CUSIODIAN AGREEMENT

    THIS  AGREEMENT made on the 14th day of September  1980,
    between  NICHOLAS  FUND,  INC., a  Maryland  corporation
    (hereinafter called the "Fund"), and the FIRST WISCONSIN
    TRUST  COMPANY,  a  Wisconsin  corporation  (hereinafter
    called  the "Custodian",

WITNESSETH:

    WHEREAS,  the Fund desires that its securities and  cash
    shall   be  hereafter  held  and  administered  by   the
    Custodian  pursuant to the terms of this  Agreement  and
    that  the  Custodian  act  as  dividend  disbursing  and
    transfer  agent for its Common Stock and  the  Custodian
    desires to hold and administer such securities and  cash
    and  to  act  as such dividend disbursing  and  transfer
    agent.

    NOW, THEREFOR, in consideration of the mutual agreements
    herein  made,  the  Fund  and the  Custodian  agrees  as
    follows:

    Sec. l. Appointment and Acceptance of Custodian.

         The   Fund  hereby  constitutes  and  appoints  the
Custodian as custodian of all of its securities and cash and
as its dividend  disbursing  and  transfer  agent   and  the
Custodian  hereby  accepts  such appointments. The Fund will
promptly deliver  to  the  Custodian all securities and cash
now owned  by  it  and  hereafter from time to time conveyed
into  its  possession.
         
    Sec. 2. Definitions; Names, Titles and Signatures of
            Fund's Officers.

         The  word  "securities"  as  used  herein  includes
stocks, shares, bonds, debentures, notes, mortgages or other
obligations  and   any   certificates, receipts, warrants or
other instruments  representing  rights to receive, purchase
or subscribe for the same, or evidencing or representing any
other  rights  or  interests  therein, or in any property or
assets.

         The  words  "officers' certificate"  shall  mean  a
request  or  direction or certification in writing signed in
the name of the Fund by either any two of  the  President, a
Vice President, the Secretary and the Treasurer of the Fund;
or  any one of the foregoing  officers and one of the Fund's
directors or the Fund's counsel.
         
         The President or Vice  President  and  Secretary or
Assistant  Secretary  of   the  Fund  will  certify  to  the
Custodian the names  and signatures  of  those       persons
authorized   to  sign  the  officers' certificates described
in this Section 2,  and  the names   of  the  members of the
board of  Directors,  together  with  any  changes which may
occur from time to time.
         
See. 3. Receipt and Disbursement of Money.

           A. The Custodian shall hold in a separate account
or  accounts,  and physically segregated at all  times  from
those  of any other persons, firms or corporations, pursuant
to  the provisions thereof, in the name of the Fund, subject
only  to draft or order by the Custodian acting pursuant  to
the terms of this Agreement, all cash received by it from or
for  the account of the Fund. The Custodian shall credit  to
such account or accounts of the Fund all cash received by it
for  the  account of the Fund, allocated into such principal
and interest accounts as the Fund shall direct. Upon receipt
of an officers' certificate from the Fund, the Custodian may
open  and maintain an additional account or accounts in such
other banks or trust companies as may be designated in  such
officers' certificate, such accounts, however, to be in  the
name  of  the  Custodian and subject only to  its  draft  or
order.   The  Custodian shall make payments of cash  to,  or
for the account of, the Fund from such cash only.

         (a)    for  the  purchase  of  securities  for  the
         portfolio  of the Fund upon the (delivery  of  such
         securities to the Custodian, registered in the name
         of  the  Fund  or of the nominee of  the  Custodian
         referred to in Sec. 7 hereof or in proper form  for
         transfer;

         (b)  for the payment of interest, dividends, taxes,
         management   or  supervisory  fees   or   operating
         expenses  (including, without  limitation  thereto,
         fees  for  legal, accounting, auditing,  custodian,
         dividend disbursement and transfer agent services);

         (c)    for   payments   in  connection   with   the
         conversion,  exchange  or surrender  of  securities
         owned or subscribed to by the Fund held by or to be
         delivered to the Custodian; or
         
         (d) for other proper corporate purposes.


         Except as provided below  before  making  any  such
payment  the  Custodian   shall  receive   (and  may    rely
upon)  either  an  officers'   certificate   requesting such
payment and stating that  it  is  for a   purpose  permitted
under the terms of items  (a), (b) or (c) of this subsection
A, or, in respect of item  (d), an officers' certificate and
a certified copy of a resolution of the Board  of  Directors
signed  by an officer of the  Fund  and certified  by    its
Secretary or an Assistant Secretary, specifying  the  amount
of  such payment,  setting  forth  the   purpose  for  which
such payment  is  to  be  made,  declaring  such  purpose to
be a  proper  corporate    purpose, and naming the person or
persons  to  whom  such payment is to be made.

         An  officers'  certificate  need  not  proceed  the
disbursement of cash for the purpose of  purchasing a  money
market instrument if any one of the Fund's  officers  issues
oral instructions to the Custodian    and   an   appropriate
officers'  certificate  is received  by the Custodian within
two (2)  business  days thereafter.

         B. The Custodian is hereby  authorized  to  endorse
and  collect all checks, drafts  or  other  orders  for  the
payment of money received  by  the Custodian for the account
of the Fund.
         
Sec. 4. Receipt of  Securities.

         The  Custodian shall deposit and hold in a separate
account,  and  physically segregated at all times from those
of  any  other  persons,   firms  or corporations,  pursuant
to the  provisions  hereof,  all  securities  received by it
from or for the account  of the Fund. The Custodian, by book
entry  or   otherwise,  shall identify as belonging  to  the
Fund  a  quantity  of  securities  in  a  fungible  bulk  of
securities registered in the name of the  Custodian  or  its
nominee or shown in Custodian's book entry system.  All such
securities are  to  be  held or disposed of by the Custodian
for, and  subject  at  all times to the instructions of, the
Fund pursuant  to the terms of this Agreement. The Custodian
shall  have   no  power or authority to assign, hypothecate,
pledge  or otherwise dispose of  any  such  securities   and
investments, except pursuant to  the  directive of the  Fund
and only for the account of the Fund as  set forth in Sec. 5
of this Agreement.
         
See.  5. Transfer,  Exchange,  Redelivery,  etc.  of
         Securities.

         The  Custodian shall have sole power to release  or
deliver  any  securities of the Fund held by it pursuant  to
this  Agreement. The Custodian agrees to transfer,  exchange
or deliver securities held by it hereunder only:

         (a)   for  sales of such securities for the account
         of  the  Fund  upon  receipt by  the  Custodian  of
         payment therefor;

         (b)   when such securities are called, redeemed  or
         retired or otherwise become payable;

         (c)  for examination by any broker selling any Such
         securities  In  accordance with  "street  delivery"
         customs;

         (d)   in exchange for or upon conversion into other
         securities  alone  or  other  securities  and  cash
         whether   pursuant  to  any  plan  of  liquidation,
         refinancing, merger, consolidation, reorganization,
         recapitalization or readjustment or otherwise;

         (e)  upon conversion of such securities pursuant to
         their terms into other securities;

         (f)   upon  exercise or subscription,  purchase  or
         other   similar   rights   represented   by    such
         securities;

         (g)  for the purpose of redeeming in kind shares of
         capital stock of the Fund upon delivery thereof  to
         the Custodian; or

         (h)  for other proper corporate purposes.

         As to any deliveries made by the Custodian pursuant
to   items  (b),  (d),  (e)  and  (f),  securities  or  cash
receivable in exchange therefor shall be deliverable to  the
Custodian.  Before  making any such  transfer,  exchange  or
delivery,  the Custodian shall receive (and may  rely  upon)
either  an  officers' certificate requesting such  transfer,
exchange  or delivery and stating that it is for  a  purpose
permitted under the terms of items (a), (b), (c), (d),  (e),
(f)  or  (g) of this Sec. 5 or, in respect of item  (h),  an
officers'  certificate and a certified copy of a  resolution
of  the Board of Directors signed by an officer of the  Fund
and  certified  by  its Secretary or an Assistant  Secretary
specifying  the securities to be transferred,  exchanged  or
delivered,   setting  forth  the  purpose  for  which   such
transfer, exchange or delivery is to be made, declaring such
purpose  to  be  a proper corporate purpose and  naming  the
person  or  persons  to  whom  such  transfer,  exchange  or
delivery of such securities is to be made.

See. 6. Custodian's Acts Without  Instructions.

        Unless and until the Custodian receives an officers'
certificate to the contrary, the Custodian shall:

         (a)   Present  for  payment all coupons  and  other
         items  held by it for the account of the Fund which
         call  for  payment upon presentation and  hold  the
         cash  received  by  it upon such  payment  for  the
         account of the Fund;

         (b)    collect   all  income,  profits,   earnings,
         dividends, rights, interest and other distributions
         and collect all payments on account of principal of
         securities  sold,  due,  exchanged  or  called  for
         redemption;

         (c)  hold for the account of the Fund hereunder all
         stock dividends, rights and similar securities;

         (d)   surrender  securities in temporary  form  for
         definitive securities;

         (e)   execute  as agent on behalf of the  Fund  all
         necessary  ownership certificates required  by  the
         Internal Revenue Code or the Income Tax Regulations
         of  the United States Treasury Department or  under
         the  laws of any State now or hereafter in  effect,
         inserting  the Fund's name on such certificates  as
         the owner of the securities covered thereby, to the
         extent it may lawfully do so; and

         (f)  perform the duties of transfer agent specified
         in Sec. 11 below.


Sec. 7   Registration of Securities.

         Except   as  otherwise  directed  by  an  officers'
certificate,  the Custodian shall register  all  securities,
except  such  as  are  in bearer form,  in  the  name  of  a
registered  nominee  of  the Custodian  as  defined  in  the
Interna1  Revenue Code and any regulations of  the  Treasury
Department  issued  thereunder or in any  provision  of  any
subsequent Federal tax law exempting such transactions  from
liability  for stock transfer taxes, and shal1  execute  and
deliver all such certificates in connection therewith as may
be required by such laws or Regulations or under the laws of
any  State. The Custodian shall use its best efforts to  the
end  that the specific securities held by it hereunder shall
be at all times identifiable in its records.

         The  Fund  shall from time to time furnish  to  the
Custodian appropriate instruments to enable the Custodian to
hold  or deliver in proper form for transfer, or to register
in  the name of its registered nominee, any securities which
it  may hold for the account of the Fund and which may  from
time to time be registered in the name of the Fund.

Sec. 8.  Voting and Other Action.

         Neither  the  Custodian  nor  any  nominee  of  the
Custodian shall vote any of the securities held hereunder by
or  for  the account of the Fund, except in accordance  with
the  instructions contained in an officers' certificate. The
Custodian  shall  deliver,  or  cause  to  be  executed  and
delivered,  to  the  Fund  all notices,  proxies  and  proxy
soliciting materials with relation to such securities,  such
proxies  to  be  executed by the registered holder  of  such
securities (if registered otherwise than in the name of  the
Fund),  but  without  indicating the manner  in  which  such
proxies are to be voted.
         
See. 9. Transfer Tax and Other Disbursements.

         The  Fund shall pay or reimburse the Custodian from
time  to  time for any transfer taxes payable upon transfers
of  securities  made hereunder, and for all other  necessary
and  proper  disbursements and expenses made or incurred  by
the Custodian in the performance of this Agreement.

          The  Custodian  shall  execute  and  deliver  such
certificates in connection with securities delivered  to  it
or  by it under this Agreement as may be required under  the
provisions  of the Internal Revenue Code and any Regulations
of  the Treasury Department issued thereunder, or under  the
laws  of  any  State,  to  exemptable  from   taxation   any
exemptable   transfers  and/or  deliveries   of   any   such
securities.

Sec. 10.   Dividend Disbursing Agent

        The Custodian shall act as dividend disbursing agent
for the Fund and shall in paying dividends or distributions,
act  upon  an officers' certificate indicating the  date  of
declaration  of such dividend or distribution, the  date  of
payment   thereof, the record date as of which  shareholders
entitled  to  payment shall be determined,  the  amount  per
share of cash and/or securities payable or distributable  as
dividends,  that  the  appropriate  action  had  been  taken
pursuant to the Articles of Incorporation and By-Laws of the
Fund authorizing the payment of said dividend and such other
matters as may be deemed appropriate.

Sec. 11.  Transfer Agent.

         The  Custodian shall act as transfer agent for  the
Fund.

          A.   In   connection  therewith  It  shall   issue
certificates   or  confirmations  evidencing   or   stating,
respectively,  shares  of Common  Stock  of  the  Fund  upon
receipt of a request to purchase shares from  investors  and
payment  for such shares based upon the net asset  value  of
the  Fund's shares for such day, all as specified as to form
and procedure in the Fund's prospectus current at the time.

         B.  In connection therewith, it shall disburse  the
cash  proceeds to those shareholders of the Fund  requesting
redemption of their shares (or portions thereof) at the  net
asset  value  of  the  Fund, upon receipt  of  a  redemption
request  in  proper form as provided in the  Fund's  current
prospectus,  or if certificates representing the  shares  of
the Fund have been issued, upon receipt of such certificates
properly  endorsed for transfer as provided  in  the  Fund's
prospectus current at the time.

        C. The Custodian may rely upon an oral communication
from  one  of  the persons authorized to sign  an  officers'
certificate on behalf of the Fund, or from an employee(s) of
Nicholas Company, Inc., designated in writing by an  officer
of the Fund, with respect to the daily net asset value of  a
share of common stock of the Fund.

Sec. 12. Concerning Custodian.

         The Custodian shal1 be paid as compensation for its
services pursuant to this Agreement such compensation as may
from time to time be agreed upon in writing between the  two
parties. Until modified in writing between the Custodian and
the Fund, such compensation shall be as set forth in Exhibit
A hereto.

         The  Custodian shal1 not be liable for  any  action
taken in good faith upon any certificate herein described or
certified  copy of any resolution of the Board of Directors,
and  may rely on the genuineness of any such document  which
it may in good faith believe to have been validly executed.

         The Fund agrees to indemnify and hold harmless  the
Custodian and its nominee from all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
incurred or assessed against it or its nominee in connection
with  the performance of this Agreement, except such as  may
arise  from  its  or  its  nominee's own  negligent  action,
negligent   failure  to  act  or  willful  misconduct.   The
Custodian  is authorized to charge any account of  the  Fund
for such items. In the event of any advance of cash  for any
purpose  made  by  the Custodian resulting  from  orders  or
instructions of the Fund, or in the event that the Custodian
or is nominee shall incur or be assessed any taxes, charges,
expenses,  assessments, claims or liabilities in  connection
with  the performance of this Agreement, except such as  may
arise  from  its  or  its  nominee's own  negligent  action,
negligent failure to act or willful misconduct, any property
at  any  time  held  for the account of the  Fund  shall  be
security therefor.

See. 13.  Reports by Custodian

         The  Custodian  shall furnish the  Fund  with   the
following written reports or advices:
                                                                         
         (a)  daily  advices  or confirmations  showing  all
securities  purchased  and prices paid therefor,  securities
sold   and   prices  received  therefor,   and   all   other
transactions  affecting securities held for the  account  of
the fund;

         (b) daily statements setting forth a summary of all
transactions  made or which took place with respect  to  the
account of the Fund;

         (c)  at  the  close of each quarter of  the  Fund's
fiscal  year, a list showing cost of the securities held  by
it  for  the  Fund hereunder, certified by a duly authorized
officer of the Custodian;

         (d)  promptly,  all reports it  receives  from  the
appropriate Federal Reserve Bank or clearing agency  on  its
respective system of internal accounting control;

         (c)  all  reports reasonably requested by the  Fund
from time to time relating to the Custodian's or its agent's
own system of internal accounting control.

        The books and records of the Custodian pertaining to
its actions under this Agreement shall be open to inspection
and  audit  at reasonable times by officers of and  auditors
employed by the Fund.

Sec.14   Use of Central Depository

        Nothing herein shall be deemed to prevent the use by
Custodian  of  a  central  securities  clearing   house   or
depository  and specifically the provisions of Secs.  3A,  4
and   7  hereof  dealing  with  segregation  of  assets  and
securities and registration of securities in the name of the
Custodian's nominee are inapplicable to the extent they  are
inconsistent with the use of such central clearing house  or
depository;  provided, however, that the Custodian  and  the
central  clearing  house or depository meet  all  applicable
federal  and  state laws and rules and the Fund's  Board  of
Directors  approves by resolution the use  of  such  central
clearing house or depository.

Sec. 15.  Termination or

         This Agreement may be terminated by the Fund, or by
Custodian, on sixty (60) days' notice, given in writing  and
sent  by  certified mail to Custodian at 777 East  Wisconsin
Avenue,  Milwaukee, Wisconsin 53202 or to the  Fund  at  312
East  Wisconsin Avenue, Milwaukee, Wisconsin  53202  as  the
case  may  be.  The notice to the Custodian shall  be  given
pursuant  to a resolution adopted by the Board of  Directors
of the Fund. Upon termination of the Agreement the Custodian
shall  deliver  to  the  successor  custodian  of  the  Fund
designated in a certified copy of a resolution of the  board
of Directors of the Fund, filed with the Custodian all cash,
securities  and  related instruments held by the  Custodian.
Any  securities registered the name of the Custodian or  its
nominee  shall  be endorsed in form for transfer.  The  Fund
agrees  to  name such successor custodian within sixty  (60)
days  after  the  written  notice  of  termination  of  this
Agreement is received or delivered by it.

         This  Agreement  may not be assigned  by  Custodian
without the consent of the Fund, authorized or approved by a
resolution of its Board of Directors.

         In  witness thereof, the parties hereto have caused
this Agreement to be executed and their respective corporate
seals  to  be  affixed  hereto as of the  date  first  above
written   by   their  respective  officers  thereunto   duly
authorized.


    Executed  in several counterparts, each of which  is  an
    original



                 FIRST WISCONSIN TRUST   COMPANY

Attest:  ________________                By: ______________________
        Assistant Secretary                  Vice President
        Corporate Seal


Attest: __________________        _____________________
        Thomas J Saeger       By: Albert O. Nicholas
        Secretary                 President

FIRSTAR TRUST COMPANY

To:     Tom Saeger

From:   Jim Tyler

Date:   December 24, 1997

Re:     Nicholas Fund Fees For Calendar Years 1998 through 2000

TRANSFER AGENT FEES

                        Current
                        1997    1998    1999    2000
                        ----    ----    ----    ----
First 20,000           $13.40  $14.00  $14.20  $14.40
Next 40,000             12.65   13.25   13.45   13.65
Next 40,000             12.15   12.75   12.95   13.15
100,000 to 275,000      11.90   12.50   12.70   12.90
Over 275,000            10.00   10.60   10.80   11.00
Money Market Fund       14.40   15.00   15.20   15.40

Closed Accounts Billed @ $6.00 per account

CUSTODIAN FEES:

MARKET VALUE BASED FEE:

First 7 Billion: 1/2 Basis Point or (.00005)

Excess over 7 Billion: 4/10 Basis Point or (.00004)

TRANSACTION BASED FEES:

DTC/Fed Book Entry Transactions: The fees for the first 6,000 trades per
year will be waived, we will charge $6.00 for these trades thereafter.

Physical Delivery trades will be charged @ $12.00 per trade.
There will be no fees for commercial paper or demand note transactions.