UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-01728


Nicholas Fund, Inc.
-------------------------------------------------------------------------
  (Exact name of registrant as specified in charter)

700 North Water Street
Milwaukee, Wisconsin 53202
-------------------------------------------------------------------------
  (Address of principal executive offices)

Jeffrey T. May
700 North Water Street
Milwaukee, Wisconsin 53202
-------------------------------------------------------------------------
  (Name and address of agent for service)


Registrant's telephone number, including area code: 414-272-4650

Date of Fiscal year-end: 03/31/2008

Date of reporting period: 07/01/2006 - 06/30/2007


`AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard E. Floor           For       For        Management
1.2   Elect Director Sean M. Healey             For       For        Management
1.3   Elect Director Harold J. Meyerman         For       For        Management
1.4   Elect Director William J. Nutt            For       For        Management
1.5   Elect Director Rita M. Rodriguez          For       For        Management
1.6   Elect Director Patrick T. Ryan            For       For        Management
1.7   Elect Director Jide J. Zeitlin            For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

ALBERTO-CULVER CO.

Ticker:       ACV            Security ID:  013068101
Meeting Date: NOV 10, 2006   Meeting Type: Special
Record Date:  OCT 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Adoption of Investment Agreement and      For       For        Management
      Transactions of Holding Company Merger
      and New Sally Share Issuance


--------------------------------------------------------------------------------

AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 23, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.7   Elect Director Jan Leschly                For       For        Management
1.8   Elect Director Richard C. Levin           For       For        Management
1.9   Elect Director Richard A. McGinn          For       For        Management
1.10  Elect Director Edward D. Miller           For       For        Management
1.11  Elect Director Frank P. Popoff            For       For        Management
1.12  Elect Director Steven S. Reinemund        For       For        Management
1.13  Elect Director Robert D. Walter           For       For        Management
1.14  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Provide for Cumulative Voting             Against   Against    Shareholder


--------------------------------------------------------------------------------

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Eugene C. Fiedorek         For       Against    Management
2     Elect Director Patricia Albjerg Graham    For       Against    Management
3     Elect Director F. H. Merelli              For       Against    Management
4     Elect Director Raymond Plank              For       Against    Management
5     Approve Omnibus Stock Plan                For       Against    Management
6     Company-Specific --Reimbursement of Proxy Against   Against    Shareholder
      Expenses


--------------------------------------------------------------------------------

BANK MUTUAL CORPORATION

Ticker:       BKMU           Security ID:  063750103
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond W. Dwyer, Jr.      For       For        Management
1.2   Elect Director Mark C. Herr               For       For        Management
1.3   Elect Director J. Gus Swoboda             For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

BEMIS COMPANY, INC.

Ticker:       BMS            Security ID:  081437105
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nancy P. McDonald          For       For        Management
1.2   Elect Director Jeffrey H. Curler          For       For        Management
1.3   Elect Director Roger D. O'Shaughnessy     For       For        Management
1.4   Elect Director David S. Haffner           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Pay Disparity                   Against   Against    Shareholder


--------------------------------------------------------------------------------

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 5, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Howard G. Buffett          For       For        Management
1.4   Elect Director Susan L. Decker            For       For        Management
1.5   Elect Director William H. Gates III       For       Withhold   Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management
2     Prohibit Investments in Foreign           Against   Against    Shareholder
      Corporations Operating in Markets
      Embargoed by the United States Government


--------------------------------------------------------------------------------

BROWN & BROWN, INC.

Ticker:       BRO            Security ID:  115236101
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Hyatt Brown             For       For        Management
1.2   Elect Director Samuel P. Bell, III        For       Withhold   Management
1.3   Elect Director Hugh M. Brown              For       For        Management
1.4   Elect Director Bradley Currey, Jr.        For       For        Management
1.5   Elect Director Jim W. Henderson           For       For        Management
1.6   Elect Director Theodore J. Hoepner        For       For        Management
1.7   Elect Director David H. Hughes            For       For        Management
1.8   Elect Director Toni Jennings              For       For        Management
1.9   Elect Director John R. Riedman            For       For        Management
1.10  Elect Director Jan E. Smith               For       For        Management
1.11  Elect Director Chilton D. Varner          For       For        Management


--------------------------------------------------------------------------------

CALIFORNIA PIZZA KITCHEN, INC.

Ticker:       CPKI           Security ID:  13054D109
Meeting Date: JUN 20, 2007   Meeting Type: Annual
Record Date:  APR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William C. Baker           For       For        Management
1.2   Elect Director Larry S. Flax              For       For        Management
1.3   Elect Director Henry Gluck                For       For        Management
1.4   Elect Director Steven C. Good             For       For        Management
1.5   Elect Director Charles G. Phillips        For       For        Management
1.6   Elect Director Avedick B. Poladian        For       For        Management
1.7   Elect Director Richard L. Rosenfield      For       For        Management
1.8   Elect Director Alan I. Rothenberg         For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: AUG 22, 2006   Meeting Type: Special
Record Date:  JUL 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


--------------------------------------------------------------------------------

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Ronald Dietz            For       For        Management
1.2   Elect Director Lewis Hay, III             For       For        Management
1.3   Elect Director Mayo A. Shattuck, III      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles of Incorporation - Remove  For       For        Management
      Provision of Plurality Voting for the
      Election of Directors
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


--------------------------------------------------------------------------------

CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 8, 2006    Meeting Type: Annual
Record Date:  SEP 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Finn               For       For        Management
1.2   Elect Director David W. Raisbeck          For       For        Management
1.3   Elect Director Robert D. Walter           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreements               Against   For        Shareholder
      (Change-in-Control)to Shareholder Vote
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


--------------------------------------------------------------------------------

CDW CORP.

Ticker:       CDWC           Security ID:  12512N105
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michelle L. Collins        For       For        Management
2     Elect Director Casey G. Cowell            For       For        Management
3     Elect Director John A. Edwardson          For       For        Management
4     Elect Director Daniel S. Goldin           For       For        Management
5     Elect Director Thomas J. Hansen           For       For        Management
6     Elect Director Donald P. Jacobs           For       For        Management
7     Elect Director Stephan A. James           For       For        Management
8     Elect Director Michael P. Krasny          For       For        Management
9     Elect Director Terry L. Lengfelder        For       For        Management
10    Elect Director Susan D. Wellington        For       For        Management
11    Elect Director Brian E. Williams          For       For        Management
12    Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

CEMEX S.A.

Ticker:       CX             Security ID:  151290889
Meeting Date: AUG 31, 2006   Meeting Type: Special
Record Date:  AUG 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PRESENTATION, DISCUSSION AND APPROVAL OF  For       For        Management
      THE PROJECT THAT MODIFIES THE ISSUANCE
      DEED OF THE ORDINARY PARTICIPATION
      CERTIFICATES DENOMINATED  CEMEX.CPO , AS
      WELL AS THE TRUST AGREEMENT NUMBER
      111033-9 EXECUTED BY  BANCO NACIONAL DE
      MEXICO, S.A.  AS  CEMEX


--------------------------------------------------------------------------------

CEMEX S.A.B. DE C.V.

Ticker:       CX             Security ID:  151290889
Meeting Date: DEC 7, 2006    Meeting Type: Annual
Record Date:  NOV 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     CONSIDERATION AND, IF APPLICABLE,         For       For        Management
      AUTHORIZATION OF A TRANSACTION, AFTER
      HEARING A REPORT BY THE CHIEF EXECUTIVE
      OFFICER AND THE OPINION OF THE BOARD OF
      DIRECTORS.


--------------------------------------------------------------------------------

CEMEX S.A.B. DE C.V.

Ticker:       CX             Security ID:  151290889
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for 2006 Fiscal Year
2     Approve Allocation of Income; Set         For       For        Management
      Aggregate Nominal Amount of Share
      Repurchase
3     Authorize Increase in Variable Portion of For       For        Management
      Capital via Capitalization of Accumulated
      Profits Account
4     Elect Board Members; Elect Members and    For       For        Management
      Chairman of Both Audit and Corporate
      Practices Committee
5     Approve Remuneration of Directors and     For       Against    Management
      Members of the Board Committees
6     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting


--------------------------------------------------------------------------------

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Decker Anstrom          For       For        Management
1.2   Elect Director Kenneth J. Bacon           For       For        Management
1.3   Elect Director Sheldon M. Bonovitz        For       For        Management
1.4   Elect Director Edward D. Breen            For       For        Management
1.5   Elect Director Julian A. Brodsky          For       For        Management
1.6   Elect Director Joseph J. Collins          For       For        Management
1.7   Elect Director J. Michael Cook            For       For        Management
1.8   Elect Director Jeffrey A. Honickman       For       For        Management
1.9   Elect Director Brian L. Roberts           For       For        Management
1.10  Elect Director Ralph J. Roberts           For       For        Management
1.11  Elect Director Judith Rodin               For       For        Management
1.12  Elect Director Michael I. Sovern          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Prepare Sustainability Report             Against   Against    Shareholder
6     Company-Specific -- Adopt                 Against   For        Shareholder
      Recapitalization Plan
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Report on Pay Disparity                   Against   Against    Shareholder
9     Report on Political Contributions         Against   Against    Shareholder


--------------------------------------------------------------------------------

CONSTELLATION BRANDS, INC.

Ticker:       STZ.B          Security ID:  21036P108
Meeting Date: JUL 27, 2006   Meeting Type: Annual
Record Date:  MAY 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry A. Fromberg          For       For        Management
1.2   Elect Director Jeananne K. Hauswald       For       For        Management
1.3   Elect Director James A. Locke, III        For       For        Management
1.4   Elect Director Richard Sands              For       For        Management
1.5   Elect Director Robert Sands               For       For        Management
1.6   Elect Director Thomas C. McDermott        For       For        Management
1.7   Elect Director Paul L. Smith              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Nonqualified Employee Stock       For       Against    Management
      Purchase Plan


--------------------------------------------------------------------------------

DAVITA INC.

Ticker:       DVA            Security ID:  23918K108
Meeting Date: MAY 29, 2007   Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charles G. Berg            For       For        Management
2     Elect Director Willard W. Brittain, Jr.   For       For        Management
3     Elect Director Nancy-Ann DeParle          For       For        Management
4     Elect Director Peter T. Grauer            For       For        Management
5     Elect Director John M. Nehra              For       For        Management
6     Elect Director William L. Roper, M.D.     For       For        Management
7     Elect Director Kent J. Thiry              For       For        Management
8     Elect Director Roger J. Valine            For       For        Management
9     Elect Director Richard C. Vaughan         For       For        Management
10    Increase Authorized Common Stock          For       Against    Management
11    Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
12    Amend Omnibus Stock Plan                  For       Against    Management
13    Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 25, 2006   Meeting Type: Annual
Record Date:  JUL 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director August A. Busch, IV        For       For        Management
1.3   Elect Director John A. Edwardson          For       For        Management
1.4   Elect Director Judith L. Estrin           For       Withhold   Management
1.5   Elect Director J. Kenneth Glass           For       For        Management
1.6   Elect Director Philip Greer               For       For        Management
1.7   Elect Director J.R. Hyde, III             For       For        Management
1.8   Elect Director Shirley A. Jackson         For       For        Management
1.9   Elect Director Steven R. Loranger         For       For        Management
1.10  Elect Director Charles T. Manatt          For       For        Management
1.11  Elect Director Frederick W. Smith         For       For        Management
1.12  Elect Director Joshua I. Smith            For       For        Management
1.13  Elect Director Paul S. Walsh              For       For        Management
1.14  Elect Director Peter S. Willmott          For       Withhold   Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Environmental Policy            Against   For        Shareholder
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


--------------------------------------------------------------------------------

FISHER SCIENTIFIC INTERNATIONAL INC.

Ticker:       FSH            Security ID:  338032204
Meeting Date: AUG 30, 2006   Meeting Type: Special
Record Date:  JUL 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


--------------------------------------------------------------------------------

FORTUNE BRANDS, INC.

Ticker:       FO             Security ID:  349631101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anne M. Tatlock            For       For        Management
1.2   Elect Director Norman H. Wesley           For       For        Management
1.3   Elect Director Peter M. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Approve Omnibus Stock Plan                For       Against    Management
5     Declassify the Board of Directors         Against   For        Shareholder
6     Pay For Superior Performance              Against   Against    Shareholder


--------------------------------------------------------------------------------

GENERAL DYNAMICS CORP.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Nicholas D. Chabraja       For       For        Management
2     Elect Director James S. Crown             For       For        Management
3     Elect Director William P. Fricks          For       For        Management
4     Elect Director Charles H. Goodman         For       For        Management
5     Elect Director Jay L. Johnson             For       For        Management
6     Elect Director George A. Joulwan          For       For        Management
7     Elect Director Paul G. Kaminski           For       For        Management
8     Elect Director John M. Keane              For       For        Management
9     Elect Director Deborah J. Lucas           For       For        Management
10    Elect Director Lester L. Lyles            For       For        Management
11    Elect Director Carl E. Mundy, Jr.         For       For        Management
12    Elect Director Robert Walmsley            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Pay For Superior Performance              Against   Against    Shareholder
15    Performance-Based and/or Equity Based     Against   Against    Shareholder
      Awards


--------------------------------------------------------------------------------

HEARTLAND EXPRESS, INC.

Ticker:       HTLD           Security ID:  422347104
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Russell A. Gerdin          For       For        Management
1.2   Elect Director Michael J. Gerdin          For       For        Management
1.3   Elect Director Richard O. Jacobson        For       For        Management
1.4   Elect Director Benjamin J. Allen          For       For        Management
1.5   Elect Director Lawrence D. Crouse         For       For        Management
1.6   Elect Director James G. Pratt             For       For        Management


--------------------------------------------------------------------------------

HELEN OF TROY LTD.

Ticker:       HELE           Security ID:  G4388N106
Meeting Date: AUG 8, 2006    Meeting Type: Annual
Record Date:  JUN 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary B. Abromovitz        For       For        Management
1.2   Elect  Director John B. Butterworth       For       For        Management
1.3   Elect  Director Timothy F. Meeker         For       For        Management
1.4   Elect  Director Byron H. Rubin            For       For        Management
1.5   Elect  Director Gerald J. Rubin           For       Against    Management
1.6   Elect  Director Stanlee N. Rubin          For       For        Management
1.7   Elect  Director Adolpho R. Telles         For       For        Management
1.8   Elect  Director Darren G. Woody           For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

HEWITT ASSOCIATES, INC.

Ticker:       HEW            Security ID:  42822Q100
Meeting Date: JAN 31, 2007   Meeting Type: Annual
Record Date:  DEC 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven A. Denning         For       Withhold   Management
1.2   Elect  Director Michael E. Greenlees      For       For        Management
1.3   Elect  Director Steven P. Stanbrook       For       For        Management
2     Eliminate Classes of Common Stock         For       For        Management
3     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY

Ticker:       KED            Security ID:  48660Q102
Meeting Date: JUN 15, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert L. Richey           For       For        Management
1.2   Elect Director Robert V. Sinnott          For       For        Management


--------------------------------------------------------------------------------

KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC.

Ticker:       KYE            Security ID:  48660P104
Meeting Date: JUN 15, 2007   Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anne K. Costin             For       For        Management


--------------------------------------------------------------------------------

KAYNE ANDERSON MLP INVESTMENT COMPANY

Ticker:       KYN            Security ID:  486606106
Meeting Date: DEC 12, 2006   Meeting Type: Special
Record Date:  OCT 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Investment Advisory Agreement     For       For        Management


--------------------------------------------------------------------------------

KAYNE ANDERSON MLP INVESTMENT COMPANY

Ticker:       KYN            Security ID:  486606106
Meeting Date: JUN 15, 2007   Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anne K. Costin             For       For        Management


--------------------------------------------------------------------------------

LEVEL 3 COMMUNICATIONS, INC.

Ticker:       LVLT           Security ID:  52729N100
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter Scott, Jr.          For       For        Management
1.2   Elect Director James Q. Crowe             For       For        Management
1.3   Elect Director Robert E. Julian           For       Withhold   Management
1.4   Elect Director Arun Netravali             For       For        Management
1.5   Elect Director John T. Reed               For       For        Management
1.6   Elect Director Michael B. Yanney          For       For        Management
2     Approve Reverse Stock Split               For       For        Management
3     Other Business                            For       Against    Management
4     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


--------------------------------------------------------------------------------

MARSHALL & ILSLEY CORP.

Ticker:       MI             Security ID:  571834100
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jon F. Chait               For       For        Management
1.2   Elect Director Dennis J. Kuester          For       For        Management
1.3   Elect Director David J. Lubar             For       For        Management
1.4   Elect Director San W. Orr, Jr.            For       For        Management
1.5   Elect Director Debra S. Waller            For       Withhold   Management
1.6   Elect Director George E. Wardeberg        For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 24, 2006   Meeting Type: Annual
Record Date:  JUN 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       Withhold   Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Robert C. Pozen            For       Withhold   Management
1.4   Elect Director Gordon M. Sprenger         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


--------------------------------------------------------------------------------

MERCURY GENERAL CORP.

Ticker:       MCY            Security ID:  589400100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George Joseph              For       For        Management
1.2   Elect Director Charles E. Mcclung         For       For        Management
1.3   Elect Director Donald R. Spuehler         For       For        Management
1.4   Elect Director Richard E. Grayson         For       For        Management
1.5   Elect Director Donald P. Newell           For       For        Management
1.6   Elect Director Bruce A. Bunner            For       For        Management
1.7   Elect Director Nathan Bessin              For       For        Management
1.8   Elect Director Michael D. Curtius         For       For        Management
1.9   Elect Director Gabriel Tirador            For       For        Management


--------------------------------------------------------------------------------

MOHAWK INDUSTRIES, INC.

Ticker:       MHK            Security ID:  608190104
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phyllis O. Bonanno         For       For        Management
1.2   Elect Director David L. Kolb              For       Withhold   Management
1.3   Elect Director W. Christopher Wellborn    For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management


--------------------------------------------------------------------------------

NORTH FORK BANCORPORATION, INC.

Ticker:       NFB            Security ID:  659424105
Meeting Date: AUG 22, 2006   Meeting Type: Annual
Record Date:  JUL 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Josiah Austin              For       For        Management
3.2   Elect Director Karen Garrison             For       For        Management
3.3   Elect Director John Adam Kanas            For       For        Management
3.4   Elect Director Raymond A. Nielsen         For       Withhold   Management
3.5   Elect Director A. Robert Towbin           For       For        Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

O'REILLY AUTOMOTIVE, INC.

Ticker:       ORLY           Security ID:  686091109
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence P. O'Reilly       For       Withhold   Management
1.2   Elect Director Rosalie O'Reilly-Wooten    For       Withhold   Management
1.3   Elect Director Joe C. Green               For       Withhold   Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

OSHKOSH TRUCK CORP.

Ticker:       OSK            Security ID:  688239201
Meeting Date: FEB 6, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. William Andersen        For       For        Management
1.2   Elect Director Robert G. Bohn             For       For        Management
1.3   Elect Director Robert A. Cornog           For       For        Management
1.4   Elect Director Richard M. Donnelly        For       For        Management
1.5   Elect Director Donald V. Fites            For       For        Management
1.6   Elect Director Frederick M. Franks, Jr    For       For        Management
1.7   Elect Director Michael W. Grebe           For       For        Management
1.8   Elect Director Kathleen J. Hempel         For       For        Management
1.9   Elect Director Harvey N. Medvin           For       For        Management
1.10  Elect Director J. Peter Mosling, Jr.      For       For        Management
1.11  Elect Director Richard G. Sim             For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

PATTERSON  COS INC.

Ticker:       PDCO           Security ID:  703395103
Meeting Date: SEP 18, 2006   Meeting Type: Annual
Record Date:  JUL 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ellen A. Rudnick           For       For        Management
1.2   Elect Director Harold C. Slavkin          For       For        Management
1.3   Elect Director James W. Wiltz             For       For        Management
1.4   Elect Director Charles Reich              For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

PENTAIR, INC.

Ticker:       PNR            Security ID:  709631105
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glynis A. Bryan            For       For        Management
1.2   Elect Director William T. Monahan         For       For        Management
1.3   Elect Director T. Michael Glenn           For       For        Management
1.4   Elect Director David H. Y. Ho             For       For        Management
2     To Amend Articles of Incorporation and By For       For        Management
      Laws - Majority Vote for the Election of
      Directors
3     Fix Number of and Elect Directors         For       For        Management
4     Amend EEO Statement to Include Reference  Against   For        Shareholder
      to Sexual Orientation
5     Prepare a Sustainability Report           Against   Against    Shareholder
6     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

PHILADELPHIA CONSOLIDATED HOLDING CORP.

Ticker:       PHLY           Security ID:  717528103
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aminta Hawkins Breaux,     For       For        Management
      Ph.D.
1.2   Elect Director Michael J. Cascio          For       For        Management
1.3   Elect Director Elizabeth H. Gemmill       For       For        Management
1.4   Elect Director James J. Maguire           For       For        Management
1.5   Elect Director James J. Maguire, Jr.      For       For        Management
1.6   Elect Director Michael J. Morris          For       For        Management
1.7   Elect Director Shaun F. O'Malley          For       For        Management
1.8   Elect Director Donald A. Pizer            For       For        Management
1.9   Elect Director Ronald R. Rock             For       For        Management
1.10  Elect Director Sean S. Sweeney            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Nonqualified Employee Stock         For       Against    Management
      Purchase Plan
5     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan


--------------------------------------------------------------------------------

SALLY BEAUTY HOLDINGS, INC.

Ticker:       SBH            Security ID:  79546E104
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Berges            For       For        Management
1.2   Elect Director Marshall E. Eisenberg      For       For        Management
1.3   Elect Director John A. Miller             For       For        Management
1.4   Elect Director Richard J. Schnall         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


--------------------------------------------------------------------------------

SIX FLAGS, INC.

Ticker:       SIX            Security ID:  83001P109
Meeting Date: MAY 21, 2007   Meeting Type: Annual
Record Date:  APR 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles Elliott Andrews    For       For        Management
1.2   Elect Director Mark Jennings              For       For        Management
1.3   Elect Director Jack Kemp                  For       For        Management
1.4   Elect Director Robert J. McGuire          For       For        Management
1.5   Elect Director Perry Rogers               For       For        Management
1.6   Elect Director Dwight Schar               For       For        Management
1.7   Elect Director Mark Shapiro               For       For        Management
1.8   Elect Director Daniel M. Snyder           For       For        Management
1.9   Elect Director Harvey Weinstein           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management


--------------------------------------------------------------------------------

STEPAN CO.

Ticker:       SCL            Security ID:  858586100
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory E. Lawton          For       For        Management
1.2   Elect Director Robert G. Potter           For       For        Management
1.3   Elect Director F. Quinn Stepan            For       For        Management
1.4   Elect Director Edward J. Wehmer           For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

STRYKER CORP.

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Brown              For       For        Management
1.2   Elect Director Howard E. Cox, Jr.         For       For        Management
1.3   Elect Director Donald M. Engelman, Ph.D.  For       For        Management
1.4   Elect Director Jerome H. Grossman, M.D.   For       For        Management
1.5   Elect Director Louise L. Francesconi      For       For        Management
1.6   Elect Director Stephen P. Macmillan       For       For        Management
1.7   Elect Director William U. Parfet          For       For        Management
1.8   Elect Director Ronda E. Stryker           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


--------------------------------------------------------------------------------

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Marijn E. Dekkers          For       For        Management
2     Approve Qualified Employee Stock Purchase For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis C. Blair            For       For        Management
1.2   Elect Director Edward D. Breen            For       For        Management
1.3   Elect Director Brian Duperreault          For       For        Management
1.4   Elect Director Bruce S. Gordon            For       For        Management
1.5   Elect Director Rajiv L. Gupta             For       For        Management
1.6   Elect Director John A. Krol               For       For        Management
1.7   Elect Director H. Carl Mccall             For       For        Management
1.8   Elect Director Brendan R. O'Neill         For       For        Management
1.9   Elect Director William S. Stavropoulous   For       For        Management
1.10  Elect Director Sandra S. Wijnberg         For       For        Management
1.11  Elect Director Jerome B. York             For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Special
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF REVERSE STOCK SPLIT OF THE    For       For        Management
      COMPANYS COMMON SHARES AT A SPLIT RATIO
      OF 1 FOR 4
2     APPROVAL OF CONSEQUENTIAL AMENDMENT TO    For       For        Management
      THE COMPANY S AMENDED AND RESTATED
      BYE-LAWS.


--------------------------------------------------------------------------------

W. R. BERKLEY CORP.

Ticker:       BER            Security ID:  084423102
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Robert Berkley, Jr.     For       For        Management
1.2   Elect Director Mark E. Brockbank          For       For        Management
1.3   Elect Director Ronald E. Blaylock         For       For        Management
1.4   Elect Director Mary C. Farrell            For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 1, 2007    Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Aida M. Alvarez            For       For        Management
2     Elect Director James W. Breyer            For       For        Management
3     Elect Director M. Michele Burns           For       For        Management
4     Elect Director James I. Cash, Jr.         For       For        Management
5     Elect Director Roger C. Corbett           For       For        Management
6     Elect Director Douglas N. Daft            For       For        Management
7     Elect Director David D. Glass             For       For        Management
8     Elect Director Roland A. Hernandez        For       For        Management
9     Elect Director Allen I. Questrom          For       For        Management
10    Elect Director H. Lee Scott, Jr.          For       For        Management
11    Elect Director Jack C. Shewmaker          For       Against    Management
12    Elect Director Jim C. Walton              For       For        Management
13    Elect Director S. Robson Walton           For       For        Management
14    Elect Director Christopher J. Williams    For       For        Management
15    Elect Director Linda S. Wolf              For       For        Management
16    Ratify Auditors                           For       For        Management
17    Report on Charitable Contributions        Against   Against    Shareholder
18    Report on Healthcare Policies             Against   Against    Shareholder
19    Pay For Superior Performance              Against   Against    Shareholder
20    Report on Equity Compensation by Race and Against   Against    Shareholder
      Gender
21    Report on Pay Disparity                   Against   Against    Shareholder
22    Prepare Business Social Responsibility    Against   Against    Shareholder
      Report
23    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
24    Report on Political Contributions         Against   Against    Shareholder
25    Report on Social and Reputation Impact of Against   For        Shareholder
      Failure to Comply with ILO Conventions
26    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
27    Require Director Nominee Qualifications   Against   Against    Shareholder


--------------------------------------------------------------------------------

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 10, 2007   Meeting Type: Annual
Record Date:  NOV 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Bernauer          For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director James J. Howard            For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Cordell Reed               For       For        Management
1.6   Elect Director Jeffrey A. Rein            For       For        Management
1.7   Elect Director Nancy M. Schlichting       For       For        Management
1.8   Elect Director David Y. Schwartz          For       For        Management
1.9   Elect Director James A. Skinner           For       For        Management
1.10  Elect Director Marilou M. von Ferstel     For       For        Management
1.11  Elect Director Charles R. Walgreen, III   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


--------------------------------------------------------------------------------

WELLPOINT INC

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sheila P. Burke            For       For        Management
1.2   Elect Director Victor S. Liss             For       For        Management
1.3   Elect Director Jane G. Pisano, Ph.D.      For       For        Management
1.4   Elect Director George A. Schaefer, Jr.    For       For        Management
1.5   Elect Director Jackie M. Ward             For       For        Management
1.6   Elect Director John E. Zuccotti           For       For        Management
2     Company Specific--Approve Majority Voting For       For        Management
      for the Non- Contested Election of
      Directors
3     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Dorman            For       For        Management
1.2   Elect Director Massimo Ferragamo          For       For        Management
1.3   Elect Director J. David Grissom           For       For        Management
1.4   Elect Director Bonnie G. Hill             For       For        Management
1.5   Elect Director Robert Holland, Jr.        For       For        Management
1.6   Elect Director Kenneth G. Langone         For       For        Management
1.7   Elect Director Jonathan S. Linen          For       For        Management
1.8   Elect Director Thomas C. Nelson           For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Thomas M. Ryan             For       For        Management
1.11  Elect Director Jackie Trujillo            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt MacBride Principles                 Against   For        Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Pay For Superior Performance              Against   Against    Shareholder
6     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
7     Report on Sustainable Fish/Seafood        Against   For        Shareholder
      Sourcing Policies
8     Report on Animal Welfare Policies         Against   Against    Shareholder

--------------------------------------------------------------------------------`

Any ballot marked
'Abstain' is considered to have been voted. Ballots marked 'Abstain' are
considered to be have been voted against management's recommendation, regardless
of whether the recommendation is 'For' or 'Against,' except where management has
made no recommendation or has recommended that shareholders
'Abstain.'Where management has recommended that shareholders 'Abstain'
from voting on a ballot item: 1) a ballot market 'Abstain' is considered to have
been voted for management's recommendation to 'Abstain' and 2) a ballot voted
'For" or 'Against' is considered to have been voted against management's
recommendation to 'Abstain.'Where management has made no recommendation
on a ballot item, the abbreviation "N/A" is used to denote that there is no
applicable recommendation compared to which a vote may be 'For' or 'Against' the
recommendation of management.

SIGNATURES

Pursuant to the requirements of 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 (Signature and
    Title) | /s/ Albert O. Nicholas                             
|                             | Albert O. Nicholas,
    Principal Executive Officer
|                             |                                                    
|Date                         | 08/29/2007                                         



``