REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors 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, 2013, 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 fund'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 fund'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 fund; (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 fund are being made only in
accordance with authorizations of management and directors of the
fund; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition
of a fund'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 fund'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, 2013.

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 20, 2013