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,
2016, 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, 2016.

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 26, 2016