As filed with the Securities and Exchange Commission on July 28, 2000.

                    Registration No. 2-30447
                             811-1728

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM N-1A

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                 PRE-EFFECTIVE AMENDMENT NO. __
                POST-EFFECTIVE AMENDMENT NO. 47
                              AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                        AMENDMENT NO. 26

                      NICHOLAS FUND, INC.
                      -------------------
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

       700 NORTH WATER STREET, MILWAUKEE, WISCONSIN 53202
--------------------------------------------------------------------
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         (414) 272-613
                         --------------
      (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                 ALBERT O. NICHOLAS, PRESIDENT
                      NICHOLAS FUND, INC.
                     700 NORTH WATER STREET
                   MILWAUKEE, WISCONSIN 53202

                            Copy to:
                     DAVIS & KUELTHAU, S.C.
              111 EAST KILBOURN AVENUE, SUITE 1400
                MILWAUKEE, WISCONSIN 53202-6613
            -----------------------------------------
            (NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective:

  immediately upon filing pursuant to paragraph (b)
  on July 30, 2000 pursuant to paragraph (b)
  60 days after filing pursuant to paragraph (a)
  on            pursuant to paragraph (a)(1)
  75 days after filing pursuant to paragraph (a)(2)
  on            pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
     This  post-effective amendment designates  a  new  effective
     date for a previously filed post-effective amendment.

Title  of  Securities Being Registered:  Common Stock, $0.50  par
value per share

Pursuant  to  Rule  24f-2,  the Registrant  hereby  registers  an
indefinite  amount of securities.  On June 12,  2000,  Registrant
filed  the  necessary Rule 24f-2 Notice and filing fee  with  the
Commission for its fiscal year ended March 31, 2000.









                      NICHOLAS FUND, INC.




                           FORM N-1A
                      -----------------



                       PART A: PROSPECTUS



                           NICHOLAS FUND, INC.



                               PROSPECTUS
                              JULY 30, 2000





     The Fund's investment objective is capital appreciation.  To achieve
its  objective, the Fund invests in a diversified group of common  stocks
having growth potential.


      This  Prospectus gives vital information about the Fund.  For  your
benefit and protection, please read it before you invest, and keep it  on
hand for future reference.









                           Investment Adviser
                         NICHOLAS COMPANY, INC.





                   Minimum Initial Investment -  $500





                      AS WITH ALL MUTUAL FUNDS, THE
   SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
             OF THE FUND'S SHARES OR DETERMINED WHETHER THIS
               PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANYONE
             WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.









 700 NORTH WATER STREET, SUITE 1010, MILWAUKEE, WISCONSIN 53202
                     414-272-6133 - 800-227-5987


                            TABLE OF CONTENTS
                                                                    Page
AN OVERVIEW OF THE FUND                                              1

FUND INVESTMENTS                                                     5

INVESTMENT RISKS                                                     7

FINANCIAL HIGHLIGHTS                                                 8

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE                          9

THE FUND'S INVESTMENT ADVISER                                        10

PRICING OF FUND SHARES                                               11

PURCHASE OF FUND SHARES                                              12

REDEMPTION OF FUND SHARES                                            14

EXCHANGE BETWEEN NICHOLAS FAMILY OF FUNDS                            18

TRANSFER OF FUND SHARES                                              19

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAX STATUS                      19

DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN                          20

SYSTEMATIC WITHDRAWAL PLAN                                           20

INDIVIDUAL RETIREMENT ACCOUNTS                                       20

MASTER RETIREMENT PLAN                                               21

FOR MORE INFORMATION ABOUT THE FUND                           Back Cover

     You should rely only on the information contained in this document,
or incorporated by reference.  The Fund has not authorized anyone to
provide you with information that is different.
          This Prospectus is not an offer to sell, or a solicitation of
an offer to buy shares of the Fund to any person in any state or
jurisdiction where it is unlawful to make such an offer.  Changes in the
affairs of the Fund have possibly occurred between the date of the
Prospectus and the time you receive it.

                          AN OVERVIEW OF THE FUND




GOAL

     The Fund strives to increase the value of your shares (capital
appreciation) over the long-term.

PRINCIPAL INVESTMENT STRATEGIES

     To pursue the Fund's goal of increased value, it primarily invests in
common stocks of domestic medium- and large-sized companies having growth
potential.  The Fund believes a company's annual sales volume and
market capitalization (the number of shares outstanding multiplied by the
per share price) are the factors most illustrative of a company's size.  In
distinguishing company size in terms of sales volume, the Fund considers a
company's sales volume relative to peer companies in the company's
industry.  In terms of market capitalization, the Fund generally considers
companies with market capitalizations up to $2.0 billion as "small,"
between $2.0 billion and $10.0 billion as "medium" and greater than $10.0
billion as "large."  To a lesser extent, the Fund may invest in companies
with small market capitalizations.  The Fund looks for established
companies with the potential for superior growth in sales and earnings in a
diversified group of industries.  The Fund seeks companies that are well
positioned to take advantage of emerging long-term social and economic
trends, and have ample resources to sustain their growth.  The Fund's
investment philosophy is basically a long-term growth philosophy, based
upon the assumption that if a company achieves superior growth in sales and
earnings, eventually the company's stock will achieve superior performance.
Income is not a significant factor in selecting the Fund's investments.



     It is anticipated that a major portion of the Fund's portfolio will be
invested in common stocks of the types of companies, and in the manner, as
described above.



     For further information on the Fund's principal investment strategies
and how the Fund invests, see "Fund Investments" starting on page 5.

PRINCIPAL RISKS OF INVESTING

     As with any mutual fund, the Fund can not guarantee that it will meet
its goals or that its performance will be positive over any period of time.
The Fund's investments change in value.  Consequently, the value of your
Fund shares may change.  This may occur because a particular stock market
fluctuates or because of other specific factors affecting the value of a
particular investment of the Fund.  If the value of the Fund shares or the
value of the Fund's investments go down, you may lose money.

      Although the Fund will invest most of its assets in the securities of
medium- and large-sized companies, the Fund may face additional risks due
to its investments in small-sized companies.  Securities of small- to
medium-sized companies often fluctuate in price more than common stocks of
larger companies, such as many of those included in the Dow Jones
Industrial Average.  During the history of the Fund, its price per share
has often been somewhat more volatile, in fluctuating markets, than the Dow
Jones Industrial Average.  If the value of the Fund's investments in small-
to medium-sized companies decreases, the value of the Fund's shares may
also go down.
     The Fund also faces selection risk, which is the risk that the stocks
the Fund purchases will underperform markets or other mutual funds with
similar investment objectives and strategies.

     In addition, although the Fund generally will invest in the common
stocks of medium- and large-sized companies, certain investments by the
Fund and certain investment techniques the Fund may use involve other
risks, as described elsewhere in this Prospectus.

     Since there are risks inherent in all investments in securities, there
is no assurance that the Fund's objectives will be achieved.  Before you
invest, please read "Investment Risks" starting on page _.

WHO MAY WANT TO INVEST

     The Fund may be appropriate if you:

               Have a longer time horizon
               Are willing to accept higher short-term risk
               Want to diversify your portfolio
               Are seeking a fund for the growth portion of an asset
               allocation portfolio
               Are investing with long-term goals in mind, such as
               retirement or to fund a child's future education

    The Fund may NOT be appropriate if you:

               Are investing with a shorter time horizon in mind
               Are uncomfortable with an investment that will fluctuate in
               value
               Are primarily looking for current income

PERFORMANCE INFORMATION



          The bar chart and table shown below indicate the risks of
investing in the Fund.  They show the variability of the Fund's total
return over time and how the Fund's historical performance compares with
alternative broad measures of market performance.

    This bar chart shows the Fund's calendar year total return for the
last ten years.  (1)

[CAPTION]
<TABLE>

                         BAR CHART PLOT POINTS

<S>        <S>      <S>      <S>     <S>      <S>      <S>      <S>       <S>      <S>
1990        1991    1992     1993    1994     1995     1996     1997      1998     1999

(4.81)%    41.98%   12.63%   5.90%   (2.84)%  35.40%   19.78%   37.01%    13.12%   1.70%
____________

</TABLE>

(1)   The Fund's fiscal year end is March 31.  The Fund's calendar year-to-
      date return (six months) as of June 30, 2000 was 1.76%.

      For the ten calendar year periods shown in the above bar chart, the
highest quarterly return was 20.22% (for the quarter ended March 31, 1991)
and the lowest quarterly return was (17.70)% (for the quarter ended
September 30, 1990).
     This next table shows how the Fund's average annual returns for the
one, five and ten  year periods ending on December 31, 1999 (the Fund's
most recently completed calendar year) compare to the returns of the
Standard & Poor's 500 Index and the Lipper Mid-Cap Core Index.

[CAPTION]
<TABLE>

                               ONE              FIVE            TEN
                               YEAR             YEARS           YEARS
<S>                          <S>                <S>             <S>
NICHOLAS FUND, INC.           1.70%             20.65%          14.88%
STANDARD & POOR'S 500 INDEX  21.04%             28.54%          18.20%
LIPPER MID-CAP CORE INDEX    28.19%             20.07%          15.94%


</TABLE>

     The Standard & Poor's 500 Composite Stock Price Index is a
capitalization-weighted index that represents the average performance of a
group of stocks of 500 companies and is a widely used benchmark for large-
capitalization U.S. stocks.  The Lipper Mid-Cap Core Index is an unmanaged
equally weighted index of the 30 largest mutual funds included in the
Lipper Mid-Cap Core funds classification.  The Lipper Mid-Cap Core funds
will normally have an average price-to-earnings ratio, price-to-book ratio
and three-year earnings growth figure compared to the U.S. diversified mid-
cap funds' universe average.  The table in the Fund's prospectus for fiscal
1999 included the Lipper Mid Cap Fund Index, an unmanaged equally weighted
index of the 30 largest mutual funds included in the Lipper Mid Cap fund
category.  The Lipper Mid Cap Fund Index is no longer published by Lipper
Analytical Services Mutual Fund Performance Analysis.  Therefore, the table
above includes the Lipper Mid-Cap Core Index as a replacement index.



OF COURSE, THE FUND'S PAST PERFORMANCE IS NO GUARANTEE OF ITS FUTURE RETURNS.

FEES AND EXPENSES OF THE FUND

FUND INVESTORS PAY VARIOUS FEES AND EXPENSES, EITHER DIRECTLY OR
INDIRECTLY.  THE TABLE BELOW DESCRIBES THE FEES AND EXPENSES THAT YOU MAY
PAY IF YOU BUY AND HOLD SHARES OF THE FUND.

SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (Load) Imposed on Purchases                    None
Maximum Deferred Sales Charge (Load)                                None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends         None
Redemption Fee                                                       (1)
Exchange Fee                                                         (2)

ANNUAL FUND OPERATING EXPENSES (3)
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

Management Fees                                                     0.66%
Distribution [and/or Service] (12b-1) Fees                          None
Other Expenses                                                      0.07%
Total Annual Fund Operating Expenses                                0.73%
__________

(1) A fee of $12.00 is charged for each wire redemption.
(2) A fee of $5.00 is charged for each telephone exchange.
(3) Annual Fund Operating Expenses are based on expenses incurred for the
    fiscal year ended March 31, 2000.




EXAMPLE:     THIS EXAMPLE HELPS YOU COMPARE THE COST OF INVESTING IN THE
             FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

[CAPTION]
<TABLE>

                                                      ONE     THREE      FIVE       TEN
                                                      YEAR    YEARS      YEARS     YEARS

<S>                                                  <S>      <S>        <S>       <S>
THE EXAMPLE ASSUMES THAT YOU INVEST $10,000 IN
THE FUND FOR THE TIME PERIODS INDICATED AND THEN
REDEEM ALL OF YOUR SHARES AT THE END OF THOSE PERIODS.
THE EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT
HAS A 5% RETURN EACH YEAR AND THAT THE FUND'S
OPERATING EXPENSES REMAIN THE SAME.  ALTHOUGH
YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED
ON THESE ASSUMPTIONS, YOUR COSTS WOULD BE:            $75      $233      $406      $906

</TABLE>

__________


     For a further description of the fees paid to the Fund's adviser, the
Nicholas Company, Inc., see "The Fund's Investment Adviser" on page 10.


                           PORTFOLIO MANAGEMENT

     Mr. Albert O. Nicholas and Mr. David O. Nicholas are Co-Portfolio
Managers of the Fund and are primarily responsible for the day-to-day
management of the Fund's portfolio.  Albert O. Nicholas is President and a
Director of the Fund, a Director of the Adviser since 1967, served as
President of the Adviser from 1967 to 1998, and currently serves as the
Chief Executive Officer of the Adviser.  David O. Nicholas is President and
Chief Investment Officer of the Adviser, and has been employed by the
Adviser since 1985.  For a further discussion of Messrs. Albert O. and
David O. Nicholas' experience, see "The Fund's Investment Adviser."

                             FUND INVESTMENTS

     The Fund's main goal is increased share value over the long-term.  It
strives to meet its goal by investing primarily in a diversified portfolio
of equity securities of large- and medium-sized U.S. companies, which it
believes, have growth potential.

     The Fund believes a company's annual sales volume and market
capitalization (the number of shares outstanding multiplied by the per
share price) are the factors most illustrative of a company's size.  To
determine company size in terms of sales volume, the Fund compares a
company's sales volume to peer companies in the company's industry.  In
terms of market capitalization, the Fund uses the following standard:

                                             MARKET CAPITALIZATION
                                             ---------------------
Small                                        0 to $2.0 Billion
Medium                                       $2.0 Billion to $10.0 Billion
Large                                        Over $10.0 Billion

     To pursue the Fund's goal it also may, to a lesser extent, invest in
companies with small capitalizations.  The Fund's investment philosophy is
basically a long-term growth philosophy, based upon the assumption that if
a company achieves superior growth in sales and earnings, eventually the
company's stock will achieve superior performance.

     The Fund looks for companies with the potential for superior growth in
sales and earnings.  The Fund seeks companies that it believes are well
positioned to take advantage of emerging, long-term social and economic
trends, and have ample financial resources to sustain their growth.  The
Fund considers a number of factors in assessing a company's value,
including:

              * a company's strategic position in its industry
              * sales and earnings growth
              * product development
              * quality of management
              * overall business prospects
              * a company's price-to-earnings ratio (including an
              * analysis of such ratio in relation to the company's growth
                rate and industry trends)

     Income is not a significant factor in selecting the Fund's
investments.  The Fund does not have a pre-set asset allocation strategy
which requires that it maintain a specific percentage of its assets in
equity-related securities (i.e., stocks) and income-related securities
(i.e., bonds).  In addition, there is no minimum percentage of the Fund's
assets which must be invested in the securities of companies in any
particular industry or group of industries.  The Fund may not invest more
than 5% of its total net assets in the securities of any one company, and
not more than 25% of the value of the Fund's total net assets may be
concentrated in companies in any particular industry or group of
industries.  In addition, the Fund may not hold more than 10% of the voting
securities of any one company.

     The Fund may hold an investment for any length of time, and will buy
or sell securities whenever the Fund sees an appropriate opportunity.  It
does not buy stocks with a view toward a quick sale or to obtain short-term
trading profits (defined as profits on assets held less than twelve
months).  The Fund may reduce or sell investments in companies if there is
an actual or perceived deterioration in the fundamentals of a company
(including the company's financial condition or performance, management-
related problems, product-line or service-line issues, or industry
problems).  The Fund also may reduce or sell investments in companies if a
company's stock price appreciates excessively in relation to its
fundamental prospects.  Investments in companies also may be sold if they
fail to realize their growth potential or if there are other more
attractive opportunities elsewhere.

     The Fund expects that a major portion of its portfolio will be
invested in common stocks of the types of companies, and in
the manner previously described.  However, the Fund also may invest in the
securities of unseasoned companies (companies with a record of less than
three years of continuous operation) (but in no event in an aggregate
amount in excess of 5% of the Fund's total assets), debt securities and
preferred stock convertible into common stock, securities of other
investment companies (up to 5% of the Fund's total assets) and securities
offered in private placements.  The Fund also may invest in certain higher-
risk securities and engage in other investment practices.

     Although the Fund's primary investment strategy is to achieve capital
appreciation, for liquidity or flexibility, the Fund may also invest in
cash, investment grade and non-investment grade fixed income securities,
and repurchase agreements.  Cash and cash equivalent securities will be
retained by the Fund in an amount sufficient to provide moderate liquid
reserves so that the Fund has sufficient cash to meet shareholder
redemption requests and other operating expenses.

     As a temporary defensive tactic because of adverse market, economic,
political or other conditions, the Fund also may invest in cash, investment
grade and non-investment grade fixed income securities and repurchase
agreements.  During any period in which the Fund maintains such a temporary
defensive position, it may not achieve its investment objective.

INVESTMENT RESTRICTIONS WHICH MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL

     The Fund's Board of Director's has adopted the following investment
restrictions which may be changed by the Board  without shareholder
approval:

     -    No investments are permitted in any securities issued by a company if
          one or more directors or shareholders or other affiliated persons of
          its investment adviser beneficially own more than one-half of one
          percent 0.5%) of such company's stock or other securities, and all
          of the foregoing persons owning more than one-half of one percent
          (0.5%) together own more than 5% of such companies stock or security
     -    Not more than 5% of its total net assets may be invested in equity
          securities which are not readily marketable and in securities of
          companies which have a record of less than three years' continuous
          operation.
     -    No investments are permitted in interests in oil, gas or other
          mineral exploration programs (but investments in securities of
          companies engaged in oil, gas or other mineral activities are
          permitted)
     -    No investments are permitted in puts, calls, straddles, spreads or
          combination any thereof
     -    Not more than 1% of its total net assets may be invested in
          restricted securities
     -    No purchase of securities of any company are permitted if, as a
          result of such purchase, the Fund would hold more than 10% of
          the voting securities of such company
     -    No investments are permitted in warrants, valued at the lower of cost
          or market, which exceed 5% of the value of the Fund's net assets.
          Included within that amount, but not to exceed 2% of the value of
          the Fund's net assets, may be warrants which are not listed on the
          New York or American Stock Exchange.  Warrants acquired by the Fund
          in units or attached to securities may be deemed to be without value

     The Board will give advance notice to shareholders of any change to
these investment restrictions by filing with the SEC an amended Statement
of Additional Information.

     All percentage limitations discussed in the "Fund Investments" section
apply on the date of investment by the Fund.  Thus, if an investment
satisfies a percentage restriction when it is made, no violation of that
restriction is created by changes afterwards in the market value of the
investment or the total assets of the Fund.

     The Fund may use many different investment strategies in seeking its
investment objectives, and it has certain investment restrictions.  These
strategies and certain of the restrictions and policies governing the
Fund's investments are explained in detail in the Fund's Statement of
Additional Information, which is incorporated by reference herein.  If you
would like to learn more about how the Fund may invest, you should request
a copy of the Statement of Additional Information.  To learn how to obtain
a copy of the Statement of Additional Information, see the back cover page
of this Prospectus.


                             INVESTMENT RISKS

     THIS SECTION CONTAINS A SUMMARY DESCRIPTION OF THE PRINCIPAL RISKS OF
INVESTING IN THE FUND.  AS WITH ANY MUTUAL FUND, THERE CAN BE NO GUARANTEE
THAT THE FUND WILL MEET ITS GOALS OR THAT YOU WON'T LOSE MONEY ON YOUR
INVESTMENT.  THERE IS NO GUARANTEE THAT THE FUND'S PERFORMANCE WILL BE
POSITIVE OVER ANY PERIOD OF TIME.

     Because of the following risks, you could lose money on your
investment over the short- or long-term:

     MARKET RISK.   The value of the Fund's investments, and therefore, the
value of your Fund shares, may go up or down.  Value changes in the Fund's
investments and consequently, your Fund shares may occur because a
particular stock market fluctuates.  Stock markets tend to run in cycles,
with periods when stock prices generally go up, known as "bull markets,"
and periods when stock prices generally go down, referred to as "bear
markets."  Stock prices in general may decline over short or extended
periods.  Thus, there is a possibility that the value of the Fund's
investments will decrease because of declines in the stock market,
regardless of the success or failure of the operations of the Fund's
portfolio companies.  At other times, there are specific factors that may
adversely affect the value of a particular investment of the Fund, which in
turn may reduce the value of the Fund's investments, and consequently, your
Fund shares.

     PORTFOLIO-SPECIFIC RISK.  Because the Fund invests most of its assets
in the securities of large- and medium-sized companies, and to a lesser
extent the securities of small companies, the Fund may be subject to
additional risks.  Small-sized companies often have a limited market for
their securities and limited financial resources, and are usually more
affected by changes in the economy.  Securities of small- to medium-sized
companies also often fluctuate in price more than common stocks of larger
companies, such as many of those included in the Dow Jones Industrial
Average.  Therefore, during the history of the Fund, its price per share
has often been somewhat more volatile than the Dow Jones Industrial
Average.  If the value of the Fund's investments in small- to medium-sized
companies decrease, the value of the Fund's shares also may go down,

     SELECTION RISK.  The Fund also is subject to selection risk, which is
the risk that the stocks the Fund buys will underperform the markets or
other mutual funds with similar investment objectives and strategies.

     RISKS RELATED TO CERTAIN OTHER PORTFOLIO INVESTMENTS AND
STRATEGIES.   The Fund may use other investment strategies.  These
strategies and the associated non-principal risks are described in
further detail in the Fund's Statement of Additional Information which
is incorporated by reference herein.

     In view of the risks inherent in all investments in securities, there
is no assurance that the Fund's objectives will be achieved.

                           FINANCIAL HIGHLIGHTS

     THE FOLLOWING FINANCIAL HIGHLIGHTS TABLE HELPS YOU UNDERSTAND THE
FUND'S FINANCIAL PERFORMANCE FOR THE PAST FIVE FISCAL YEARS ENDED MARCH 31,
2000.  CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE FUND
SHARE.  THE TOTAL RETURNS IN THE TABLE REPRESENT THE RATE THAT AN INVESTOR
WOULD HAVE EARNED (OR LOST) ON AN INVESTMENT IN THE FUND (ASSUMING
REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS).  THE TABLE HAS BEEN
AUDITED BY ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS, WHOSE
REPORT THEREON IS INCLUDED IN THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED MARCH 31, 2000.  THE TABLE SHOULD BE READ IN CONJUNCTION WITH THE
FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED IN THE FUND'S ANNUAL
REPORT, WHICH IS INCORPORATED BY REFERENCE INTO THE STATEMENT OF
ADDITIONAL INFORMATION AND WHICH MAY BE OBTAINED WITHOUT CHARGE BY CALLING
OR WRITING THE FUND.




[CAPTION]
<TABLE>
                                                             YEAR ENDED MARCH 31,
                                                             -------------------
                                      2000          1999            1998            1997             1996

<S>                                 <S>            <S>             <S>              <S>             <S>
NET ASSET VALUE, BEGINNING
  OF YEAR                           $85.20         $93.98          $67.11           $63.81          $52.22
INCOME FROM INVESTMENT
  OPERATIONS:
Net investment income                  .39            .51             .36              .40             .57
Net gains (losses) on
securities (realized and
  unrealized)                         5.22           (.43)          32.67             8.64           15.68

 Total from investment
   operations                         5.61            .08           33.03             9.04           16.25

LESS DISTRIBUTIONS:
From net investment income            (.31)          (.59)           (.36)            (.42)           (.57)
From capital gains                   (5.94)         (8.27)          (5.80)           (5.32)          (4.09)

 Total distributions                 (6.25)         (8.86)          (6.16)           (5.74)          (4.66)

NET ASSET VALUE, END
  OF YEAR                           $84.56         $85.20          $93.98           $67.11          $63.81

TOTAL RETURN                          6.75%          0.13%          50.98%           14.68%          32.38%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
year (millions)                  $4,900.9       $5,619.4        $5,907.2         $3,989.5        $3,655.3
Ratio of expenses to average
 net assets                            .73%           .71%            .71%             .72%            .74%
Ratio of net investment income
 to average net assets                 .46%           .58%            .44%            .61%             .87%
Portfolio turnover rate              39.72%         25.04%          17.01%          15.18%           25.70%


</TABLE>

     PLEASE CONSIDER THE PERFORMANCE INFORMATION ABOVE IN LIGHT OF THE
FUND'S INVESTMENT OBJECTIVES AND POLICIES, AND MARKET CONDITIONS DURING THE
REPORTED TIME PERIODS.  AGAIN, YOU MUST REMEMBER THAT HISTORICAL
PERFORMANCE DOES NOT NECESSARILY INDICATE WHAT WILL HAPPEN IN THE FUTURE.
THE VALUE OF YOUR FUND SHARES MAY GO UP AND DOWN.




                MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE



     The Fund's primary objective is long-term capital appreciation.  In an
effort to achieve this objective, the Adviser generally invests in common
stocks of medium and large companies having growth potential.  Individual
stock selection is the focal point of the Adviser's equity philosophy.  The
Adviser's efforts are directed toward purchasing stocks of fundamentally
sound companies at reasonable prices.  It is also the Adviser's strong
conviction that superior long-term results are achieved through the
minimization of capital losses during adverse periods in the general
market.  The Adviser primarily seeks stocks where the price/earnings ratio
is low in relation to earnings growth or where the price is reasonable in
relation to book value.  Above average secular earnings growth and strong
current earnings momentum are important factors in stock selection.


      At March 31, 2000, the Fund's portfolio consisted of equity holdings
in 76 companies, representing 95.44% of the Fund's total net assets, and
short-term investments representing 4.56% of the Fund's total net assets.
The Fund's performance in fiscal 2000 was driven primarily by individual
holdings in the health care products sector (Stryker Corporation) the
communication services sector (Qwest Communications International, Inc.)
and technology sector (General Motors Corporation - Class H and ADC
Telecommunications, Inc.).  The Fund's performance was adversely affected
by certain insurance company holdings like Mercury General Corporation, and
banks and diversified financials such as Freddie Mac and Federal National
Mortgage Association.

     In terms of overall portfolio mix, the Fund has significant positions
in technology related companies which include communication equipment,
hardware, software and service companies  (26.80% of the Fund's total net
assets at March 31, 2000), health care products companies (15.55%), banks
and financial institutions (8.62%) and media and
entertainment companies (7.16%).  During fiscal 2000, the Fund increased
its relative percentage holdings in the following two sectors: health care
products and technology.  In turn, the Fund decreased its relative
percentage holdings in the banks and financials, insurance and energy
sectors.

     The Adviser purchases stocks according to its investment philosophy
noted above and discussed in detail in the "Fund Investments" section.  The
past year has been a difficult one for Nicholas Fund.  Within the
bifurcated stock market, old economy stocks, in which the Nicholas Fund had an
overweighting, were stagnate, and new economy (technology) stocks
soared.   We acknowledge the growth potential of technology and have
increased our technology position.  To provide for this shift, we reduced
our positions in the financial and insurance areas.  We continue to scour
the market for stocks that we believe will perform well over the long-term,
always mindful of downside risk.

     Set forth below is a line graph showing a comparison of the initial
account value and subsequent account values at the end of each of the most
recently completed ten fiscal years of the Fund to the same investment over
the same periods in two peer group indices.  The graphs assume a $10,000
initial investment in the Fund and the indices at the beginning of the
first fiscal year.

     The peer group in the graph includes the Standard & Poor's 500
Composite Stock Price ("S&P 500") Index and the Lipper Mid-Cap Core Index.
The line graph in the Fund's prospectus for fiscal 1999 included the S&P
500 Index and the Lipper Mid Cap Fund Index, an unmanaged equally weighted
index of the 30 largest mutual funds in the Lipper Mid Cap fund category.
The Lipper Mid Cap Fund Index is no longer published by Lipper Analytical
Mutual Fund Performance Analysis.  Therefore, the line graph below includes
the Lipper Mid-Cap Core Index, an unmanaged equally weighted index of the
30 largest mutual funds included in the Lipper Mid-Cap Core funds
classification, as a replacement index.  The Lipper Mid-Cap Core funds will
normally have an average price-to-earnings ratio, price-to-book ratio and
three-year earnings growth figure compared to the U.S. diversified mid-cap
funds' universe average.  The Fund believes the returns of the Lipper Mid-
Cap Core and S&P 500 indices are representative of the performance of
medium- and large-capitalized companies, which are the types of companies
in which the Fund primarily invests.  Therefore, the Fund believes the
Lipper Mid-Cap Core and S&P 500 indices provide a meaningful and
representative basis of comparison for Fund investors.

(The performance graph plot points are as follows:)









     COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN

            NICHOLAS FUND, INC., S&P 500 INDEX AND

                   LIPPER MID-CAP CORE INDEX




[CAPTION]
<TABLE>

Fiscal        Nicholas      %       S&P 500        %       Mid-Cap       %
 Year        Fund Value  Returns     Value      Returns   Core Value  Returns
Ended
-------------------------------------------------------------------------------
<S>          <S>         <S>       <S>          <S>       <S>         <S>
03/31/90     10,000.00             10,000.00              10,000.00

03/31/91     11,713.00   17.13%    11,441.15    14.41%    11,290.00   12.90%

03/31/92     13,976.96   19.33%    12,704.27    11.04%    14,048.15   24.43%

03/31/93     15,711.24   12.41%    14,639.06    15.23%    15,521.80   10.49%

03/31/94     15,717.51    0.04%    14,854.57     1.47%    17,308.36   11.51%

03/31/95     17,428.20   10.88%    17,162.97    15.54%    18,597.83    7.45%

03/31/96     23,071.45   32.38%    22,674.00    32.11%    23,682.48   27.34%

03/31/97     26,458.34   14.68%    27,169.49    19.83%    25,115.27    6.05%

03/31/98     39,946.80   50.98%    40,210.84    48.00%    35,899.76   42.94%

03/31/99     39,998.73    0.13%    47,633.61    18.46%    32,948.80   -8.22%

03/31/00     42,698.64    6.75%    56,180.48    17.94%    50,797.16   54.17%



    </TABLE>


     The Fund's average annual total returns for the one, five
and ten year periods ended on the last day of the most recent fiscal year
are as follows:


[CAPTION]
<TABLE>
                              One Year Ended     Five Years Ended    Ten Years Ended
                              March 31, 2000     March 31, 2000      March 31, 2000

<S>                           <S>               <S>                  <S>
Average Annual Total Return      6.75%          19.63%                  15.62%

</TABLE>

                   Past performance is not predictive of future performance.


                       THE FUND'S INVESTMENT ADVISER

     Nicholas Company, Inc., located at 700 North Water Street, Suite 1010,
Milwaukee, Wisconsin 53202, is the Fund's investment adviser.  The Adviser
furnishes the Fund with continuous investment service and is responsible
for overall management of the Fund's business affairs, subject to
supervision by the Fund's Board of Directors.

     The Adviser is the investment adviser to five other mutual funds and
to approximately 25 institutions and individuals with substantial
investment portfolios.  The additional mutual funds it advises are:
Nicholas Income Fund, Inc., Nicholas II, Inc., Nicholas Limited Edition,
Inc., Nicholas Money Market Fund, Inc., and Nicholas Equity Income Fund,
Inc.  As of March 31, 2000, the Adviser had approximately $7 billion in
assets under management.

     The annual fee paid to the Adviser is paid monthly and is based on the
average net asset value of the Fund, as determined by valuations made at
the close of each business day of the month.

     The following table illustrates the calculation of the Adviser's
annual fee:

                                    ANNUAL FEE CALCULATION
            NET ASSET               (BASED ON THE AVERAGE
          VALUE OF THE FUND      NET ASSET VALUE OF THE FUND)

     Up to and including $50,000,000         0.75 of 1%
     In excess of $50,000,000                0.65 of 1%

     Under an Investment Advisory Agreement with the Fund, the Adviser, at
its own expense and without reimbursement from the Fund, furnishes the Fund
with office space, office facilities and executive officers and executive
expenses (such as health insurance premiums for executive officers).  The
Adviser also pays all sales and promotional expenses of the Fund, other
than expenses incurred in complying with laws regulating the issue or sale
of securities.

     The Fund pays all of its operating expenses.  Operating expenses
include, but are not limited to, fees paid for attendance at Board meetings
to directors who are not interested persons of the Adviser or officers or
employees of the Fund, salaries of administrative and clerical personnel,
association membership dues, auditing and accounting services, legal fees
and expenses, printing, fees and expenses of any custodian or trustee
having custody of Fund assets, postage, charges and expenses of dividend
disbursing agents, registrars and stock transfer agents, including the cost
of keeping all necessary shareholder records and accounts and handling any
problems related thereto, and certain other costs related to the
aforementioned items.

     Albert O. Nicholas is President and a Director of the Fund, is Chief
Executive Officer and Chairman of the Board of the Adviser, and is a
controlling person of the Adviser through his ownership of 91% of the
outstanding voting securities of the Adviser.  David O. Nicholas is
President, Chief Investment Officer and a Director of the Adviser, and a
Senior Vice President of the Fund.  They are both Chartered Financial
Analysts.

     Albert O. Nicholas was the portfolio manager of the Fund from its
inception in July 1969 through November 1996.  Since November 1996, Albert
O. Nicholas and David O. Nicholas have been co-portfolio managers of the
Fund and are primarily responsible for the day-to-day management of the
Fund's portfolio.  Albert O. Nicholas is also portfolio manager of and has
had responsibility for the day-to-day management of the portfolios of the
Nicholas Income Fund, Inc. and the Nicholas Equity Income Fund, Inc. since
the Nicholas Company, Inc. has served as investment adviser for such funds.
David O. Nicholas has been portfolio manager and primarily responsible for
day-to-day management of the portfolios of Nicholas II, Inc. and Nicholas
Limited Edition, Inc. since March 1993.


                          PRICING OF FUND SHARES

     When you buy shares of the Fund, the price per share you pay is the
net asset value ("NAV") of the Fund.  The NAV of the Fund is determined by
dividing the total value in U.S. dollars of the Fund's total net assets by
the total number of shares outstanding at that time.  Net assets of the
Fund are determined by deducting the liabilities of the Fund from the total
assets of the Fund.  The NAV is determined as of the close of trading on
the New York Stock Exchange ("NYSE") on each day the NYSE is open for
unrestricted trading.


                          PURCHASE OF FUND SHARES

 MINIMUM            To Open An Account            $500
INVESTMENTS         To Add To An Account          $100
    $               Minimum Balance               $500
 [ICON]
                         The Fund's Automatic Investment Plan has a minimum
                    monthly investment of $50.  Due to fixed expenses
                    incurred by the Fund in maintaining individual
                    accounts, the Fund reserves the right to redeem
                    accounts that fall below the $500 minimum investment
                    required due to shareholder redemption (but not solely
                    due to a decrease in net asset value of the Fund).  In
                    order to exercise this right, the Fund will give
                    advance written notice of at least 30 days to the
                    accounts below such minimum.

APPLICATION               You may apply to purchase shares of the Fund by
Information         submitting an application to Nicholas Fund, Inc.,
 {ICON}             c/o Firstar Mutual Fund Services, LLC ("Firstar"),
                    P.O. Box 2944, Milwaukee, Wisconsin 53201-2944.  See the
                    back cover page of this Prospectus for information on how
                    to contact the Fund.  The Fund also has available an
                    Automatic Investment Plan for shareholders.  You should
                    contact the Fund for additional information.

                          When you make a purchase, your purchase price per
                    share will be the net asset value ("NAV") next
                    determined after the time the Fund receives your
                    application in proper order.  The NAV is calculated
                    once a day based on the closing market price for each
                    security held in the Fund's portfolio.  The
                    determination of NAV for a particular day is applicable
                    to all purchase applications received in proper order
                    by the close of trading on the NYSE on that day
                    (usually 4:00 p.m., New York time).

                         Applications to purchase
                         Fund shares received in proper order on a day the
                         NYSE is open for trading, prior to the close of
                         trading on that day, will be based on the NAV as
                         of the close of trading on that day.

                         Applications to purchase Fund shares received
                         in proper order after the close of trading on
                         the NYSE will be based on the NAV as determined
                         as of the close of trading on the next day the
                         NYSE is open.

                         Purchase of shares will be made in full and
                         fractional shares computed to three decimal places.

OVERNIGHT                 You should be aware that deposit in the U.S.
Delivery            mail or with other independent delivery services,
{ICON}              or receipt at Firstar's Post Office Box, of purchase
                    applications does not constitute receipt by Firstar
                    or the Fund.  Do not mail letters by overnight courier
                    to the Post Office Box address.  Overnight courier
                    delivery should be sent to Firstar Mutual Fund Services,
                    LLC, Third Floor, 615 East Michigan Street, Milwaukee,
                    Wisconsin 53202.

                          Your application to purchase Fund shares must
                    be in proper order to be accepted, may only be accepted
                    by the Fund or an Authorized Agent of the Fund and is
                    not binding until accepted.  Applications must be
                    accompanied by payment in U.S. funds.  Your check should
                    be drawn on a U.S. bank, savings and loan or credit union.
                    Checks are accepted subject to collection at full face
                    value in U.S. funds.  The transfer agent will charge a $20
                    fee against your account, in addition to any loss
                    sustained by the Fund, if any payment check is returned
                    to the transfer agent for insufficient funds.  The Fund
                    will not accept applications under circumstances or in
                    amounts considered disadvantageous for shareholders.
                    If you open an account (including custodial accounts)
                    without a proper social security number or taxpayer
                    identification number, it may be liquidated.  Proceeds
                    will be distributed to the owner(s) of record on the
                    first business day following the 60th day of
                    investment, net of the backup withholding tax amount.

WIRE PAYMENTS             You also may purchase
[ICON]              Fund shares via the Federal Reserve wire system.  If a
                    wire purchase is to be an initial purchase, please
                    call Firstar (414-276-0535 or 800-544-6547) with the
                    appropriate account information prior to sending the
                    wire.  Firstar will provide you with a confirmation
                    number for any wire purchase, which will ensure the
                    prompt and accurate handling of funds.  To purchase
                    shares of the Fund by federal wire transfer, instruct
                    your bank to use the following instructions:

                   Wire To:        Firstar Bank, N.A.
                                   ABA 075000022
                   Credit:         Firstar Mutual Fund Services, LLC
                                   Account 112-952-137
                   Further Credit: Nicholas Fund Inc.
                                   (shareholder account number)
                                   (shareholder registration)

                          The Fund and its transfer agent are not
                    responsible for the consequences of delays resulting
                    from the banking or Federal Reserve wire system, or
                    from incomplete wiring instructions.

CERTIFICATES              The Fund won't issue certificates representing
[ICON]              Fund shares unless the shareholder specifically requests
                    certificates in writing.  Signature guarantees may be
                    required. Certificates are mailed to requesting
                    shareholders approximately two weeks after receipt of
                    the request by the Fund.  The Fund won't issue
                    certificates for fractional shares even if requested.
                    Where certificates are not requested, the Fund's transfer
                    agent, Firstar, will credit the shareholder's account
                    with the number of shares purchased.  Written
                    confirmations are issued for all purchases of Fund
                    shares.


THIRD PARTY         USE OF A PROCESSING INTERMEDIARY TO PURCHASE FUND SHARES.
 PURCHASES                You can purchase shares of the Fund through
[ICON]              certain broker-dealers, financial institutions or other
                    service providers ("Processing Intermediaries").  If you
                    do, the Processing Intermediary, rather than you, may be
                    the shareholder of record.  Processing Intermediaries may
                    use procedures and impose restrictions in addition to
                    or different from those applicable to shareholders who
                    invest in the Fund directly.  You should read the
                    program materials provided by the Processing
                    Intermediary in conjunction with this Prospectus before
                    you invest in the Fund this way.

                          Processing Intermediaries may charge fees
                    or other charges for the services they provide to their
                    customers.  Such charges may vary among Processing
                    Intermediaries, but in all cases will be retained by
                    the Processing Intermediary and not remitted to the
                    Fund or the Adviser.

                         The Fund  also may enter into an arrangement with
                    some Processing Intermediaries, which authorizes them
                    to process purchase orders on behalf of the Fund on an
                    expedited basis  (an  "Authorized Agent").  Receipt of
                    a purchase order by an Authorized Agent will be deemed
                    to be received by the Fund for purposes of determining
                    the NAV of the Fund shares to be purchased.  If you
                    place a purchase order through an Authorized Agent, you
                    will pay the Fund's NAV per share next computed after
                    the receipt by the Authorized Agent of such purchase
                    order, plus any applicable transaction charge imposed
                    by the Authorized Agent.

                          Of course, you do not have to use the services of
                    a Processing Intermediary, or pay the fees that may be
                    charged for such services.  You can invest directly
                    with the Fund without a sales charge.


                         REDEMPTION OF FUND SHARES

 REDEMPTION               You may redeem all or part of your Fund shares by
 PRICE              any of the following methods. All redemptions will be
   $                processed immediately upon receipt and written
 [ICON]             confirmations will be issued for all redemptions of
                    Fund shares.  The redemption price will be the Fund's
                    NAV next computed after the time of receipt
                    by Firstar (or by an Authorized Agent of the Fund) of
                    the certificate(s), or written request in the proper
                    order as described below, or pursuant to proper
                    telephone instructions as described below.

                                                  Requests for redemption
                         of Fund shares received in proper order on a day
                         the NYSE is open for trading, prior to the close
                         of trading on that day, will be based on the NAV
                         as of the close of trading on that day.

                                                  Requests for redemption
                         of Fund shares received in proper order after the
                         close of trading on the NYSE will be based on the
                         NAV as determined as of the close of trading on
                         the next day the NYSE is open.

                          THE FUND WILL RETURN AND NOT PROCESS
                    REDEMPTION REQUESTS THAT CONTAIN RESTRICTIONS AS TO THE
                    TIME OR DATE REDEMPTIONS ARE TO BE EFFECTED.

                                If any of the shares you want redeemed were
                    purchased recently by personal or certified check, the
                    Fund reserves the right to hold payment up to 15 days
                    or until notified that investments made by check have
                    been collected, at which time your redemption request
                    will be processed and payment made.

WRITTEN                   If you redeem in writing, be sure that the redemption
REDEMPTIONS         request is signed by each shareholder in the exact manner
[ICON]              as the Fund account is registered and includes the
                    redemption amount and the shareholder account number.

                                If you have certificates for your shares, you
                         may redeem by delivering to the Fund, c/o Firstar
                         Mutual Fund Services, LLC, P.O. Box 2944, Milwaukee,
                         Wisconsin 53201-2944, the certificate(s) for the
                         full shares.  The certificate(s) must be properly
                         endorsed or accompanied by instrument of transfer,
                         in either case with signatures guaranteed by an
                         eligible "guarantor institution," which is a bank,
                         savings and loan association, a credit union, or a
                         member firm of a national securities exchange.  A
                         notary public is not an acceptable guarantor.

                                If you don't have certificates for your shares,
                         you may redeem by delivering an original signed
                         written request for redemption addressed to Nicholas
                         Fund, Inc., c/o Firstar Mutual Fund Services, LLC,
                         P.O. Box 2944, Milwaukee, Wisconsin 53201-2944.  If
                         the account registration is individual, joint tenants,
                         sole proprietorship, custodial (Uniform Transfer to
                         Minors Act), or general partners, the written request
                         must be signed exactly as the account is registered.
                         If the account is owned jointly, all owners must sign.

                         YOU MAY NOT FAX YOUR REDEMPTION REQUEST.

                          The Fund may require additional supporting
                    documents for written redemptions made by corporations,
                    executors, administrators, trustees and guardians.
                    Specifically, if the account is registered in the name
                    of a corporation or association, the written request
                    must be accompanied by a corporate resolution signed by
                    the authorized person(s).  A redemption request for
                    accounts registered in the name of a legal trust must
                    have a copy of the title and signature page of the
                    trust agreement on file or must be accompanied by the
                    trust agreement and signed by the trustee(s).

                                IF YOU ARE UNCERTAIN ABOUT WHAT DOCUMENTS
                    OR INSTRUCTIONS ARE NECESSARY IN ORDER TO REDEEM
                    SHARES, PLEASE WRITE OR CALL FIRSTAR (414-276-0535 OR
                    800-544-6547) PRIOR TO SUBMITTING A WRITTEN REDEMPTION
                    REQUEST.  A WRITTEN REDEMPTION REQUEST WILL NOT BECOME
                    EFFECTIVE UNTIL ALL DOCUMENTS HAVE BEEN RECEIVED IN
                    PROPER ORDER BY FIRSTAR.

                                If you have an individual retirement
                    account ("IRA") or other retirement plan, you must
                    indicate on your written redemption requests whether or
                    not to withhold federal income tax.  Unless a
                    redemption request specifies not to have federal income
                    tax withheld, the redemption will be subject to
                    withholding.  Please consult your current IRA
                    Disclosure Statement for any applicable fees.

OVERNIGHT                 You should be aware that deposit in the mail or with
DELIVERY            no other independent delivery services or receipt at
[ICON]              Firstar's Post Office Box of redemption requests does not
                    constitute receipt by Firstar or the Fund.  Do not mail
                    letters by overnight courier to the Post Office Box address
                    Overnight courier delivery should be sent to Firstar Mutual
                    Fund Services, LLC, Third Floor, 615 East Michigan Street,
                    Milwaukee, Wisconsin 53202.

TELEPHONE                 You can redeem your shares by telephone unless you
REDEMPTIONS         decline that option in writing.
[ICON]
                          Telephone redemptions can only be made by
                    calling Firstar (800-544-6547 or 414-276-0535).  In
                    addition to account registration information, you will
                    be required to provide the account number and social
                    security number.  Telephone calls will be recorded.

                          Telephone redemption requests must be received prior
                    to the closing of the NYSE (usually 4:00 p.m., New York
                    time) to receive that day's NAV.  There will be no
                    exceptions due to market activity.  During periods of
                    substantial economic or market changes, you may have
                    difficulty making a redemption by telephone.
                    If you are unable to contact Firstar by telephone, you
                    may redeem your shares by delivering the redemption
                    request in person or by mail.  The maximum telephone
                    redemption is $50,000 per account/per business day.
                    The maximum telephone redemption for related accounts
                    is $100,000 per business day.  The minimum telephone
                    redemption is $500 except when redeeming an account in
                    full.

                          The Fund reserves the right to refuse telephone
                    redemption if it believes it is advisable to do so.
                    Procedures for redeeming Fund shares by telephone may be
                    modified or terminated at any time by the Fund or Firstar.
                    Neither the Fund nor Firstar will be liable for following
                    instructions communicated by telephone which they
                    reasonably believe to be genuine. The Fund and Firstar
                    will employ reasonable procedures to confirm that
                    instructions received by telephone are genuine, and if they
                    do not, they may be liable for losses due to unauthorized
                    or fraudulent instructions.

TAX EFFECT OF             For federal income tax purposes, a redemption
REDEMPTION          generally is treated as sale of the shares being redeemed.
[ICON]              You may recognize capital gain or loss equal to the
                    difference between the redemption price and your cost basis
                    for the shares being redeemed.  See "Dividends,
                    Distributions and Federal Tax Status" for further tax
                    information.

                          The Fund ordinarily pays for redeemed
                    shares within seven days after receipt of a request in
                    proper order, except as provided by the rules of the
                    Securities and Exchange Commission.  Redemption
                    proceeds to be wired also ordinarily will be wired
                    within seven days after receipt of the request, and
                    normally will be wired on the next business day after a
                    NAV is determined.  The Fund reserves the right to hold
                    payment up to 15 days or until notified that
                    investments made by check have been collected.

                          You may instruct Firstar to mail the
                    proceeds to the address of record or to directly mail
                    the proceeds to a pre-authorized bank account.  The
                    proceeds also may be wired to a pre-authorized account
                    at a commercial bank in the United States.  Firstar
                    charges a wire redemption fee of $12.00.  Please
                    contact the Fund for the appropriate form if you are
                    interested in setting your account up with wiring
                    instructions.

SIGNATURE                 A signature guarantee of each owner is required to
GUARANTEES          redeem shares in the following situations, for all size
[ICON]              transactions:

                     *   if you change the ownership on your account

                     *   upon redemption of shares when certificates have
                         been issued for your account

                     *   when you want the redemption proceeds sent to a
                         different address than is registered on the account

                     *   if the proceeds are to be made payable to someone
                         other than the account owner(s)

                     *   any redemption transmitted by federal wire transfer to
                         your bank not previously set up with the Fund

                     *   if a change of address request has been received by
                         the Fund or Firstar within 15 days of a redemption
                         request

                          In addition, you must have your signature guaranteed
                    if you request redemption of $100,000 or more from your
                    account.  Your redemption will not be processed until the
                    signature guarantee, if required, is received in proper
                    order.  A notary public is not an acceptable guarantor.

THIRD PARTY         USE OF A PROCESSING INTERMEDIARY TO REDEEM FUND SHARES.
REDEMPTIONS
[ICON]                    As with the purchase of Fund shares, you may redeem
                    shares of the Fund through certain broker-dealers, financial
                    institutions and other service providers ("Processing
                    Intermediaries"). You should read the program materials
                    provided by the Processing Intermediary before you redeem
                    your shares of the Fund this way.  Then follow those
                    instructions and procedures.

                          Processing Intermediaries may charge fees or other
                    charges for the services they provide to their customers.
                    Such charges vary among Processing Intermediaries, but in
                    all cases will be retained by the Processing Intermediary
                    and not remitted to the Fund or the Adviser.

                          The Fund also may enter into an arrangement
                    with some Processing Intermediaries authorizing them to
                    process redemption requests on behalf of the Fund on an
                    expedited basis (an  "Authorized Agent").  Receipt of a
                    redemption request by an Authorized Agent will be
                    deemed to be received by the Fund for purposes of
                    determining the NAV of Fund shares to be redeemed.  For
                    redemption orders placed through an Authorized Agent,
                    you will receive redemption proceeds which reflect the
                    NAV per share next computed after the receipt by the
                    Authorized Agent of the redemption order, less any
                    redemption fees imposed by the Authorized Agent.

                          Of course, you do not have to use the
                    services of a Processing Intermediary, or pay the fees
                    that may be charged for such services, unless you hold
                    Fund shares through a Processing Intermediary.  Then
                    you must redeem your shares through such Processing
                    Intermediary.  In such event, you should contact the
                    Processing Intermediary for instructions on how to
                    redeem.  Otherwise if you originally invested directly
                    with the Fund, you can redeem Fund shares directly
                    through the Fund without a redemption charge.




                    EXCHANGE BETWEEN NICHOLAS FAMILY OF FUNDS

                          You may exchange Fund shares for shares of
                    other mutual funds for which Nicholas Company, Inc.
                    serves as the investment adviser.

EXCHANGES                 Nicholas Company, Inc. also is adviser to the
                    following funds which have investment objectives and
                    net assets as noted below:

[CAPTION]
<TABLE>
                                                                         NET ASSETS AT
                      FUND                   INVESTMENT OBJECTIVE        MARCH 31, 2000

<S>              <S>                         <S>                         <S>
                 Nicholas II, Inc.           Long-Term Growth            819,386,399

                 Nicholas Limited            Long-term growth            261,266,529
                 Edition, Inc. (1)

                 Nicholas Equity Income      Reasonable income; Moderate
                 Fund, Inc.                  long-term growth as a
                                             secondary consideration      18,287,804

                 Nicholas Income             High current income
                 Fund, Inc.                  consistent with the
                                             preservation and
                                             conservation of capital
                                             volume                      165,852,076

                 Nicholas Money              High level of current
                 Market Fund, Inc.           income as is consistent
                                             with preserving capital
                                             and liquidity               145,129,074

</TABLE>
                   ____________

                    (1) You should be aware that Nicholas Limited Edition,
                    Inc. is restricted in size to ten million shares (without
                    taking into account shares outstanding as a result of
                    capital gain and dividend distributions).  The exchange
                    privilege into that mutual fund may be terminated or
                    modified at any time or times when that maximum is reached.

                          If you choose to exercise the exchange privilege,your
                    shares will be exchanged at their next determined NAV.
                    If you exercise an exchange into the Nicholas Money
                    Market Fund, Inc. on a day when the NYSE is open for
                    trading but the Federal Reserve Banks are closed, your
                    shares of the Fund will be redeemed on the day upon
                    which the exchange request is received; however, issuance
                    of your Nicholas Money Market Fund, Inc. shares will be
                    delayed one business day.  In such a case, the
                    exchanged amount would be uninvested for this one-day
                    period.

                          If you are interested in exercising the exchange
                    privilege you must obtain the appropriate prospectus from
                    Nicholas Company, Inc.

                          An exchange constitutes a sale for federal tax
                    purposes and you may realize capital gain or loss upon
                    the exchange, depending upon whether the NAV at the time
                    is more or less than your cost basis.  An exchange between
                    the funds involving master retirement plans and IRA accounts
                    generally is not a taxable transaction for federal tax
                    purposes. See "Dividends, Distributions and Federal Tax
                    Status" for further tax information.

                          The exchange privilege may be terminated or modified
                    only upon 60 days advance notice to shareholders.  You may
                    exchange shares of the Fund for shares of other available
                    Nicholas mutual funds directly through Nicholas Company,
                    Inc. without cost by written request.

EXCHANGE                  If you are interested in exercising the exchange by
BY                  mail privilege, you may obtain the appropriate prospectus
MAIL                from Nicholas Company, Inc.  Signatures required are the
[ICON]              same as previously explained under "Redemption of Fund
                    Shares."

EXCHANGE                  You also may exchange by telephone among all Nicholas
BY                  mutual funds.  Only exchanges of $500 or more will be
TELEPHONE           executed using the telephone privilege.  Firstar charges a
[ICON]              $5.00 fee for each telephone exchange.  In an effort to
                    avoid the risks often associated with large market timers,
                    the maximum telephone exchange per account per day is set
                    at $100,000, with a maximum of $l,000,000 per day per
                    related accounts.  You are allowed four telephone exchanges
                    per account during any twelve-month period.

                          Procedures for exchanging Fund shares by telephone
                    may be modified or terminated at any time by the Fund or
                    Firstar. Neither the Fund nor Firstar will be responsible
                    for the authenticity of exchange instructions received by
                    telephone.  Telephone exchanges can only be made by calling
                    Firstar (414-276-0535 or 800-544-6547).  You will be
                    required to provide pertinent information regarding your
                    account.  Calls will be recorded.


                          TRANSFER OF FUND SHARES

     You may transfer Fund shares in instances such as the death of a
shareholder, change of account registration, change of account ownership
and in cases where shares of the Fund are transferred as a gift.  You can
obtain documents and instructions necessary to transfer Fund shares by
writing or calling Firstar (414-276-0535 or 800-544-6547) or Nicholas
Company, Inc. (414-272-6133 or 800-227-5987) prior to submitting any
transfer requests.


              DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAX STATUS

     The Fund intends to qualify annually as a "regulated investment
company" under the Internal Revenue Code of 1986 and intends to take all
other action required to insure that little or no federal income or excise
taxes will be payable by the Fund.  As a result, the Fund generally will
seek to distribute to its shareholders substantially all of its net
investment income and net realized capital gain in one or more
distributions for each fiscal year.

     For federal income tax purposes, distributions by the Fund, whether
received in cash or invested in additional shares of the Fund, will be
taxable to the Fund's shareholders, except those shareholders that are not
subject to tax on their income.  The maximum tax rate on long-term capital
gains for sales of securities held greater than twelve months is 20%.
Income distributed from the Fund's net investment income and net realized
short-term capital gains are taxable to shareholders as ordinary income,
whether distributed in cash or additional shares.  Distributions generally
will be made in June and December of each year.  The Fund will provide
information to shareholders concerning the character and federal tax
treatment of all dividends and distributions.

     At the time of purchase of Fund shares, the Fund may have
undistributed income or capital gains included in the computation of the
NAV.  Therefore, a dividend or capital gain distribution received shortly
after such purchase by a shareholder may be taxable to the shareholder,
although it is, in whole or in part, a return of capital and may have the
effect of reducing the NAV.

     Under federal law, some shareholders may be subject to a 31% "backup
withholding" on reportable dividends, capital gain distributions (if any)
and redemption payments.  Generally, shareholders subject to backup
withholding will be those (i) for whom a taxpayer identification number is
not on file with the Fund or who, to the Fund's knowledge, have furnished
an incorrect number; or  (ii) who have failed to declare or underreported
certain income on their federal returns.  When establishing an account, you
must certify under penalties of perjury that the taxpayer identification
number you give to the Fund is correct and that you are not subject to
backup withholding.

     The foregoing tax discussion relates to federal income taxes only and
is not intended to be a complete discussion of all federal tax
consequences.  You should consult with a tax adviser concerning the
federal, state and local tax aspects of an investment in the Fund.



                DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN

     Unless you elect to accept cash in lieu of shares, all dividends and
capital gain distributions are automatically reinvested in additional
shares of the Fund through the Dividend and Distribution Reinvestment Plan
(the "Reinvestment Plan").  You may elect to accept cash on the application
to purchase shares, by telephone or by separate written notification.  All
reinvestments are at the net asset value per share in effect on the
dividend or distribution date and are credited to the shareholder's
account.  Firstar will notify you of the number of shares purchased and the
price following each reinvestment period.

     You may withdraw from or thereafter elect to participate in the
Reinvestment Plan at any time by giving written or telephonic notice to
Firstar.  Firstar must receive an election prior to the dividend record
date of any particular distribution for the election to be effective for
that distribution.  If an election to withdraw from or participate in the
Reinvestment Plan is received between a dividend record date and payment
date, it shall become effective on the day following the payment date.  The
Fund may modify or terminate the Reinvestment Plan at any time on 30 days
written notice to participants.


                        SYSTEMATIC WITHDRAWAL PLAN

     If you own $10,000 or more of Fund shares at the current market value,
you may open a Systematic Withdrawal Plan (the "Plan") and receive monthly,
quarterly, semiannual or annual checks for any designated amount.  Firstar
reinvests all income and capital gain dividends in shares of the Fund.  You
may add shares to, withdraw shares from, or terminate the Plan, at any
time.  Each withdrawal may be a taxable event to you.  Liquidation of the
shares in excess of distributions may deplete or possibly use up the
initial investment, particularly in the event of a market decline, and
withdrawals cannot be considered a yield or income on the investment.  In
addition to termination of the Plan by the Fund or shareholders, Firstar
may terminate the Plan upon written notice mailed to the shareholders.
Please contact Nicholas Company, Inc. for copies of the Plan documents.


                      INDIVIDUAL RETIREMENT ACCOUNTS

     Individuals who receive compensation, including earnings from self-
employment, may be able to establish a traditional IRA, a Roth IRA and/or
an Education IRA.  The Fund offers prototype IRA plans for adoption by
individuals who qualify.  A description of applicable service fees as well
as application forms are available upon request from the Fund.  The IRA
documents also contain a Disclosure Statement which the IRS requires to be
furnished to individuals who are considering adopting an IRA.  It is
important that you obtain up-to-date information from the Fund before
opening an IRA.

    Qualifying individuals who have a traditional IRA may make deductible
contributions to it.  Taxation of the income and gains paid to a
traditional IRA by the Fund is deferred until distribution from the IRA.

    Qualifying individuals who maintain a Roth IRA may make non-
deductible contributions to it.  However, the amounts within the Roth IRA
accumulate tax-free and qualified distributions will not be included in a
shareholder's taxable income.  The contribution limit is $2,000 annually
($4,000 for joint returns) in aggregate with contributions to traditional
IRAs.  Certain income phase-outs apply.

    Like the Roth IRA, qualifying individuals may make non-deductible
contributions to an Education IRA, with the investment earnings
accumulating tax-free.  Distributions used for higher education expenses
are not taxable.  Contribution limits are $500 per account and certain
income phase-outs apply.

     As long as the aggregate IRA contributions meet the Fund's minimum
investment requirement of $500, the Fund will accept any allocation of such
contribution between spousal, deductible and non-deductible accounts.  The
acceptability of this calculation is the sole responsibility of the
shareholder.  For this reason, it is advisable for you to consult with your
personal tax adviser to determine the deductibility of IRA contributions.

     Because a retirement program involves commitments covering future
years, it is important that the investment objectives of the Fund be
consistent with your own retirement objectives.  Premature withdrawals from
an IRA may result in adverse tax consequences.  Consultation with a tax
adviser regarding the tax consequences is recommended.


                        MASTER RETIREMENT PLAN

     The Fund has available a master retirement plan for self-employed
individuals.  You may contact the Fund for additional information or if you
wish to participate in the plan.  Consultation with a tax adviser regarding
the tax consequences of the plan is recommended.





                                PROSPECTUS
                               JULY 30, 2000


                            NICHOLAS FUND, INC.


                   FOR MORE INFORMATION ABOUT THE FUND:

    The Fund's Statement of Additional Information ("SAI"), dated July
30, 2000, contains more detailed information on all aspects of Nicholas
Fund, Inc., and is incorporated by reference in this Prospectus.
Additional information about the Fund also is available in the Fund's
Annual and Semiannual Report to Shareholders.

    To request a free copy of the current Annual/Semiannual report or
SAI, or to make shareholder inquiries, please write or call: Nicholas
Fund, Inc., 700 North Water Street, Milwaukee, Wisconsin 53202, 800-227-
5987 (toll-free).  Additional information about the Fund also can be
obtained from the Fund's Internet website at www.nicholasfunds.com.

    In addition, you can review the Fund's reports and SAIs at the Public
Reference Room of the Securities and Exchange Commission in Washington,
D.C.  Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 800-SEC-0330.  Reports and other
information about the Fund also are available on the SEC's Internet
website at www.sec.gov.  For a duplicating fee, copies of such
information may be obtained by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6000.

    For the most current price and return information for the Fund, you
may call the Fund at 800-227-5987 (toll-free) or 414- 272-6133 or check
the Fund's website at www.nicholasfunds.com.  You also can find the most
current price of the Fund's shares in the business section of your
newspaper in the mutual fund section under the heading "Nicholas Group" -
"Nich".  If you prefer to obtain this information from an on-line
computer service, you can do so by using the ticker symbol "NICSX" or
cusip number 653735100.

                            INVESTMENT ADVISER
                          NICHOLAS COMPANY, INC.
                           Milwaukee, Wisconsin
                       414-272-6133 or 800-227-5987


       TRANSFER AGENT                             CUSTODIAN
FIRSTAR MUTUAL FUND SERVICES, LLC   FIRSTAR INSTITUTIONAL CUSTODY SERVICES
    Milwaukee, Wisconsin                       Cincinnati, Ohio
414-276-0535 or 800-544-6547

INDEPENDENT PUBLIC ACCOUNTANTS                     COUNSEL
    ARTHUR ANDERSEN LLP                     DAVIS & KUELTHAU, S.C.
    Milwaukee, Wisconsin                     Milwaukee, Wisconsin


                         NO LOAD - NO SALES CHARGE

NICHOLAS FUND, INC.  700 NORTH WATER STREET  SUITE 1010  MILWAUKEE,
WISCONSIN 53202  WWW.NICHOLASFUNDS.COM

                   INVESTMENT COMPANY ACT FILE NO. 811-1728










                      NICHOLAS FUND, INC.




                           FORM N-1A
                       ----------------



          PART B: STATEMENT OF ADDITIONAL INFORMATION



                      NICHOLAS FUND, INC.





              STATEMENT OF ADDITIONAL INFORMATION
-------------------------------------------------------------

               700 North Water Street, Suite 1010
                   Milwaukee, Wisconsin 53202
                          414-272-6133
                          800-227-5987






     This Statement of Additional Information, which is not a
prospectus and contains information in addition to and more
detailed than that set forth in the current Prospectus of
Nicholas Fund, Inc. ("the Fund"), dated July 30, 2000.  It is
intended to provide you with additional information regarding the
activities and operations of the Fund, and should be read in
conjunction with the Fund's current Prospectus and the Fund's
Annual Report for the fiscal year ended March 31, 2000, which is
incorporated herein by reference, as they may be revised from
time to time.  The Fund's Prospectus provides the basic
information you should know before investing in the Fund.

     To obtain a free copy of the Fund's Prospectus and Annual
Report, please write or call the Fund at the address and
telephone number set forth above.





   NO LOAD FUND - NO SALES OR REDEMPTION CHARGE BY THE FUND




                       Investment Adviser
                     NICHOLAS COMPANY, INC.














                         July 30, 2000
                        TABLE OF CONTENTS
                                                             Page
INTRODUCTION                                                    1

INVESTMENT OBJECTIVES AND
  INVESTMENT STRATEGIES                                         1

INVESTMENT RESTRICTIONS                                         3

INVESTMENT RISKS                                                4

THE FUND'S INVESTMENT ADVISER                                   6

MANAGEMENT-DIRECTORS AND EXECUTIVE OFFICERS
  AND PORTFOLIO MANAGER OF THE FUND                             8

PRINCIPAL SHAREHOLDERS                                          10

PRICING OF FUND SHARES                                          10

PURCHASE OF FUND SHARES                                         11

REDEMPTION OF FUND SHARES                                       12

EXCHANGE BETWEEN NICHOLAS FAMILY OF FUNDS                       15

TRANSFER OF FUND SHARES                                         16

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAX STATUS                 16

DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN                     17

SYSTEMATIC WITHDRAWAL PLAN                                      18

INDIVIDUAL RETIREMENT ACCOUNTS                                  18

MASTER RETIREMENT PLAN                                          18

BROKERAGE                                                       18

PERFORMANCE DATA                                                20

CAPITAL STRUCTURE                                               21

STOCK CERTIFICATES                                              21

ANNUAL MEETING                                                  21

SHAREHOLDER REPORTS                                             22

CUSTODIAN AND TRANSFER AGENT                                    22

INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL                       22

FINANCIAL INFORMATION                                           22


                          INTRODUCTION

     Nicholas Fund, Inc. (the "Fund") was incorporated under the
laws of Maryland on July 10, 1968.  The Fund is an open-end,
diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act").
This type of investment company is commonly called a mutual fund.
As an open-end investment company, it obtains its assets by
continuously selling shares of its common stock, $.50 par value,
to the public.  Proceeds from such sales are invested by the Fund
in securities of other companies.  In this manner, the resources
of many investors are combined and each individual investor has
an interest in every one of the securities owned by the Fund.
The Fund provides each individual investor with diversification
by investing in the securities of many different companies in a
variety of industries and furnishes experienced management to
select and watch over its investments.  As an open-end investment
company, the Fund will redeem any of its outstanding shares on
demand of the owner at their net asset value next determined
following receipt of the redemption request.  The investment
adviser to the Fund is Nicholas Company, Inc. (the "Adviser").



                   INVESTMENT OBJECTIVES AND
                     INVESTMENT STRATEGIES


     The Fund has adopted primary investment objectives, which
are fundamental policies.  The section captioned "FUND
INVESTMENTS" in the Fund's Prospectus describes the principal
investment objectives and the investment policies applicable to
the Fund.  Please read the Prospectus in conjunction with this
Statement of Additional Information.  The Fund also has adopted
certain other investment strategies and policies which are not
fundamental and may be changed by the Board of Directors without
shareholder approval.  However, any changes will be made only
upon advance notice to shareholders.  Such changes may result in
the Fund having secondary investment and other policy objectives
different from the objectives which a shareholder considered
appropriate at the time of investment in the Fund.  Set forth
below is additional information on the other Fund investment
strategies and permissible investments which the Fund may use in
an effort to obtain its primary objectives.


 CERTAIN OTHER INVESTMENT STRATEGIES AND PORTFOLIO INVESTMENTS


     From time to time, the Fund may acquire the securities of
unseasoned companies (i.e., companies which have a record of less
than three years continuous operation) and securities issued in
private placements (i.e., securities not registered for purchase
by and sale to the public under the Securities Act of 1933, as
amended). These types of investments are made by the Fund when
the Adviser believes such investments offer the possibility of
capital appreciation.  The Fund may not invest more than 5% of
the Fund's total assets in the securities of unseasoned
companies.  In addition, the Fund may not invest more than 10% of
the Fund's total assets in bonds, debentures or other debt
securities distributed in private placements.


     From time to time, the Fund may acquire debt securities and
preferred stock that are convertible into or carry rights to
acquire common stock, and other debt securities, such as those
selling at substantial discounts.

     The Fund is not limited as to the maturities of the debt
securities in which it invests.


     These types of investments are made by the Fund when the
Adviser believes they offer the possibility of appreciation in
value.



      The Fund may temporarily invest in investment grade and non-
investment grade (junk bonds) fixed income securities as a
temporary defensive measure when conditions warrant.  "Investment
grade fixed income securities" are fixed income securities ranked
in one of the top four debt security rating categories of any of
the nationally recognized statistical rating organizations
(`NRSROs"), or unrated but deemed by the Adviser to be comparable
in quality to instruments so rated on the date of purchase.  The
Fund usually will not invest more than 5% of its total assets in
non-investment grade fixed income securities.  But, the Fund may
keep a security if its credit quality is downgraded to a non-
investment grade level after purchase.





     The Fund may enter into repurchase agreements, but only with
a member bank of the Federal Reserve System or a primary dealer
in U.S. Government securities.  Under such agreements, the Fund
buys U.S. Government securities from the bank or primary dealer
and simultaneously agrees to sell the securities back to the bank
or primary dealer at a mutually agreed upon time and price. The
Fund may not invest more than 20% of the its total net assets,
taken at market, in repurchase agreements.  And within that
limit, repurchase agreements maturing in more than seven days may
not constitute more than 10% of the Fund's total net assets,
taken at market.



     The Fund may make borrowings but only for temporary or
emergency purposes and then only in amounts not in excess of 5%
of the lower of cost or market value of its total net assets.





     All percentage limitations discussed in this section apply
on the date of investment by the Fund.  Thus, if an investment
satisfies a percentage restriction when it is made, no violation
of that restriction occurs due to changes afterwards in the
market value of the investment or the total assets of the Fund.



                    INVESTMENT RESTRICTIONS

     The Fund has adopted the following restrictions, which are
matters of fundamental policy and cannot be changed without the
approval of the holders of a majority of its outstanding shares
or, if it is less, 67% of the shares represented at a meeting of
shareholders at which 50% or more of the holders are represented
in person or by proxy:

          1.   The Fund will not purchase securities on margin,
          participate in a joint trading account, sell securities
          short, or act as an underwriter or distributor of
          securities other than its own capital stock.  The Fund
          will not lend money, except for:

          (a)  the purchase of a portion of an issue of publicly
          distributed debt securities;

                    (b)  the purchase of debt securities issued
               by the U.S. Treasury or by other federal agencies,
               instrumentalities or corporations with a
               simultaneous resale of such securities to the
               seller for later delivery (on an agreed upon later
               date or indefinitely), in an amount not to exceed
               20% of the total net assets, taken at market, of
               the Fund; provided, however, that repurchase
               agreements maturing in more than seven (7) days
               will not constitute more than 10% of the total net
               assets, taken at market; and

                    (c)  the purchase of a portion of bonds,
               debentures or other debt securities of types
               commonly distributed privately to financial
               institutions in an amount not to exceed 10% of the
               Fund's total net assets, taken at market.

          2.   The Fund will not purchase or sell real estate or
          interests in real estate, commodities or commodity
          futures.  The Fund may invest in the securities of real
          estate investment trusts, but not more than 10% in
          value of the Fund's total net assets will be so
          invested.

          3.   The Fund may make temporary bank borrowings (not
          in excess of 5% of the lower of cost or market value of
          the Fund's total assets) for emergency or extraordinary
          purposes.

          4.   The Fund will not pledge any of its assets.

          5.   Securities of other regulated investment companies
          will not be purchased, except on the open market where
          no commission or profits result, other than the
          broker's commission, or as a part of a plan of merger,
          consolidation or reorganization approved by
          shareholders of the Fund.  No more than 5% of the value
          of the Fund's total net assets will be invested in the
          securities of other regulated investment companies.

          6.   Investments will not be made for the purpose of
          exercising control or management of any company.  The
          Fund will not purchase securities of any issuer if, as
          a result of such purchase, the Fund would hold more
          than 10% of the voting securities of such issuer.

          7.   Not more than 5% of the Fund's total net assets,
          taken at market value, will be invested in the
          securities of any one issuer (excluding U.S. Government
          securities).

          8.   Not more than 25% of the Fund's total assets will
          be concentrated in companies of any one industry or
          group of related industries.

          9.   The Fund will not acquire or retain any security
          issued by a company, if an officer or director of such
          company is an officer or director of the Fund, or an
          officer or director or shareholder or other interested
          person of the Adviser.

          10.  The Fund will not issue senior securities.

INVESTMENT RESTRICTIONS WHICH MAY BE CHANGED WITHOUT SHAREHOLDER
APPROVAL

     The Fund's Board of Director's has adopted the following
investment restrictions which may be changed without shareholder
approval:

     -    No investments are permitted in any securities issued by a
          company if one or more directors or shareholders or other
          affiliated persons of its investment adviser beneficially own
          more than one-half of one percent (0.5%) of such company's stock
          or other securities, and all of the foregoing persons owning more
          than one-half of one percent (0.5%) together own more than 5% of
          such companies stock or security

     -    Not more than 5% of its total net assets may be invested in
          equity securities which are not readily marketable and in
          securities of companies which have a record of less than three
          years' continuous operation

     -    No investments are permitted in interests in oil, gas or
          other mineral exploration programs (but investments in securities
          of companies engaged  in oil, gas or other mineral activities are
          permitted)

     -    No investments are permitted in puts, calls, straddles,
          spreads or any combination thereof

     -    Not more than 1% of its total net assets may be invested in
          restricted securities

     -    No purchase of securities of any company are permitted if,
          as a result of such purchase, the Fund would hold more than 10%
          of the voting securities of such company

     -    No investments are permitted in warrants, valued at the
          lower of cost or market, which exceed 5% of the value of the
          Fund's net assets.  Included within that amount, but not to
          exceed 2% of the value of the Fund's net assets, may be warrants
          which are not listed on the New York or American Stock Exchange.
          Warrants acquired by the Fund in units or attached to securities
          may be deemed to be without value

     The Board will give advance notice to shareholders of any
change to these investment restrictions by filing with the SEC an
amended Statement of Additional Information.

     All percentage limitations discussed in these sections apply
on the date of investment by the Fund.  Thus, if an investment
satisfies a percentage restriction when it's made, no violation
of that restriction is created by changes afterwards in the
market value of the investment or the total assets of the Fund.

                        INVESTMENT RISKS



     THIS SECTION CONTAINS A SUMMARY DESCRIPTION OF THE RISKS OF
OTHER INVESTMENT STRATEGIES AND RELATED INVESTMENTS OF THE FUND
AS DISCUSSED IN THIS STATEMENT OF ADDITIONAL INFORMATION.  FOR A
DESCRIPTION OF THE PRINCIPAL RISKS OF INVESTING IN THE FUND,
PLEASE SEE THE "INVESTMENT RISKS" SECTION IN THE FUND'S
PROSPECTUS.  AS WITH ANY MUTUAL FUND, THERE CAN BE NO GUARANTEE
THAT THE FUND WILL MEET ITS GOALS OR THAT YOU WON'T LOSE MONEY ON
YOUR INVESTMENT.  THERE IS NO GUARANTEE THAT THE FUND'S
PERFORMANCE WILL BE POSITIVE OVER ANY PERIOD OF TIME.


     OTHER RISKS RELATED TO CERTAIN PORTFOLIO INVESTMENTS AND
STRATEGIES.  Although the Fund generally will invest in the
common stocks of small- and medium-sized companies, certain
investments the Fund may acquire and certain investment
techniques the Fund may use entail other risks:

     LIQUIDITY, INFORMATION AND VALUATION RISKS OF CERTAIN
PORTFOLIO INVESTMENTS

          Securities of unseasoned companies and securities
     issued in private placements, which may be acquired by the
     Fund from time to time, may be illiquid or volatile making
     it potentially difficult or impossible to sell them at the
     time and at the price the Fund would like.  In addition,
     important information about these types of companies,
     securities or the markets in which they trade, may be
     inaccurate or unavailable.  Consequently, it may be
     difficult to value accurately these securities as well.

     DEBT SECURITIES AND PREFERRED STOCK

          From time to time, the Fund may acquire debt securities
     and preferred stock that are convertible into or carry
     rights to acquire common stock, and other debt securities,
     such as those selling at substantial discounts.  Debt
     securities, such as bonds, involve credit risk, which is the
     risk that the borrower will not make timely payments of
     principal and interest.  Debt securities also are subject to
     interest rate risk, which is the risk that the value of the
     security may fall when interest rates rise.  In general, the
     market price of debt securities with longer maturities will
     go up or down more in response to changes in interest rates
     than shorter-term securities.  The Fund may invest in both
     short-term and long-term securities.  The Fund is not
     limited as to the maturities of the debt securities in which
     it invests.  The value of preferred stock and debt
     securities convertible into common stock generally will be
     affected by its stated dividend rate or interest rate, as
     applicable, and the value of the underlying common stock.
     As a result of the conversion feature, the dividend rate or
     interest rate on convertible preferred stock or convertible
     debt securities generally is less than would be the case if
     the security were not convertible.  Therefore, the value of
     convertible preferred stock and debt securities will be
     affected by the factors that affect both equity securities
     (such as stock market movements generally) and debt
     securities (such as interest rates).  Some convertible
     securities might require the Fund to sell the securities
     back to the issuer or a third party at a time that is
     disadvantageous to the Fund.

     FIXED INCOME SECURITIES

          The Fund's investments in investment grade and non-
     investment grade fixed income securities may carry some
     risk.  Investment grade fixed income securities described in
     the fourth category of the NRSROs possess speculative
     characteristics.  In addition, non-investment grade
     securities tend to reflect individual corporate developments
     to a greater extent, tend to be more sensitive to economic
     conditions and tend to have a weaker capacity to pay
     interest and repay principal than higher rated securities.
     Because the market for lower rated securities may be thinner
     and less active than for higher rated securities, there may
     be market price volatility for these securities and limited
     liquidity in the resale market.  Factors adversely impacting
     the market value of the Fund investments in fixed income
     securities may also adversely impact the Fund's net asset
     value.

     REPURCHASE AGREEMENTS

          While the underlying obligation of a repurchase
     agreement purchased by the Fund is a U.S. Government
     security, the obligation of the seller to repurchase the
     security is not guaranteed by the U.S. Government.  Delays
     or losses could result if the bank or primary dealer
     defaults on its repurchase obligation or becomes insolvent,
     which could adversely impact the Fund's net asset value.

     BORROWINGS

          The use of borrowings can increase the Fund's exposure
     to market risk.  If the Fund borrows money to make more
     investments than it otherwise could or to meet redemptions,
     the Fund's share price may be subject to greater fluctuation
     until the borrowing is paid off.

     In view of the risks inherent in all investments in
securities, there is no assurance that the Fund's objectives will
be achieved.


                 THE FUND'S INVESTMENT ADVISER

     Nicholas Company, Inc., located at 700 North Water Street,
Suite 1010, Milwaukee, Wisconsin 53202, is the Fund's investment
adviser.  The Adviser furnishes the Fund with continuous
investment service and is responsible for overall management of
the Fund's business affairs subject to supervision of the Fund's
Board of Directors.  The Adviser is the investment adviser to
five other mutual funds and to approximately 25 institutions and
individuals with substantial investment portfolios.  The five
other funds it advises are Nicholas Income Fund, Inc., Nicholas
II, Inc., Nicholas Limited Edition, Inc., Nicholas Money Market
Fund, Inc., and Nicholas Equity Income Fund, Inc., with primary
investment objectives and net assets set forth below.


[CAPTION]
<TABLE>
                                                            NET ASSETS AT
FUND                       PRINCIPAL INVESTMENT OBJECTIVE   MARCH 31, 2000
--------------------------------------------------------------------------
<S>                        <S>                               <S>
Nicholas II, Inc.                Capital Appreciation        $819,386,399

Nicholas Limited Edition, Inc.      Long-Term Growth          261,266,529

Nicholas Equity Income Fund, Inc.   Reasonable Income          18,287,804

Nicholas Income Fund, Inc.       High Current Income          165,852,076

Nicholas Money Market Fund, Inc.       Current Income          145,129,074

</TABLE>
                                ____________

     The annual fee paid to the Adviser is paid monthly and is
based on the average net asset value of the Fund, as determined
by valuations made at the close of each business day of the
month.  The annual fee is seventy-five one hundredths of one
percent (0.75 of 1%) of the average net asset value of the Fund
up to and including $50,000,000 and sixty-five one hundredths of
one percent (0.65 of 1%) of the average net asset value in excess
of $50,000,000.  For the fiscal year ended March 31, 2000, total
net assets of the Fund were $4,900,906,195.

     Under an Investment Advisory Agreement with the Fund, the
Adviser, at its own expense and without reimbursement from the
Fund, furnishes the Fund with office space, office facilities,
executive officers and executive expenses (such as health
insurance premiums for executive officers).  The Adviser also
pays all sales and promotional expenses of the Fund, other than
expenses incurred in complying with laws regulating the issue or
sale of securities.  The Fund pays for all of its operating
expenses, including, but not limited to, the costs of preparing
and printing its registration statements required under the
Securities Act and the 1940 Act, and any amendments thereto, the
expense of registering its shares with the Securities and
Exchange Commission and in the various states, the printing and
distribution costs of prospectuses mailed to existing
shareholders and to persons making unsolicited requests for
information, the cost of stock certificates, reports to
shareholders, interest charges, taxes and legal fees and
expenses.  Also included as operating expenses which are paid for
by the Fund are fees of directors who are not interested persons
of the Adviser or officers or employees of the Fund, salaries of
administrative and clerical personnel, association membership
dues, auditing, accounting and tax consulting services, fees and
expenses of any custodian or trustees having custody of Fund
assets, printing and mailing expenses, postage and charges and
expenses of dividend disbursing agents, registrars and stock
transfer agents, including the cost of keeping all necessary
shareholder records and accounts and handling any problems
related thereto, and certain other costs related to the
aforementioned items.

     During the fiscal years ended March 31, 2000, 1999 and 1998,
the Fund paid the Adviser an aggregate of $34,445,024,
$36,413,678, and $32,093,490, respectively, in fees.

     The Investment Advisory Agreement with the Adviser is not
assignable and may be terminated by either party, without
penalty, on 60 days' notice.  Otherwise, the Investment Advisory
Agreement continues in effect so long as it is approved annually
by (i) the Board of Directors or by a vote of a majority of the
outstanding shares of the Fund and (ii) in either case, by the
affirmative vote of a majority of directors who are not parties
to the Investment Advisory Agreement or "interested persons" of
the Adviser or of the Fund, as defined in the 1940 Act, cast in
person at a meeting called for the purpose of voting for such
approval.

     Albert O. Nicholas is President and a Director of the Fund,
is Chief Executive Officer and Chairman of the Board of the
Adviser, and is a controlling person of the Adviser through his
ownership of 91% of the outstanding voting securities of the
Adviser.  Thomas J. Saeger, Executive Vice-President and
Secretary of the Fund, is Executive Vice-President and Assistant
Secretary of the Adviser.  David L. Johnson is Executive
Vice-President of the Fund and Executive Vice-President of the
Adviser.  He is a brother-in-law of Albert O. Nicholas.  David O.
Nicholas is a Senior Vice-President of the Fund and President,
Chief Investment Officer and a Director of the Adviser.  Lynn S.
Nicholas is Senior Vice-President of the Fund and Senior Vice-
President of the Adviser.  David O. Nicholas and Lynn S. Nicholas
are the son and daughter, respectively, of Albert O. Nicholas.
Candace L. Lesak is Vice-President of the Fund, and is an
employee of the Adviser.  Jeffrey T. May is a Senior Vice-
President and Treasurer of the Fund and Senior Vice-President and
Treasurer of the Adviser.  David E. Leichtfuss, 100 East
Wisconsin Avenue, Milwaukee, Wisconsin is a Director and the
Secretary of the Adviser.  Mark J. Giese is a Vice-President of
the Fund and a Vice-President of the Adviser.  Mr. Leichtfuss is
a partner with the law firm of Michael, Best & Friedrich,
Milwaukee, Wisconsin.  Daniel J. Nicholas, 2618 Harlem Boulevard,
Rockford, Illinois is Director Emeritus of the Adviser.  Daniel
J. Nicholas, a brother of Albert O. Nicholas, is a private
investor.




         MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS
               AND PORTFOLIO MANAGERS OF THE FUND

     The overall operations of the Fund are conducted by the
officers of the Fund under the control and direction of its Board
of Directors.  The Board of Directors governs the Fund and is
responsible for protecting the interests of shareholders.  The
Board of Directors consists of individuals who meet periodically
throughout the year to oversee the Fund's activities and review
the Fund's performance.  The following table sets forth the
pertinent information about the Fund's officers and directors as
of July 30, 2000:
[CAPTION]
<TABLE>

  Name, Age and      Position Held       Principal Occupation
       Address         with Fund           During Past 5 Years
-------------------------------------------------------------------------
<S>                <S>                 <S>
* Albert O.        President,          Chief Executive Officer
Nicholas, 69       Director and        and Chairman of the
700 North          Co-Portfolio        Board, Nicholas Company,
Water Street       Manager             Inc., the Adviser to the
Milwaukee, WI                          Fund.  He has been
53202                                  Portfolio Manager (Co-
                                       Portfolio Manager, in the
                                       case of the Fund, since
                                       November, 1996) for, and
                                       primarily responsible
                                       for, the day-to-day
                                       management of the
                                       portfolios of the Fund,
                                       Nicholas Equity Income
                                       Fund, Inc. and Nicholas
                                       Income Fund, Inc. since
                                       the Adviser has served as
                                       investment adviser for
                                       such funds.  He is a
                                       Chartered Financial
                                       Analyst.

Melvin L.          Director            Director and Management
Schultz, 67                            Consultant, Professional
3636 North                             Management of Milwaukee,
124th Street                           Inc.  He is a Certified
Wauwatosa, WI                          Professional Business
53222                                  Consultant and provides
                                       financial advice to
                                       members of the medical
                                       and dental professions.

Richard            Director            Management Consultant, on
Seaman, 74                             an independent basis
5270 North                             primarily in the areas of
Maple Lane                             mergers, acquisitions and
Nashotah, WI                           strategic planning.
53058

Robert H.          Director            Professor of Business
Bock, 68                               Strategy and Ethics,
3132 Waucheeta                         University of Wisconsin
Trail                                  School of Business, since
Madison, WI                            1965.  From 1972 to 1984
53711                                  he was the Dean of the
                                       School of Business.

David L.           Executive           Executive Vice-President,
Johnson, 58        Vice-President      Nicholas Company, Inc.,
700 North                              the Adviser to the Fund,
Water Street                           since 1980.  He is a
Milwaukee, WI                          Chartered Financial
53202                                  Analyst.

Thomas J.          Executive           Executive Vice-President
Saeger, 56         Vice-President,     and Assistant Secretary,
700 North          Secretary           Nicholas Company, Inc.,
Water Street                           the Adviser to the Fund,
Milwaukee, WI                          since 1969.  He is a
53202                                  Certified Public
                                       Accountant.

Lynn S.            Senior Vice-        Senior Vice-President,
Nicholas, 44       President           Nicholas Company, Inc.,
700 North                              the Adviser to the Fund,
Water Street                           and employed by the
Milwaukee, WI                          Adviser since 1983.  She
53202                                  is a Chartered Financial
                                       Analyst.

David O.           Senior              President, Chief
Nicholas, 39       Vice-President,     Investment Officer and
700 North          Co-Portfolio        Director, Nicholas
Water Street       Manager             Company, Inc., the
Milwaukee, WI                          Adviser to the Fund and
53202                                  employed by the Adviser
                                       since 1985.  He has been
                                       Portfolio Manager for,
                                       and primarily responsible
                                       for, the day-to-day
                                       management of the
                                       portfolios of Nicholas
                                       II, Inc. and Nicholas
                                       Limited Edition, Inc.
                                       since March, 1993, and Co-
                                       Portfolio Manager of the
                                       Fund since November,
                                       1996.  He is a Chartered
                                       Financial Analyst.

Jeffrey T.         Senior Vice-        Senior Vice-President and
May, 44            President,          Treasurer of Nicholas
700 North          Treasurer           Company, Inc., the
Water Street                           Adviser to the Fund and
Milwaukee, WI                          employed by the Adviser
53202                                  since 1987.  He is a
                                       Certified Public
                                       Accountant.

Candace L.         Vice-President      Employee of Nicholas
Lesak, 42                              Company, Inc., the
700 North                              Adviser to the Fund,
Water Street                           since 1983.  She is a
Milwaukee, WI                          Certified Financial
53202                                  Planner.



Mark J. Giese,     Vice-President      Vice-President of
29                                     Nicholas Company, Inc.,
700 North                              the Adviser to the Fund,
Water Street                           and an employee of the
Milwaukee, WI                          Adviser since 1994.  He
53202                                  is a Certified Public
                                       Accountant and a
                                       Chartered Financial
                                       Analyst.
</TABLE>

*    Albert O. Nicholas is the only director of the Fund who is
     an "interested person" in the Adviser, as that term is
     defined in the 1940 Act.  Mr. Nicholas is Chief Executive
     Officer and a director of the Adviser and owns 91% of the
     outstanding voting securities of the Adviser.

     See "The Fund's Investment Adviser" for a description of the
relationships of the officers of the Fund to the Adviser and the
family relationships between directors of the Adviser and
officers and directors of the Fund.

     The Investment Advisory Agreement between the Fund and
Nicholas Company, Inc. states that the Fund shall pay the
directors' fees of directors who are not interested persons of
Nicholas Fund, Inc.  The amount of such fees is subject to
increase or decrease at any time.



     The table below sets forth the aggregate compensation
received by all directors of the Fund during the fiscal year
ended March 31, 2000.  No officers of the Fund receive any
compensation from the Fund, but rather, are compensated by the
Adviser in accordance with its Investment Advisory Agreement with
the Fund.

[CAPTION]
<TABLE>
                       Aggregate        Pension or Retirement     Estimated          Total Compensation
                       Compensation     Benefits Accrued As       Annual Benefits    From Fund and Fund
Name and Position      From the Fund    Part of Fund Expenses     Upon Retirement    Complex Paid to
Directors(1)
<S>                    <S>              <S>                       <S>                <S>
Albert O. Nicholas (2)    $0                    $0                      $0                   $0
Melvin L. Schultz (2)     $5,000                $0                      $0              $21,200
Richard Seaman (2)        $5,000                $0                      $0              $11,200
Robert H. Bock (2)        $5,186                $0                      $0              $11,386
____________
</TABLE>



(1)  During the fiscal year ended March 31, 2000, the Fund and
     other funds in the Nicholas Fund Complex (i.e., those funds
     which also have Nicholas Company, Inc. as their investment
     adviser, namely Nicholas Equity Income Fund, Inc., Nicholas
     II, Inc., Nicholas Limited Edition, Inc., Nicholas Income
     Fund, Inc. and Nicholas Money Market Fund, Inc.) compensated
     those directors who are not "interested persons" of the
     Adviser in the form of an annual retainer per director per
     fund and meeting attendance fees.  During the fiscal year
     ended March 31, 2000, the Fund compensated the disinterested
     directors at a rate of $500 per director per meeting
     attended and an annual retainer of $3,000 per director.
     Except for reimbursement of out-of-pocket expenses, the
     disinterested directors did not receive any other form or
     amount of compensation from the Fund Complex during the
     fiscal year ended March 31, 2000.  All other directors and
     officers of the Fund were compensated by the Adviser in
     accordance with its Investment Advisory Agreement.

(2)  Messrs. Albert O. Nicholas and Melvin L. Schultz are also
     members of the Board of Directors of Nicholas Equity Income
     Fund, Inc., Nicholas II, Inc., Nicholas Limited Edition,
     Inc., Nicholas Income Fund, Inc. and Nicholas Money Market
     Fund, Inc. Messrs. Richard Seaman and Robert H. Bock are
     also members of the Board of Directors of Nicholas Equity
     Income Fund, Inc. and Nicholas II, Inc.


     The Fund and the Adviser adhere to Codes of Ethics ("Codes")
established and adopted by their Boards of Directors pursuant to
Rule 17j-1 under the Investment Company Act of 1940, as amended.
The Codes govern the personal trading activities of all "Access
Persons" of the Fund and the Adviser. Access Persons include every
director and officer of the Adviser and the investment companies
managed by the Adviser, including the Fund, as well as certain
employees of the Adviser and Fund who, in connection with their
regular functions and duties, make, participate in, or obtain
information regarding the purchase or sale of a security by the
Adviser or the Fund, or whose functions relate to the making of a
recommendation with respect to such purchases or sales.  The Codes
are based on the principal that such Access Persons have a fiduciary
duty to place the interests of the Fund and the Adviser's clients
above their own.

     The Codes provide for trading "black out" periods of fifteen
calendar days during which time Access Persons may not trade in
securities which have been purchased or sold, or are being
considered for purchase or sale, by the Fund or any other registered
investment company or account to which the Adviser serves as
investment adviser, unless the transaction is pre-approved by the
Fund or the Adviser, as applicable.  In addition, the Codes ban
Access Persons from engaging in any manipulative or deceptive practices
in connection with certain securities held or to be acquired by
the Fund.  The Codes also require that Access Persons obtain
pre-approval prior to investing in any initial public offering or
private placement.


                     PRINCIPAL SHAREHOLDERS

     All directors and executive officers of the Fund, as a group
(11 persons), beneficially own less than 1% of the outstanding
shares of the Fund.


                     PRICING OF FUND SHARES

     When you buy shares of the Fund, the price per share you pay
is the net asset value ("NAV") of the Fund.  The NAV  of the Fund
is determined by dividing the total value in U.S. dollars of the
Fund's total net assets by the total number of shares outstanding
at that time.  Net assets of the Fund are determined by deducting
the liabilities of the Fund from the total assets of the Fund.
The NAV is determined as of the close of

trading on the New York Stock Exchange ("NYSE") on each day the
NYSE is open for unrestricted trading.  The NYSE is open for
trading Monday through Friday except New Year's Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Martin Luther King Day, Thanksgiving Day and Christmas Day.
Additionally, if any of the aforementioned holidays falls on a
Saturday, the NYSE will not be open for trading on the preceding
Friday, and when any such holiday falls on a Sunday, the NYSE
will not be open for trading on the succeeding Monday, unless
unusual business conditions exist (such as the ending of a
monthly or yearly accounting period).

     Equity securities traded on a stock exchange will ordinarily
be valued on the basis of the last sale price on the date of
valuation, or in the absence of any sale on that day, the closing
bid price.  Most debt securities, excluding short-term
investments, are valued at the current evaluated bid price.
Securities for which there are no readily available market
quotations and other assets and liabilities of the Fund will be
valued at their then current fair value using methods determined
in good faith by the Board of Directors.


                    PURCHASE OF FUND SHARES

     MINIMUM INVESTMENTS.  The minimum initial purchase is $500
and the minimum for any subsequent purchase is $100, except in
the case of reinvestment of dividends and distributions.  The
Automatic Investment Plan has a minimum monthly investment of
$50.  Due to the fixed expenses incurred by the Fund in
maintaining individual accounts, the Fund reserves the right to
redeem accounts that fall below the $500 minimum due to
shareholder redemption (but not solely due to a decrease in NAV
of the Fund).  In order to exercise this right, the Fund will
give 30 days advance written notice to the owners of accounts
below such minimum.  The minimum initial purchase for an account
registered as a Uniform Gift to Minors (UGMA) or a Uniform
Transfer to Minors (UTMA) is $250.

     APPLICATION INFORMATION.  Applications for the purchase of
shares are made to Nicholas Fund, Inc., c/o Firstar Mutual Fund
Services, LLC ("Firstar"), P.O. Box 2944, Milwaukee, Wisconsin
53201-2944.  The Fund also has available an Automatic Investment
Plan for shareholders.  You should contact the Fund for
additional information.

     When you make a purchase, your purchase price per share will
be the NAV next determined after the time the Fund receives the
application in proper order.  The determination of NAV for a
particular day is applicable to all purchase applications
received in proper order by the close of trading on the NYSE on
that day (usually 4:00 p.m. New York time).

     -    Applications to purchase Fund shares received in proper
       order on a day the NYSE is open for trading, prior to the close
       of trading on that day, will be based on the NAV as of the close
       of trading on that day.
     -    Applications to purchase Fund shares received in proper
       order after the close of trading on the NYSE will be based on the
       NAV as determined as of the close of trading on the next day the
       NYSE is open.

Purchase of shares will be made in full and fractional shares
computed to three decimal places.

       You should be aware that deposit in the U.S. mail or with
other independent delivery services, or receipt at Firstar's Post
Office Box, of purchase applications does not constitute receipt
by Firstar or the Fund.  Do not mail letters by overnight courier
to the Post Office Box address.  Overnight courier delivery
should be sent to Firstar Mutual Fund Services, LLC, Third Floor,
615 East Michigan Street, Milwaukee, Wisconsin 53202.

     Your application to purchase Fund shares must be in proper
order to be accepted, may only be accepted by the Fund or an
Authorized Agent of the Fund and is not binding until accepted.
Applications must be accompanied by payment in U.S. funds.  Your
check should be drawn on a U.S. bank, savings and loan or credit
union.  Checks are accepted subject to collection at full face
value in U.S. funds.  The transfer agent will charge a $20 fee
against your account, in addition to any loss sustained by the
Fund, if any payment check is returned to the transfer agent for
insufficient funds.  The Fund will not accept applications under
circumstances or in amounts considered disadvantageous to
shareholders.  If you open an account (including custodial
accounts) without a proper social security number or tax
identification number, it may be liquidated.  Proceeds will be
distributed on the first business day following the 60th day of
investment, net of the back-up withholding tax amount.

     WIRE PAYMENTS.  You also may purchase Fund shares via the
Federal Reserve wire system.  If a wire purchase is to be an
initial purchase, please call Firstar (414-276-0535 or 800-544-
6547) with the appropriate account information prior to sending
the wire.  Firstar will provide you with a confirmation number
for any wire purchase which will ensure the prompt and accurate
handling of funds.  To purchase shares of the Fund by federal
wire transfer, instruct your bank to use the following
instructions:

Wire To:          Firstar Bank, N.A.
                  ABA 075000022
Credit:           Firstar Mutual Fund Services, LLC
                  Account 112-952-137
Further Credit:   Nicholas Fund, Inc.
                  (shareholder account number)
                  (shareholder registration)

     The Fund and its transfer agent are not responsible for the
consequences of delays resulting from the banking or Federal
Reserve wire system, or from incomplete wiring instructions.

     CERTIFICATES.  The Fund won't issue certificates
representing Fund shares purchased unless the shareholder
specifically requests certificates in writing.  Signature
guarantees may be required.  Certificates are mailed to
requesting shareholders approximately two weeks after receipt of
the request by the Fund.  The Fund won't issue certificates for
fractional shares even if requested.  Where certificates are not
requested, the Fund's transfer agent, Firstar, will credit the
shareholder's account with the number of shares purchased.
Written confirmations are issued for all purchases of Fund
shares.

     THIRD PARTY PURCHASES - USE OF A PROCESSING INTERMEDIARY TO
PURCHASE FUNDS SHARES.  You can purchase shares of the Fund
through certain broker-dealers, financial institutions or other
service providers ("Processing Intermediaries").  If you do, the
Processing Intermediary, rather than you, may be the shareholder
of record.  Certain service providers may receive compensation
from the Fund for providing transfer agent-related services
relating to the accounts held in street name.  Processing
Intermediaries may use procedures and impose restrictions in
addition to or different from those applicable to shareholders
who invest in the Fund directly.  You should read the program
materials provided by the Processing Intermediary in conjunction
with this Statement of Additional Information before you invest
in the Fund this way.

     Processing Intermediaries may charge fees or other charges
for the services they provide to their customers.  Such charges
may vary among Processing Intermediaries, but in all cases will
be retained by the Processing Intermediary and not remitted to
the Fund or the Adviser.

     The Fund may also enter into an arrangement with some
Processing Intermediaries which authorizes them to process
purchase orders on behalf of the Fund on an expedited basis (an
"Authorized Agent").  Receipt of a purchase order by an
Authorized Agent will be deemed to be received by the Fund for
purposes of determining the NAV of the Fund shares to be
purchased.  If you place a purchase order through an Authorized
Agent, you will pay the Fund's NAV next computed after the
receipt by the Authorized Agent of such purchase order, plus any
applicable transaction charge imposed by the Authorized Agent.

     Of course, you do not have to use the services of a
Processing Intermediary, or pay the fees that may be charged for
such services.  You can invest directly with the Fund without a
sales charge.


                   REDEMPTION OF FUND SHARES

     REDEMPTION PRICE.  You may redeem all or part of your Fund
shares by any of the following methods.  All redemptions will be
processed immediately upon receipt and written confirmations will
be issued for all redemptions of Fund shares.  The redemption
price will be the Fund's NAV next computed after the time of
receipt by Firstar (or by an Authorized Agent of the Fund) of the
certificate(s), or written request in the proper order as
described below, or pursuant to proper telephone instructions as
described below.

  -    Requests for redemption of Fund shares received in proper
     order on a day the NYSE is open for trading, prior to the close
     of trading on that day, will be based on the NAV as of the close
     of trading on that day.
  -    Requests for redemption of Fund shares received in proper
     order after the close of trading on the NYSE will be based on the
     NAV as determined as of the close of trading on the next day the
     NYSE is open.

      THE FUND WILL RETURN AND NOT PROCESS REDEMPTION REQUESTS
THAT CONTAIN RESTRICTIONS AS TO THE TIME OR DATE REDEMPTIONS ARE
TO BE EFFECTED.

     If any of the shares you want redeemed were purchased
recently by personal or certified check, the Fund reserves the
right to hold payment up to 15 days or until notified that
investments made by check have been collected, at which time your
redemption request will be processed and payment made.

     WRITTEN REDEMPTIONS.  If you redeem in writing, you must
ensure that the redemption request is signed by each shareholder,
in the exact manner as the Fund account is registered and
includes the redemption amount and the shareholder account
number.

  -    If you have certificates for your shares, you may redeem by
     delivering to the Fund, c/o Firstar Mutual Fund Services, LLC,
     P.O. Box 2944, Milwaukee, Wisconsin 53201-2944, the
     certificate(s) for the full shares.  The certificate(s) must be
     properly endorsed or accompanied by an instrument of transfer, in
     either case, with signatures guaranteed by an eligible "guarantor
     institution," which is a bank, a savings and loan association, a
     credit union or by a member firm of a national securities
     exchange.  A notary public is not an acceptable guarantor.
  -    If you don't have certificates for your shares, you may
     redeem by delivering an original signed written request for
     redemption addressed to Nicholas Fund, Inc., c/o Firstar Mutual
     Fund Services LLC, P.O. Box 2944, Milwaukee, Wisconsin 53201-
     2944.  If the account registration is individual, joint tenants,
     sole proprietorship, custodial (Uniform Transfers to Minors Act),
     or general partners, the written request must be signed exactly
     as the account is registered.  If the account is owned jointly,
     all owners must sign.

     YOU MAY NOT FAX YOUR REDEMPTION REQUEST.

     The Fund may require additional supporting documents for
written redemptions made by corporations, executors,
administrators, trustees and guardians.  If the account is
registered in the name of a corporation or association, the
written request must be accompanied by a corporate resolution
signed by the authorized person(s).  A redemption request for
accounts registered in the name of a legal trust must be
accompanied by the trust agreement and signed by the trustee(s).
If the trustee's (s') name is not registered on the account, a
copy of the trust document certified within the last 60 days is
required.

     IF YOU ARE UNCERTAIN ABOUT WHAT DOCUMENTS OR INSTRUCTIONS
ARE NECESSARY IN ORDER TO REDEEM SHARES IN WRITING, PLEASE WRITE
OR CALL FIRSTAR  (414-276-0535 OR 800-544-6547), PRIOR TO
SUBMITTING A WRITTEN REDEMPTION REQUEST.  A WRITTEN REDEMPTION
REQUEST WILL NOT BECOME EFFECTIVE UNTIL ALL DOCUMENTS HAVE BEEN
RECEIVED IN PROPER ORDER BY FIRSTAR.

     If you have an individual retirement account ("IRA") or
other retirement plan, you must indicate on your written
redemption requests whether or not to withhold federal income
tax.  Redemption requests lacking an election not to have federal
income tax withheld will be subject to withholding.  Please
consult your current IRA Disclosure Statement for any applicable
fees.

     You should be aware that deposit in the mail or with other
independent delivery services or receipt at Firstar's Post Office
Box of redemption requests does not constitute receipt by Firstar
or the Fund.  Do not mail letters by overnight courier to the
Post Office Box address.  Overnight courier delivery should be
sent to Firstar Mutual Fund Services, LLC, Third Floor, 615 East
Michigan Street, Milwaukee, Wisconsin 53202.

     TELEPHONE REDEMPTIONS.  You can redeem your shares by
telephone unless you declined this option in writing.  Telephone
redemptions can only be made by calling Firstar (800-544-6547 or
414-276-0535).  In addition to account registration information,
you will be required to provide the account number and social
security number.  Telephone calls will be recorded.

     Telephone redemption requests must be received prior to the
closing of the NYSE (usually 4:00 p.m., New York time) to receive
that day's NAV.  During periods of substantial economic or market
changes, you may have difficulty making a redemption by
telephone.  If you are unable to contact Firstar by telephone,
you may redeem your shares by delivering the redemption request
in person or by mail.  The maximum telephone redemption is
$50,000 per account/per business day.  The maximum telephone
redemption for related accounts is $100,000 per business day.
The minimum telephone redemption is $500 except when redeeming an
account in full.

     The Fund reserves the right to refuse a telephone redemption
if it believes it is advisable to do so.  Procedures for
redeeming Fund shares by telephone may be modified or terminated
at any time by the Fund or Firstar.  Neither the Fund nor Firstar
will be liable for following instructions communicated by
telephone which they reasonably believe to be genuine.  The Fund
and Firstar will employ reasonable procedures to confirm that
instructions received by telephone are genuine, and if they do
not, they may be liable for losses due to unauthorized or
fraudulent instructions.

     EFFECT OF REDEMPTION.  For federal income tax purposes, a
redemption generally is treated as sale of the shares being
redeemed.  You may recognize capital gain or loss equal to the
difference between the redemption price and your cost basis for
the shares being redeemed.  See "Dividends, Distributions and
Federal Tax Status" for further tax information.

     The Fund ordinarily pays for redeemed shares within seven
days after receipt of a request in proper order, except as
provided by the rules of the Securities and Exchange Commission.
Redemption proceeds to be wired also ordinarily will be wired
within seven days after receipt of the request, and normally will
be wired on the next business day after a NAV is determined.  The
Fund reserves the right to hold payment up to 15 days or until
notified that investments made by check have been collected.

     You may instruct Firstar to mail the proceeds to the address
of record or to directly mail the proceeds to a pre-authorized
bank account.  The proceeds may also be wired to a pre-authorized
account at a commercial bank in the United States.  Firstar
charges a wire redemption fee of $12.00.  Please contact the Fund
for the appropriate form if you are interested in setting your
account up with wiring instructions.

     The right of redemption may be suspended and the date of
payment postponed for more than seven days for any period during
which the New York Stock Exchange is closed other than the
customary weekend and holiday closings, and may be suspended for
any period during which trading on the Exchange is restricted as
determined by the Securities and Exchange Commission, or the
Commission has by order permitted such suspension, or the
Commission has determined that an emergency exists as a result of
which it is not reasonably practicable for the Fund to dispose of
its securities or to determine fairly the value of its net
assets.

     SIGNATURE GUARANTEES: A signature guarantee of each owner is
required to redeem shares in the following situations, for all
size transactions:

-    if you change the ownership on your account
-    upon redemption of shares when certificates have been issued
     for your account
-    when you want the redemption proceeds sent to a different
     address than is registered on the account
-    if the proceeds are to be made payable to someone other than
     the account owner(s)
-    any redemption proceeds transmitted by federal wire transfer
     to your bank not previously set up with the Fund
-    if a change of address request has been received by the Fund
     or Firstar within the last 15 days

     In addition, you must have your signature guaranteed if you
request redemption of $100,000 or more from your account.  Your
redemption will not be processed until the signature guarantee is
received in proper order.  A notary public is not an acceptable
guarantor.

     THIRD PARTY REDEMPTIONS - USE OF A PROCESSING INTERMEDIARY
TO REDEEM FUND SHARES.  As with the purchase of Fund shares, you
may redeem shares of the Fund through certain broker-dealers,
financial institutions and other service providers ("Processing
Intermediaries").  Certain service providers may receive
compensation from the Fund for providing transfer agent-related
services relating to the accounts held in street name.  You
should read the program materials provided by the Processing
Intermediary before you redeem your shares of the Fund this way.
Then follow those instructions and procedures.

     Processing Intermediaries may charge fees or other charges
for the services they provide to their customers.  Such charges
vary among Processing Intermediaries, but in all cases will be
retained by the Processing Intermediary and not remitted to the
Fund or the Adviser.

     The Fund also may enter into an arrangement with some
Processing Intermediaries authorizing them to process redemption
requests on behalf of the Fund on an expedited basis (an
"Authorized Agent").  Receipt of a redemption request by an
Authorized Agent will be deemed to be received by the Fund for
purposes of determining the NAV of Fund shares to be redeemed.
For redemption orders placed through an Authorized Agent, you
will receive redemption proceeds which reflect the NAV next
computed after the receipt by the Authorized Agent of the
redemption order, less any redemption fees imposed by the
Authorized Agent.

     Of course, you do not have to use the services of a
Processing Intermediary, or pay the fees that may be charged for
such services, unless you hold Fund shares through a Processing
Intermediary.  Then you must redeem your shares through such
Processing Intermediary.  In such event, you should contact the
Processing Intermediary for instructions on how to redeem.
Otherwise if you originally invested directly with the Fund, you
can redeem Fund shares directly through the Fund without a
redemption charge.


           EXCHANGE BETWEEN NICHOLAS FAMILY OF FUNDS

     Shares of the Fund may be exchanged for shares of other
mutual funds for which the Nicholas Company, Inc. serves as the
investment adviser.  Nicholas Company, Inc. is also the
investment adviser to the following funds which have investment
objectives and net assets as noted below:

[CAPTION]
<TABLE>

                                                           NET ASSETS AT
     FUND                  INVESTMENT OBJECTIVE            MARCH 31, 2000
<S>                        <S>                             <S>
Nicholas II, Inc.          Capital appreciation            $819,386,399

Nicholas Limited           Long-term growth                 261,266,529
Edition, Inc. (1)

Nicholas Equity Income     Reasonable income; Moderate
Fund, Inc.                 long-term growth as a
                           secondary Consideration           18,287,804

Nicholas Income            High current income consistent
Fund, Inc.                 with the preservation and
                           conservation of capital value    165,852,076

Nicholas Money             High level of current income
Market Fund, Inc.          as is consistent with preserving
                           capital and liquidity            145,129,074

</TABLE>
                                ____________

     (1)  You should be aware that Nicholas Limited Edition, Inc.
     is restricted in size to ten million shares (without taking
     into account shares outstanding as a result of capital gain
     and dividend distributions).  The exchange privilege into
     that mutual fund may be terminated or modified at any time or
     times when that maximum is reached.

     If you choose to exercise the exchange privilege, your
shares will be exchanged at their next determined NAV.  If you
exercise an exchange into the Nicholas Money Market Fund, Inc. on
a day when the NYSE is open for trading but the Federal Reserve
Banks are closed, your shares of the Fund will be redeemed on the
day upon which the exchange request is received; however,
issuance of your Nicholas Money Market Fund, Inc. shares will be
delayed one business day.  In such a case, the exchanged amount
would not be invested for this one-day period.

     If you are interested in exercising the exchange privilege,
you must obtain the appropriate prospectus from Nicholas Company,
Inc.

     An exchange constitutes a sale for federal tax purposes and
you may realize capital gain or loss upon the exchange depending
upon whether the NAV at the time is more or less than your cost
basis.  An exchange between the funds involving master retirement
plans and IRA accounts generally is not a taxable transaction for
federal tax purposes.  See "Dividends, Distributions and Federal
Tax Status" for further tax information.

     This exchange privilege is available only in states where
shares of the fund being acquired may legally be sold, and this
privilege may be terminated or modified only upon 60 days'advance
notice to shareholders.
     Exchange of shares can be accomplished in the following
ways:

     Exchange by Mail.  An exchange of shares of the Fund for
shares of other available Nicholas mutual funds will be made
without cost to you through written request.  If you are
interested in exercising the exchange by mail privilege you may
obtain the appropriate prospectus from Nicholas Company, Inc.
Signatures required are the same as previously explained under
"Redemption of Fund Shares."

     Exchange by Telephone.  You also may exchange by telephone
among all Nicholas mutual funds.  Only exchanges of $500 or more
will be executed using the telephone privilege.  Firstar charges
a $5.00 fee for each telephone exchange.  In an effort to avoid
the risks often associated with large market timers, the maximum
telephone exchange per account per day is set at $100,000 with a
maximum of $1,000,000 per day per related accounts.  You will be
allowed four telephone exchanges per account during any twelve-
month period.

     Procedures for exchanging Fund shares by telephone may be
modified or terminated at any time by the Fund or Firstar.
Neither the Fund nor Firstar will be responsible for the
authenticity of exchange instructions received by telephone.
Telephone exchanges can only be made by calling Firstar (414-276-
0535 or 800-544-6547).  You will be required to provide pertinent
information regarding your account.  Calls will be recorded.


                    TRANSFER OF FUND SHARES

     You may transfer shares of the Fund in instances such as the
death of a shareholder, change of account registration, change of
account ownership and in cases where shares of the Fund are
transferred as a gift.  You can obtain documents and instructions
necessary to transfer Fund shares by writing or calling Firstar
(414-276-0535 or 800-544-6547) or Nicholas Company, Inc.
(414-272-6133 or 800-227-5987) prior to submitting any transfer
requests.




        DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAX STATUS

     The Fund intends to qualify annually as a "regulated
investment company" under the Internal Revenue Code of 1986 (the
"Code") and intends to take all other action required to insure
that little or no federal income or excise taxes will be payable
by the Fund.  As a result, the Fund generally will seek to
distribute to its shareholders substantially all of its net
investment income and net realized capital gain in one or more
distributions for each fiscal year.

     The Code generally imposes a 4% nondeductible excise tax on
a regulated investment company, such as the Fund, if it does not
distribute to its shareholders during the calendar year an amount
equal to 98% of the Fund's investment company income, with
certain adjustments, for such calendar year, plus 98% of the
Fund's capital gains (if any) for the one-year period ending on
October 31 of such calendar year.  In addition, an amount equal
to any undistributed net investment taxable income or capital
gain from the previous calendar year must also be distributed to
avoid the excise tax.  The excise tax is imposed on the amount by
which the Fund does not meet the foregoing distribution
requirements.  The Fund intends to make distributions necessary
to avoid imposition of the excise tax.

     For federal income tax purposes, distributions by the Fund,
whether received in cash or invested in additional shares of the
Fund, will be taxable to the Fund's shareholders, except those
shareholders that are not subject to tax on their income.  The
maximum tax rate on long-term capital gains for sales of
securities held greater than twelve months is 20%.  Income
distributed from the Fund's net investment income and net
realized short-term capital gains are taxable to shareholders as
ordinary income, whether distributed as cash or additional
shares.  Distributions generally will be made in June and
December of each year.  The Fund will provide information to
shareholders concerning the character and federal tax treatment
of all dividends and distributions.

     Dividends paid by the Fund to individual shareholders who do
not qualify for any dividends received exclusion; however,
corporate shareholders will be eligible for a dividends received
deduction, subject to a reduction for various reasons, including
the fact that the total dividends received from domestic
corporations in any one year are less than 100% of the Fund's
gross income.

     At the time of purchase of Fund shares, the Fund may have
undistributed income or capital gains included in the computation
of the NAV.  Therefore, a dividend or capital gain distribution
received shortly after such purchase by a shareholder may be
taxable to the shareholder, although it is, in whole or in part,
a return of capital and may have the effect of reducing the NAV.

     Under the Code, dividends declared by the Fund to
shareholders of record in December of any year will be deemed to
have been received by (and will be taxable to) shareholders as of
the record date, provided the dividend is actually paid by the
Fund before February 1 of the following year.

     Under federal law, some shareholders may be subject to a 31%
"back-up withholding" on reportable dividends, capital gain
distributions (if any) and redemption payments.  Generally,
shareholders subject to back-up withholding will be those (i) for
whom a taxpayer identification number is not on file with the
Fund or who, to the Fund's knowledge, have furnished an incorrect
number; or (ii) who have failed to declare or underreported
certain income on their federal returns.  When establishing an
account, you must certify under penalties of perjury that the
taxpayer identification number you give to the Fund is correct
and that you are not subject to back-up withholding.

     The foregoing tax discussion relates to federal income taxes
only and is not intended to be a complete discussion of all
federal tax consequences.  You should consult with a tax adviser
concerning the federal, state and local tax aspects of an
investment in the fund.


          DIVIDEND AND DISTRIBUTION REINVESTMENT PLAN

     Unless you elect to accept cash in lieu of shares, all
dividends and capital gains distributions are automatically
reinvested in additional shares of the Fund through the Dividend
and Distribution Reinvestment Plan (the "Reinvestment Plan").
You may elect to accept cash on the application to purchase
shares of the Fund, by telephone, or by separate written
notification.  All reinvestments are at the NAV per share in
effect on the dividend or distribution date and are credited to
the shareholder's account in full shares and fractional shares.
Firstar will notify you of the number of shares purchased and the
price following each reinvestment period.  As in the case of
normal purchases, stock certificates are not issued unless
requested.  In no instance will a certificate be issued for a
fraction of a share.

     You may withdraw from or thereafter elect to participate in
the Reinvestment Plan at any time by giving written or telephonic
notice to Firstar.  Firstar must receive an election prior to the
dividend record date of any particular distribution for the
election to be effective for that distribution.  If an election
to withdraw from or participate in the Reinvestment Plan is
received between a dividend record date and payment date, it
shall become effective on the day following the payment date.
The Fund may modify or terminate the Reinvestment Plan at any
time upon 30 days written notice to participants.




                   SYSTEMATIC WITHDRAWAL PLAN

     If you own $10,000 or more of Fund shares at the current
market value, you may open a Systematic Withdrawal Plan (the
"Plan") and receive monthly, quarterly, semiannual or annual
checks for any designated amount.  Firstar reinvests all income
and capital gain dividends in shares of the Fund.  You may add
shares to, withdraw shares from, or terminate the plan, at any
time.  Each withdrawal may be a taxable event to you.
Liquidation of the shares in excess of distributions may deplete
or possibly use up the initial investment, particularly in the
event of a market decline, and withdrawals cannot be considered a
yield or income on the investment.  In addition to termination of
the Plan by the Fund or shareholders, Firstar may terminate the
Plan upon written notice mailed to the shareholders.  Please
contact Nicholas Company, Inc. for copies of the Plan documents.


                 INDIVIDUAL RETIREMENT ACCOUNTS

     Individuals who receive compensation, including earnings
from self-employment may be able to establish a traditional IRA,
a Roth IRA and/or an Education IRA.  The Fund offers prototype
IRA plans for adoption by individuals who qualify.  A description
of applicable service fees and application forms are available
upon request from the Fund.  The IRA documents also contain a
Disclosure Statement which the IRS requires to be furnished to
individuals who are considering adopting an IRA.  It is important
that you obtain up-to-date information from the Fund before
opening an IRA.

     Qualifying individuals who have a traditional IRA may make
deductible contributions to it.  Taxation of the income and gains
paid to a traditional IRA by the Fund is deferred until
distribution from the IRA.

     Qualifying individuals who maintain a Roth IRA may make
non-deductible contributions to it.  However, the amounts
within the Roth IRA accumulate tax free and qualified
distributions will not be included in a shareholder's taxable
income.  The contribution limit is $2,000 annually ($4,000 for
joint returns), in aggregate with contributions to traditional
IRAs.  Certain income phase-outs apply.

     Like the Roth IRA, qualifying individuals may make non-
deductible contributions to an Education IRA, with the investment
earnings accumulating tax free.   Distributions used for higher
education expenses are not taxable.  Contribution limits are $500
per account and certain income phase-outs apply.

     As long as the aggregate IRA contributions meet the Fund's
minimum investment requirement of $500, the Fund will accept any
allocation of such contribution between spousal, deductible and
nondeductible accounts.  The acceptability of this calculation is
the sole responsibility of the shareholder.  For this reason, it
is advisable for you to consult with your personal tax adviser to
determine the deductibility of IRA contributions.

     Because a retirement program involves commitments covering
future years, it is important that the investment objectives of
the Fund be consistent with the participant's retirement
objectives.  Premature withdrawals from an IRA may result in
adverse tax consequences.  Consultation with a tax adviser
regarding the tax consequences is recommended.


                     MASTER RETIREMENT PLAN

     The Fund has available a master retirement plan for
self-employed individuals. You may contact the Fund for any
additional information or if you wish to participate in the plan.
Consultation with a tax adviser regarding the tax consequences of
the plan is recommended.


                           BROKERAGE

     The Adviser decides which securities to buy for the Fund and
when to sell them.  It also selects the broker or dealer who
places the Fund's investment business and negotiates their
commissions.  The Adviser selects a broker or dealer to execute a
portfolio transaction on the basis that such broker or dealer
will execute the order as promptly and efficiently as possible
subject to the overriding policy of the Fund.  This policy is to
obtain the best market price and reasonable execution for all its
transactions, giving due consideration to such factors as
reliability of execution and the value of research, statistical
and price quotation services provided by such broker or dealer.
The research services provided by brokers consist of
recommendations to purchase or sell specific securities, the
rendering of advice regarding events involving specific companies
and events and current conditions in specific industries, and the
rendering of advice regarding general economic conditions
affecting the stock market and the economy.  The Fund and the
Adviser are not affiliated with any broker.

     Purchases and sales of portfolio securities are frequently
placed, without any agreement or undertaking to do so, with
brokers and dealers who provide the Adviser with such brokerage
and research services.  Section 28(e) of the Securities Exchange
Act of 1934 ("Section 28(e)") permits the Adviser, under certain
circumstances, to cause the Fund to pay a broker or dealer a
commission for effecting a transaction in recognition of the
value of the brokerage and research service provided by the
broker or dealer.  Brokerage and research services include (i)
furnishing advice as to the value of securities, the advisability
of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of
securities; (ii) furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts; and (iii)
effecting securities transactions and performing functions
incidental thereto.  Such commissions may be less than, equal to
or exceed the amount another broker or dealer would have charged
for effecting the transaction.

     The Adviser believes it is important to its investment
decision-making process to have access to independent research.
The Adviser understands that since the brokers and dealers
rendering such services are compensated through commissions, such
services would be unilaterally reduced or eliminated by the
brokers and dealers if none of the Fund's transactions were
placed through them.  While these services have value which
cannot be measured in dollars, the Adviser believes such services
do not reduce the Fund's or the Adviser's expenses.  Higher
commissions may be paid by the Fund, provided (i) the Adviser
determines in good faith that the amount is reasonable in
relation to the services in terms of the particular transaction
or in terms of the Adviser's overall responsibilities with
respect to the accounts as to which it exercises investment
discretion; (ii) such payment is made in compliance with the
provisions of Section 28(e) and other applicable state and
federal law; and (iii) in the Adviser's opinion, the total
commissions paid by the Fund will be reasonable in relation to
the benefits to the Fund over the long term.

     In instances where the Adviser determines that the
supplemental research and statistical services are of significant
value, it is the practice of the Adviser to place the Fund's
transactions with brokers or dealers who are paid a higher
commission than other brokers or dealers.  The Adviser utilizes
research and other information obtained from brokers and dealers
in managing its other client accounts.  On the other hand, the
Adviser obtains research and information from brokers and dealers
who transact trades for the Adviser's other client accounts,
which is also utilized by the Adviser in managing the Fund's
portfolio.

     The following table shows the dollar amount of brokerage
commissions paid to firms by the Fund for certain research
services provided and the approximate dollar amount of the
transactions involved for the fiscal year ended March 31, 2000.


                         AMOUNT OF COMMISSIONS
                          PAID TO FIRMS THAT            AMOUNT
                          PROVIDED RESEARCH     BROKERAGE TRANSACTIONS
                             SERVICES (1)             INVOLVED (1)
          The Fund             $546,901              $358,334,265

           (1)The provision of such research services was not
            the only factor considered in the placement of all
            noted business with such firms.  In addition, the
            amounts disclosed do not include commissions paid to
            firms who provided unsolicited research services as
            well as research customarily provided by brokerage
            firms in the normal course of business.

     The Adviser does not specifically negotiate commissions and
charges with a broker or dealer in advance of each transaction.
The approximate brokerage discount and charges are, however,
generally known to the Adviser prior to effecting the
transaction.  In determining the overall reasonableness of the
commissions paid, the Adviser compares the commission rates to
those it pays on transactions for its other client accounts and
to the rates generally charged in the industry to institutional
investors such as the Fund.  The commissions also are considered
in view of the value of the research, statistical and price
quotations services, if any, rendered by the broker or dealer
through whom a transaction is placed.

     The Fund may effect portfolio transactions with brokers or
dealers who recommended the purchase of the Fund's shares.  The
Fund may not allocate brokerage on the basis of recommendations
to purchase shares of the Fund.

     Over-the-counter market purchases and sales are generally
transacted directly with principal market makers, who retain the
difference between their cost in a security and its selling
price.  In some circumstances where, in the opinion of the
Adviser, better prices and executions are available elsewhere,
the transactions are placed through brokers who are paid
commissions directly.

     Total brokerage commissions paid by the Fund during the
fiscal year ended March 31, 2000, 1999 and 1998 totaled
$4,936,453, $3,215,976, and $2,171,882, respectively.


                        PERFORMANCE DATA

     The Fund may quote a "total return" or an "average annual
total return" from time to time in advertisements or in
information furnished to present or prospective shareholders.
All performance figures are based on historical earnings and are
not intended to indicate future results.  The "total return" of
the Fund is expressed as a ratio of the increase (or decrease) in
value of a hypothetical investment in the Fund at the end of a
measuring period to the amount initially invested.  The "average
annual total return" is determined by discounting the "total
return" for the number of time periods represented.  These values
are computed according to the following formulas:

                         P(1+T)n = ERV

                               or

                     Total Return = ERV - 1
                                     P

               Average Annual Total Return =  - 1



where:

P    = a hypothetical initial payment of $1,000
T    = average annual total return
n    = number of years
ERV  = ending redeemable value of a hypothetical $1,000 payment
     made at the beginning of the one, five and
       ten year periods.

                                    For the Periods Ended March
31, 2000
                                   One Year        Five Year      Ten
Year

Total Return                         6.75%           144.99%      326.99%
Average Annual Total Return          6.75%            19.63%       15.62%

     For purposes of these calculations, the following
assumptions are made: (1) all dividends and distributions by the
Fund are reinvested at the NAV calculated on the reinvestment
dates during the period; (2) a complete redemption at the end of
the period is made; (3) all recurring fees that are charged to
all shareholder accounts are included.



     These figures are computed by adding the total number of
shares purchased by a hypothetical $1,000 investment in the Fund
to all additional shares purchased within a one year period with
reinvested dividends and distributions, reducing the number of
shares by those redeemed to pay account charges, taking the value
of those shares owned at the end of the year and reducing it by
any deferred charges, and then dividing that amount by the
initial $1,000 investment.  This computation does not reflect any
sales load or other nonrecurring charges, since the Fund is not
subject to such charges.

     The "total return" and "average annual total return"
calculations are historical measures of performance and are not
necessarily indicative of future performance.  Such measurements
will vary from time to time depending upon market conditions, the
composition of the Fund's portfolio, operating expenses, and the
distribution policy as determined by the Board of Directors.
These factors should be considered when evaluating the Fund's
performance.

     In sales material, reports and other communications to
shareholders, the Fund may compare its performance to certain
indices, including but not limited to the Dow Jones Industrial
Average, the Standard & Poor's 500 Index, NASDAQ, the Russell
2000 Index and the United States Department of Labor Consumer
Price Index.  The Fund also may include evaluations of the Fund
published by nationally recognized financial publications and
ranking services, such as Forbes, Money, Financial World,
Barron's, Lipper Analytical Services Mutual Fund Performance
Analysis, Morningstar, Inc., CDA Investment Technologies Inc. and
Value Line, Inc.


                       CAPITAL STRUCTURE

     Nicholas Fund, Inc. is authorized to issue 200,000,000
shares of common stock, par value $0.50 per share.  Each share
has one vote and all shares participate equally in dividends and
other distributions declared by the Fund, and in the residual
assets of the Fund in the event of liquidation.  There are no
conversion or sinking fund provisions applicable to shares and
holders have no preemptive, rights and may not cumulate their
votes in the election of directors.


                       STOCK CERTIFICATES

     The Fund will not issue certificates evidencing shares
purchased unless so requested in writing.  Where certificates are
not issued, the shareholder's account will be credited with the
number of shares purchased, relieving shareholders of
responsibility for safekeeping of certificates and the need to
deliver them upon redemption.  Written confirmations are issued
for all purchases of shares.  Any shareholder may deliver
certificates to the Fund's transfer agent, Firstar, and direct
that his account be credited with the shares.  A shareholder may
direct Firstar in writing at any time to issue a certificate for
his shares without charge.


                         ANNUAL MEETING

     Under the laws of the State of Maryland, registered
investment companies, such as the Fund, may operate without an
annual meeting of shareholders under specified circumstances if
an annual meeting is not required by the 1940 Act.  The Fund has
adopted the appropriate provisions in its Articles of
Incorporation and will not hold annual meetings of shareholders
unless otherwise required to do so.

     In the event the Fund is not required to hold annual
meetings of shareholders to elect Directors, the Board of
Directors of the Fund will promptly call a meeting of
shareholders of the Fund for the purpose of voting upon the
question of removal of any Director when requested in writing by
the record holders of not less than 10% of the outstanding shares
of common stock of the Fund.  The affirmative vote of two-thirds
of the outstanding shares, cast in person or by proxy at a
meeting called for such purpose, is required to remove a director
of the Fund.  The Fund will assist shareholders in communicating
with each other for this purpose pursuant to the requirements of
Section 16(c) of the 1940 Act.


                      SHAREHOLDER REPORTS

     Shareholders will be provided at least semiannually with a
report or a current prospectus showing the Fund's portfolio and
other information.  After the close of the Fund's fiscal year,
which ends March 31, an annual report or current prospectus
containing financial statements audited by the Fund's independent
public accountants, Arthur Andersen LLP, will be sent to
shareholders.


                  CUSTODIAN AND TRANSFER AGENT

     Firstar Bank, N.A. ("Firstar Bank") acts as Custodian of the
Fund.  Firstar, 615 East Michigan Street, Milwaukee, Wisconsin
53202, acts as Transfer Agent and Dividend Disbursing Agent of
the Fund.  As custodian, Firstar Bank holds all securities and
cash for the Fund, delivers and receives payment for securities
sold, receives and pays for securities purchased, collects income
from investments and performs other duties, all as directed by
the officers of the Fund.  Firstar Bank and Firstar do not
exercise any supervisory function over the management of the
Fund, the purchase or sale of securities or the payment of
distributions to shareholders.


           INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL

     Arthur Andersen LLP, 100 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202 are the independent accountants for the Fund.
Davis & Kuelthau, S.C., 111 East Kilbourn Avenue, Milwaukee,
Wisconsin 53202, counsel for the Fund, has passed upon the
legality of the shares of the Fund being offered by this
Prospectus.


                     FINANCIAL INFORMATION

     The schedule of investments, financial statements and notes
thereto and the Report of Independent Public Accountants
contained in the Annual Report of the Fund for the fiscal year
ended March 31, 2000, which have been filed with the SEC pursuant
to Rule 30d-1 of the 1940 Act, are incorporated herein by
reference.  You may obtain a free copy of the Annual Report by
writing or calling the Fund.








                      NICHOLAS FUND, INC.




                           FORM N-1A
                       ----------------



                   PART C: OTHER INFORMATION


                   PART C. OTHER INFORMATION
                --------------------------------


Item 23.  Exhibits:

All  exhibits required to be filed with this Form N-1A,  pursuant
to Item 23(b) are listed in the Exhibit Index appearing elsewhere
in  this Registration Statement and (i) appear in their entirety,
herein  or (ii) are incorporated by reference to previous filings
with  the Securites and Exchange Commission, as indicated in such
Exhibit Index.


Item 24.  Persons Controlled by or Under Common Control with the
Fund
--------------------------------------------------------------------------

      The  Registrant is not under common control with any  other
person.  The Registrant, Nicholas Income Fund, Inc., Nicholas II,
Inc., Nicholas Limited Edition, Inc., Nicholas Money Market Fund,
Inc.,  and  Nicholas  Equity Income Fund,  Inc.  share  a  common
investment  adviser, Nicholas Company, Inc.; however,  each  such
fund  has  an  independent  Board of  Directors  responsible  for
supervising the investment and business services provided by  the
adviser.  The Registrant does not control any other person.


Item 25.  Indemnification
        -------------------

      Article VII, Section 7 of the Registrant's By-Laws provides
for  the  indemnification of its officers and  directors  against
liabilities  incurred in such capacities to the extent  described
therein,  subject  to  the  provisions of  the  Maryland  General
Business  Corporation Law; such Section 7 is incorporated  herein
by  reference  to the By-Laws of the Registrant previously  filed
with  the  Securities and Exchange Commission.  In addition,  the
Registrant  maintains  a  joint errors  and  omissions  insurance
policy  with  a $2.0 million limit of liability under  which  the
Registrant,  the  Adviser  and the other  funds  advised  by  the
Adviser, and each of their respective directors and officers, are
named insureds.

      The investment adviser to the Registrant, Nicholas Company,
Inc.,   has,   by  corporate  resolution,  agreed  to   indemnify
Registrant's officers, directors and employees to the  extent  of
any  deductible  or  retention amount  required  under  insurance
policies  providing coverage to such persons in  connection  with
liabilities incurred by them in such capacities.


Item 26.  Business and Other Connections of the Investment Adviser
          ---------------------------------------------------------------

     None.


Item 27.  Principal Underwriters
        ---------------------------

     None.


Item 28.  Location of Accounts and Records
        ----------------------------------------

      All  account,  books  or  other documents  required  to  be
maintained  pursuant to Section 31(a) of the  Investment  Company
Act  of  1940,  as amended, and the rules of the  Securities  and
Exchange  Commission promulgated thereunder, are located  at  the
offices  of  the  Registrant, 700 North Water Street,  Milwaukee,
Wisconsin 53202, and Firstar Mutual Fund Services, LLC, 615  East
Michigan Avenue, Milwaukee, Wisconsin 53202.


Item 29.  Management Services
      -----------------------------

     None.


Item 30.  Undertakings
       -----------------

      The Registrant's By-Laws provide that it will indemnify the
Officers and Directors of the Registrant for liabilities incurred
by  them in any proceeding arising by reason of the fact that any
such  person  was or is a director or officer of the  Registrant.
Insofar  as indemnification for liability arising under  the  Act
may  be  permitted to directors, officers and controlling persons
of  the  Registrant  pursuant  to  the  Act,  or  otherwise,  the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy   as   expressed  in  the  Act  and  may,  therefore,   be
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

      Subject to the terms and conditions of Section 15(d) of the
Securities  Exchange  Act  of  1934, the  undersigned  Registrant
hereby  undertakes  to  file  with the  Securities  and  Exchange
Commission such supplementary and periodic information, documents
and reports as may be prescribed by any rule or regulation of the
Commission  heretofore  or  hereafter duly  adopted  pursuant  to
authority conferred in that section.

      The undersigned Registrant hereby undertakes to deliver  or
cause to be delivered with the prospectus, to each person to whom
the  prospectus  is sent or given, the latest  annual  report  to
security  holders  that  is  incorporated  by  reference  in  the
prospectus and furnished pursuant to and meeting the requirements
of  Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934,  as  amended;  and,  where  interim  financial  information
required to be presented by Article 3 of Regulation S-X  are  not
set forth in the prospectus, to deliver, or cause to be delivered
to  each  person  to whom the prospectus is sent  or  given,  the
latest  semiannual  report that is specifically  incorporated  by
reference in the prospectus.


                           SIGNATURES


      Pursuant to the requirements of the Securities Act of  1933
and   the  Investment  Company  Act  of  1940,  as  amended,  the
Registrant hereby certifies that it meets all of the requirements
for  effectiveness  of  this Registration  Statement  under  Rule
485(a)  under  the Securities Act of 1933, and  has  duly  caused
this  Registration Statement to be signed on its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Milwaukee,
State of Wisconsin, on the 27th day of July, 2000.


                              NICHOLAS FUND, INC.


                              By:      /s/ Albert O. Nicholas
                                  Albert O. Nicholas
                                  President and Director



      Pursuant  to  the  requirements of the  Securities  Act  of
1933,as  amended,  and the Investment Company  Act  of  1940,  as
amended,  the  Amendment to the Registration Statement  has  been
signed  below by the following persons in the capacities  and  on
July 27, 2000.




Albert O. Nicholas                      President (Principal Executive
                                        Officer)and Director


Jeffrey T. May                          Senior Vice-President and
                                        Treasurer  (Chief Accounting Officer)


Melvin L. Schultz                       Director


Richard Seaman                          Director




                    By:
                         Jeffrey T. May, as Attorney-In-Fact for
                         the above directors, under authority of Powers
                         of Attorney previously filed.

                        LIST OF CONSENTS


1.   Consent of Davis & Kuelthau, S.C.
     (included in Exhibit (i))

2.   Consent of Arthur Andersen LLP
     (included as Exhibit (j))


                         EXHIBIT INDEX

Exhibit                   Description                    Sequential
  No.                                                      Page No.


  (a)     Articles   of  Incorporation  of   Registrant       *
          [incorporated  by reference  to  Part  II  of
          Registrant's Post-Effective Amendment No. 44,
          as  filed  with the Commission on  April  30,
          1998, under header submission 485BPOS].

  (b)     By-Laws   of   Registrant  [incorporated   by       *
          reference  to  Part II of Registrant's  Post-
          Effective Amendment No. 44, as filed with the
          Commission  on April 30, 1998,  under  header
          submission 485BPOS].

  (c)     Specimen certificate evidencing common stock,       *
          $.50  par  value, of Registrant [incorporated
          by reference to Part II of Registrant's Post-
          Effective Amendment No. 44, as filed with the
          Commission  on April 30, 1998,  under  header
          submission 485BPOS].

  (d)     Investment Advisory Agreement, dated July 17,       *
          1985,   between   Registrant   and   Nicholas
          Company,  Inc. [incorporated by reference  to
          Part   II   of   Registrant's  Post-Effective
          Amendment   No.   44,  as  filed   with   the
          Commission  on April 30, 1998,  under  header
          submission 485BPOS].

  (g)     Custodian  Agreement between  Registrant  and       *
          Firstar   Trust  Company,  [incorporated   by
          reference  to  Part II of Registrant's  Post-
          Effective Amendment No. 44, as filed with the
          Commission  on April 30, 1998,  under  header
          submission 485BPOS].

  (i)     Opinion of Davis & Kuelthau, S.C., concerning       **
          the  legality  of Registrant's common  stock,
          including  attorney's consent to the  use  of
          such opinion.

  (j)     Consent  of  Arthur Andersen LLP, independent       **
          public accountants.

  (n)     Financial    Data   Schedule   meeting    the       *
          requirements of Rule 483 under the Securities
          Act of 1933.

  (p)     Code of Ethics of Nicholas Fund, Inc.               **

 (p.1)    Nicholas  Company, Inc. Code  of  Ethics  and       **
          Insider Trading Policy

   *      Powers  of  Attorney for Messrs. Schultz  and       *
          Seaman,  as  required by Rule 402  under  the
          Securities Act of 1933.
____________________________________
*    Incorporated by reference to previous filing as indicated.

**   Filed herewith.


                                                      EXHIBIT (I)













               Opinion of Davis & Kuelthau, S.C.
      Concerning the Legality of Registrant's Common Stock,
     Including Attorney's Consent to the Use of Such Opinion










                                                      EXHIBIT (J)













 Consent of Arthur Andersen LLP, Independent Public Accountants


















                        EXHIBIT NO. (P)












             CODE OF ETHICS OF NICHOLAS FUND, INC.








                       EXHIBIT NO. (P.1)











             NICHOLAS COMPANY, INC. CODE OF ETHICS
                  AND INSIDER TRADING POLICY.