Advisers management in general terms. TheBoard expressed the opinion that given the Boards focus on performance and maintaining alow fee structure that the Advisers profits were not relevant.The Board determined that the Adviser had fully and adequately carried out the terms andconditions of its contract with the Fund. The Board expressed satisfaction with the Fundsperformance, managements control of expenses and the rate of the management fee for theFund and the overall level of services provided to the Fund by the Adviser.  18 


---



Information on Proxy Voting(unaudited)A description of the policies and procedures that the Fund uses to determine how to voteproxies relating to portfolio securities is available, without charge, upon request by calling800-544-6547 or 414-276-0535. It also appears in the Fund’s Statement of AdditionalInformation, which can be found on the SEC’s website, www.sec.gov. A record of how theFund voted its proxies for the most recent twelve-month period ended June 30, also isavailable 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 thirdquarters of each fiscal year on Form N-Q. The Fund’s Form N-Q’s are available on the SEC’swebsite at www.sec.gov and may be reviewed and copied at the SEC’s Public ReferenceRoom in Washington, D.C. Information on the operation of the Public Reference Room maybe obtained by calling 800-SEC-0330. – 19 –


---



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 –


---



Automatic Investment Plan — An Update(unaudited)The Nicholas Family of Funds’ Automatic Investment Plan provides a simple method to dollarcost average into the fund(s) of your choice.Dollar cost averaging involves making equal systematic investments over an extended timeperiod. A fixed dollar investment will purchase more shares when the market is low and fewershares when the market is high. The automatic investment plan is an excellent way for you tobecome a disciplined investor.The following table illustrates what dollar cost averaging can achieve. Please note that pastperformance is no guarantee of future results. Nicholas Company recommends dollar costaveraging as a practical investment method. It should be consistently applied for long periodsso that investments are made through several market cycles. Nicholas Fund$1,000 initial investment on

   

   07/14/69

   *

   

   09/30/08Number of years investing $100 each monthfollowing the date of initial investment

   

   49.2

   

   

   10Total cash invested

   $

   60,100

   

   $

   13,000Total dividend and capital gain distributions reinvested .

   $

   2,028,863

   

   $

   8,730Total full shares owned at 09/30/18

   

   38,935

   

   

   406Total market value at 09/30/18

   $

   2,632,426

   

   $

   27,493
  The results above assume purchase on the last day of the month. The Nicholas AutomaticInvestment Plan actually invests on the date specified by the investor. Total market valueincludes reinvestment of all distributions.*Date of Initial Public Offering. – 21 –


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Directors and OfficersDAVID O. NICHOLAS, President and DirectorJOHN A. HAUSER, DirectorTIMOTHY P. REILAND, DirectorJAY H. ROBERTSON, DirectorDAVID L. JOHNSON, Executive Vice PresidentJENNIFER R. KLOEHN, Senior Vice President,Treasurer and Chief Compliance OfficerLAWRENCE J. PAVELEC, Senior Vice President and SecretaryMICHAEL L. SHELTON, Vice PresidentCANDACE L. LESAK, Vice PresidentInvestment 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, WisconsinCustodianU.S. BANK N.A.Milwaukee, WisconsinIndependent Registered Public Accounting FirmDELOITTE & TOUCHE LLPMilwaukee, WisconsinCounselMICHAEL 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.


---



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. (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/ David O. NicholasName: David O. NicholasTitle: Principal Executive OfficerDate:November 29, 2018 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/ David O. NicholasName: David O. NicholasTitle: Principal Executive OfficerDate:November 29, 2018By:/s/ Jennifer R. KloehnName: Jennifer R. KloehnTitle: Principal Financial OfficerDate: Date:November 29, 2018