INVESTMENT ADVISORY AGREEMENT


    AGREEMENT   made   this  _____ day  of  ____________,   1985,
between NICHOLAS FUND, INC., a Maryland corporation (the "Fund"),
and   NICHOLAS  COMPANY,  INC.,  a  Wisconsin  corporation   (the
"Adviser"):

    1.   The  Fund  hereby  employs the  Adviser  to  manage  the
investment  and reinvestment of the assets of the  Fund  for  the
period  and  on  the  terms set forth in  this  Agreement.    The
Adviser  hereby  accepts such employment  for   the  compensation
herein  provided  and  agrees during such period  to  render  the
services and to assume the obligations herein set forth.

    2.   The Adviser shall for all purposes herein be deemed   to
be  an  independent  contractor  and  shall,   unless   otherwise
expressly  provided  or authorized, have no authority to act  for
or  represent the Fund in any way or otherwise be deemed an agent
of  the  Fund.   However,  one  or more  shareholders,  officers,
directors  or  employees of the Adviser may  serve  as  directors
and/or  officers  of  the  Fund,  but  without  compensation   or
reimbursement  of  expenses  for such  services  from  the  Fund.
Nothing  herein contained shall be deemed to require the Fund  to
take any action contrary to its Articles of Incorporation or  any
applicable  statute or regulation, or to relieve or  deprive  the
board  of  directors  of the Fund of its responsibility  for  and
control of the affairs of the Fund.

    3.  The Adviser, at its own expense and without reimbursement
from the Fund, shall furnish office space, office facilities, and
executive officers and executive expenses for managing the assets
of  the  Fund.   The  Adviser  shall  also  bear  all  sales  and
promotional  expenses  of  the  Fund,  including  the   cost   of
prospectuses delivered  to prospective investors other than those
who have requested information from the Fund, except for expenses
incurred in complying with laws regulating the issue or  sale  of
securities.  However, fees paid for attendance at meetings of the
Fund's  board of directors to directors of the Fund who  are  not
interested  persons of the Adviser, as defined in the  Investment
Company Act of 1940, as amended, or officers or employees of  the
Fund,  shall be borne by the Fund.  The Fund shall bear all other
expenses  of  its operations, or shall reimburse the Adviser  for
such  other expenses initially incurred by it, provided that  the
total expenses borne by the Fund, including the Adviser's fee but
excluding  all  Federal,  State and local  taxes,  interest,  and
brokerage  charges, shall not in any year exceed that  percentage
of  average  net  asset  value of the  Fund  for  such  year,  as
determined  by  appraisals made as of the close of each  business
day,  which  is the most restrictive percentage provided  by  the
state laws of the various states in which the Fund's common stock
is qualified for sale. The expenses of the Fund's operation borne
by  the  Fund include, by way of illustration and not limitation,
the  costs  of preparing and printing its registration statements
required  under  the  Securities Act of 1933 and  the  Investment
Company  Act  of  1940 (and amendments thereto), the  expense  of
registering   its  shares  with  the  Securities   and   Exchange
Commission  and in the various states, the cost of  prospectuses,
the cost of stock certificates, reports to shareholders, interest
charges,   taxes,   legal   expenses,  noninterested   directors'
fees,  salaries  of   administrative  and   clerical   personnel,
association  membership  dues, auditing  and accounting services,
fees  and  expenses  of  the  custodian  of  the  Fund's  assets,
printing and mailing  expenses, postage,   charges  and  expenses
of dividend  disbursing  agents,  registrars  and  stock transfer
agents and the cost of keeping  all necessary shareholder records
and accounts.

    The  Fund shall monitor its expense ratio on a regular basis.
At  such  times as it appears that the expenses of the Fund  will
exceed the expense limitation established herein, the Fund  shall
create  an account receivable from the Adviser for the amount  of
such  excess.  The Adviser is deemed indebted to the Fund  as  of
the  last day of the Fund's fiscal year and shall pay to the Fund
the  amount shown on such account receivable not later  than  the
last  day  of  the first month following the end  of  the  Fund's
fiscal year.

    4.   For  the  services to be rendered and  the  charges  and
expenses  to be assumed by the Adviser hereunder, the Fund  shall
pay  to  the  Adviser an annual fee, paid monthly, based  on  the
average  net asset value of the Fund, as determined by appraisals
made  as  of  the close of each business day of the  month.   The
annual  fee  shall be seventy-five one hundredths of one  percent
(.75  of  1%)  of  such  net  asset  value  up  to  an  including
$50,000,000, and sixty-five one hundredths of one percent (.65 of
1%)  of  the  average net asset value of the Fund  in  excess  of
$50,000,000.  Such fee shall be prorated in any  month  in  which
this Agreement is not in effect for the entire month.

    5.   The Adviser shall not take, and shall not permit any  of
its  shareholders, officers, directors, or employees  to  take  a
long or short position in the shares of the Fund, except for  the
purchase  of  shares of the Fund for investment purposes  at  the
same  price  as  that  available to the public  at  the  time  of
purchase,  or  in connection with the original capitalization  of
the Fund.

    6.  The services of the Adviser to the Fund hereunder are not
to  be  deemed exclusive and the Adviser shall be free to furnish
similar services to others so long as the services hereunder  are
not impaired thereby.  Although the Adviser has permitted and  is
permitting the Fund to use the name '1Nicholas", it is understood
and  agreed  that the Adviser reserves the right to  use  and  to
permit other persons, firms or corporations, including investment
companies, to use such name.

    7.  This Agreement may not be amended without the approval of
the  board of directors of the Fund in the manner required by the
Investment Company Act of 1940, and by the vote of a majority  of
the  outstanding voting securities of the Fund, as defined in the
Investment Company Act of 1940.

    8.  This Agreement may be terminated at any time, without the
payment of any penalty, by the board of directors of the Fund  or
by a vote of the majority of the outstanding voting securities of
the  Fund, as defined in the Investment Company Act of 1940, upon
giving  sixty  (60)  days written notice  to  the  Adviser.  This
Agreement may be terminated by the Adviser at any time  upon  the
giving  of  sixty  (60) days written notice to  the  Fund.   This
Agreement  shall  terminate automatically in  the  event  of  its
assignment  (as    defined   in   Section   2(aX4)   of       the
Investment   Company   Act  of  1940).    Until   terminated   as
hereinbefore provided, this Agreement shall continue in effect so
long as such continuance is specifically approved annually by (i)
the board of directors of the Fund or by a vote of a majority  of
the  outstanding voting securities of the Fund, as defined in the
Investment  Company Act of 1940, and (ii) the board of  directors
of  the Fund in the manner required by the Investment Company Act
of 1940, provided that any such approval may be made effective no
more than sixty (60) days thereafter.

    IN  WITNESS  WHEREOF,  the parties hereto  have  caused  this
Agreement to be executed on the day first written.


                                 NICHOLAS FUND, INC.


                                
                                     /s/ Albert O. Nicholas
                                     _____________________________
                                 By: Albert 0. Nicholas, President

                                     /s/ Thomas J. Saeger
                                     ___________________________
                                 By: Thomas J. Saeger, Secretary


                                 NICHOLAS COMPANY, INC.

                                     /s/ Albert O. Nicholas
                                     _____________________________
                                 By: Albert 0. Nicholas, President

                                     /s/ David E. Leichtfuss
                                     ______________________________
                                     David E. Leichtfuss, Secretary