File No. 2-30447
			    FORM N-1A
				
	       SECURITIES AND EXCHANGE COMMISSION
		     Washington, D.C. 20549
				
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
				
		 PRE-EFFECTIVE AMENDMENT NO. ___
				
		 POST-EFFECTIVE AMENDMENT NO. 45
				
			       and
				
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
				
			AMENDMENT NO. 24
				
			NICHOLAS FUND, INC.
	 (Exact Name of Registrant as Specified in Charter)

   700 North Water Street, Suite 1010, Milwaukee, Wisconsin 53202
	      (Address of Principal Executive Offices)

			   (414) 272-6133
	(Registrant's Telephone Number, including Area Code)

		     Davis & Kuelthau, S.C.
	      111 East Kilbourn Avenue, Suite 1400
		    Milwaukee, WI  53202-6613
			 (414) 276-0200
				
		  Albert O. Nicholas, President
		       Nicholas Fund, Inc.
		     700 North Water Street
		   Milwaukee, Wisconsin 53202

	    (Names and Addresses of Agents for Service)

Change  font size to .9It is proposed that the filing will become
effective:

[  ] immediately upon filing pursuant to paragraph (b)
[X]  on July 30, 1998 pursuant to paragraph (b)
[  ] sixty (60) days after filing pursuant to paragraph (a)(1)
[  ] 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 30, 1998,
Registrant filed the necessary Rule 24f-2 Notice and filing fee
with the Commission for its fiscal year ended March 31, 1998.
				
				
				
			    NICHOLAS FUND, INC.
			   CROSS REFERENCE SHEET
			(As required by rule 481(A))

PART A.  INFORMATION REQUIRED IN PROSPECTUS    HEADING
------   ----------------------------------    -------
Item 1.  Cover Page.........................   Cover Page

Item 2.  Synopsis...........................   Performance Data

Item 3.  Condensed Financial Information....   Consolidated Disclosure of Fund
					       Fees  and  Expenses;  Financial
					       Highlights

Item 4.  General Description of Registrant..   Introduction; Investment 
					       Objectives and Policies; 
					       Investment Restrictions

Item 5.  Management of the Fund.............   Investment Advisor, Management
					       Directors; Executive  Officers
					       of the Fund
Item 5A. Management's discussion of Fund
	 Performance........................   Management's discussion of Fund
					       Performance

Item 6.  Capital Stock and Other Securities.   Transfer of Capital Stock; 
					       Dividends and 
					       Federal Tax Status; Description
					       of Capital Stock; Annual
					       Meeting;  Shareholder Reports

Item 7.  Purchase of Securities Being Offered  Purchase of  Capital Stock;
					       Redemption of Capital Stock;
					       Exchange      Priviliges
					       to Other Nicholas Company
					       Funds; Transfer of Capital 
					       Stock; Determination of Net 
					       Asset Value; Dividend 
					       Reinvestment Plan; Systematic
					       Withdrawl Plan; Self-Employed
					       Master Retirement Plan.

Item 8.  Redemption or Repurchase...........   Purchase of Capital Stock; 
					       Redemption of Capital Stock

Item 9.  Legal Proceedings..................   N/A

PART B.  INFORMATION REQUIRED IN STATEMENT OF  HEADING
	       ADDITIONAL INFORMATION
-------  ------------------------------------  -------
Item 10. Cover Page.........................   Cover Page

Item 11. Table of Contents..................   Table of Contents

Item 12. General Information and History....   Introduction

Item 13. Investment Objectives and Policies.   Investment Objectives and
					       Policies; Investment
					       Restrictions

Item 14. Management of the Fund.............   Investment Adviser; Management-
					       Directors, Executive Officers of
					       the Fund

Item 15. Control Persons and Principal 
	 Holders of Securities..............   Principal Shareholders

Item 16. Investment Advisory and Other 
	 Services...........................   Investment Advisor; Custodian and
					       Transfer Agent; Councel and 
					       Auditors
Item 17. Brokerage Allocation and other
	 Practices.........................   Brokerage

Item 18. Capital Stock and Other Securities.  Transfer of Capital Stock; 
					      Income; Dividends and Federal
					      Tax Status; Description of
					      Capital Stock; Shareholder
					      Reports; Annual Meeting
					      
Item 19. Purchase, Redemption and                                              
	 Pricing of Securities
	 Being Offered.....................   Purchase of Capital Stock; 
					      Redemption of Capital Stock; 
					      Exchange Privilages to Other 
					      Nicholas Company Funds;
					      Transfer of Capital Stock; 
					      Determination of Net Asset
					      Value; Dividend Reinvestment
					      Plan; Individual Retirement
					      Account; Self-Employed
					      Master Retirement
					      Plan

Item 20. Tax Status........................   Income; Dividends and Federal
					      Tax Status

Item 21. Underwriters......................   N/A

Item 22. Calculation of Performance Data...   Performance Data

Item 23. Financial Statements..............   Financial Information
    
PART C.  OTHER INFORMATION                    HEADING
-------  ------------------                   -------
Item 24. Financial Statements and   
	 Exhibits..........................   Part C

Item 25. Persons Controlled By or
	 Under   Common   Control
	 with Registrant...................   Part C

Item 26. Number  of Holders of
	 Securities........................   Part C

Item 27. Indemnification...................   Part C

Item 28. Business   and     Other
	 Connections of Investment
	 Adviser...........................   Part C

Item 29. Principal Underwriters............   Part C

Item 30. Location of Accounts and
	 Records...........................   Part C

Item 31. Management Services...............   Part C

Item 32. Undertakings......................   Part C


  

				
				
		       Nicholas Fund, Inc.
				
				
				
				
				
				
				
				
			    FORM N-1A
				
				
				
				
				
				
				
		       PART A:  PROSPECTUS

		       NICHOLAS FUND, INC.
				
			   PROSPECTUS
				
				
				
				
				
				
				
				
	       700 North Water Street, Suite 1010
		   Milwaukee, Wisconsin 53202
			  414-272-6133
			  800-227-5987


      Nicholas  Fund, Inc. (the "Fund") is an open-end management
investment  company, having as its investment  objective  capital
appreciation  in  which income is a secondary consideration.   To
achieve its objective, the Fund invests in a diversified list  of
common stocks having growth potential.


	  NO-LOAD FUND - NO SALES OR REDEMPTION CHARGE
				
		       Investment Adviser
		     NICHOLAS COMPANY, INC.
				
		Minimum Initial Investment - $500
				
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
    SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
    ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
				

      This  Prospectus sets forth concisely the information about
the   Fund  that  a  prospective  investor  should  know   before
investing.  Additional information about the Fund has been  filed
with  the  Securities and Exchange Commission in the  form  of  a
Statement  of Additional Information, dated July 30,  1998.   The
Fund   will   provide  copies  of  the  Statement  of  Additional
Information upon request without charge to each person to whom  a
Prospectus is delivered.  Such requests may be made by  telephone
or  by letter.  The telephone number and address of the Fund  are
shown above.

			 July 30, 1998

   INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE
			   REFERENCE.


		       TABLE OF CONTENTS

							     Page

Introduction..............................................     1
Consolidated Disclosure of Fund Fees and Expenses.........     1
Financial Highlight.......................................     2
Management's Discussion of Fund Performance...............     3
Performance Data..........................................     4
Investment Objectives and Policies........................     5
Risk Factors..............................................     5
Investment Restrictions...................................     6
Investment Adviser........................................     7
Management-Directors and Executive Officers of the Fund...     8
Purchase of Capital Stock.................................    10
Redemption of Capital Stock...............................    11
Signature Guarantees......................................    13
Exchange Privilege to Other Nicholas Company Funds........    13
Transfer of Capital Stock.................................    14
Determination of Net Asset Value..........................    14
Dividends and Federal Tax Status..........................    15
Dividend Reinvestment Plan................................    15
Systematic Withdrawal Plan................................    16
Individual Retirement Account.............................    16
Self-Employed Master Retirement Plan......................    16
Description of Capital Stock..............................    16
Annual Meeting............................................    17
Shareholder Reports.......................................    17
   
Year 2000 Issues..........................................    17
    
Custodian and Transfer Agent..............................    17
Counsel and Auditors......................................    17


      No person has been authorized to give any information or to
make  any  representations other than  those  contained  in  this
Prospectus and the Statement of Additional Information dated July
30,   1998   and,   if  given  or  made,  such   information   or
representations may not be relied upon as having been  authorized
by Nicholas Fund, Inc.

      This  Prospectus  does  not constitute  an  offer  to  sell
securities  in  any state or jurisdiction in which such  offering
may not lawfully be made.  The delivery of this Prospectus at any
time shall not imply that there has been no change in the affairs
of Nicholas Fund, Inc. since the date hereof.


		      NICHOLAS FUND, INC.


			  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.   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.   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 in proper form.   The
investment  adviser  to the Fund is Nicholas Company,  Inc.  (the
"Adviser").


       CONSOLIDATED DISCLOSURE OF FUND FEES AND EXPENSES

Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases
 (as a percentage of offering price)....................     None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)...................     None
Deferred Sales Load
   (as  a  percentage  of original purchase price
   or  redemption proceeds, if applicable)..............     None
Redemption Fees
  (as a percent of redemption proceeds, if applicable)..     None
Exchange Fee(1).........................................     None

Annual Fund Operating Expenses(2)(as a percentage of average  net assets)
Management Fees.........................................    0.65%
12b-1 Fees..............................................     None
Other Expenses..........................................    0.06%
Total Fund Operating Expenses...........................    0.71%





    (1) There is a $5 fee for telephone exchanges only.

    (2) Annual  Fund  Operating Expenses  are  based  on  expenses
incurred for the year ended March 31, 1998.

Example

      A  shareholder would pay the following expenses on a $1,000
investment, assuming:  (1) 5% annual return and (2) redemption at
the end of each time period:


      One Year    Three Years      Five Years      Ten Years
      --------    -----------      ----------      ---------
	  $7         $23              $40            $88

      This  Example should not be considered a representation  of
past  or  future  expenses.  Actual expenses may  be  greater  or
lesser than those shown.

      The  purpose  of  the  table is to assist  the  prospective
investor in understanding the various costs and expenses that  an
investor  in the Fund will bear directly and indirectly.   For  a
description  of  "Management  Fees"  and  "Other  Expenses,"  see
"INVESTMENT ADVISER."


		      FINANCIAL HIGHLIGHTS
	  (FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR)

      The following Financial Highlights of the Fund, for the ten
years  ended March 31, 1998 have been examined 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,  1998.   The Financial Highlights should  be  read  in
conjunction  with  the  financial statements  and  related  notes
included in the Fund's Annual Report which is incorporated herein
by reference.


FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each year)                      
----------------------------------------------------------------------
<TABLE>

						      Year ended March 31,                                           
					 --------------------------------------------------------------------------------------
					 1998     1997     1996      1995     1994     1993     1992     1991     1990     1989
					 ----     ----      ----     ----     ----     ----     ----     ----     ----     ----
<S>                                     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
NET ASSET VALUE, BEGINNING OF YEAR      $67.11   $63.81   $52.22   $51.10   $52.91   $49.68   $42.99   $37.72   $35.27   $32.15
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income                    .36      .40      .57      .69      .74      .75      .70      .80      .96      .97
  Net gains or (losses) on securities
     (realized and unrealized)           32.67     8.64    15.68     4.46     (.68)    5.20     7.49     5.48     3.46     3.63
					------   ------   ------   ------   ------   ------   ------   ------   -------  ------
     Total from investment operations    33.03     9.04    16.25     5.15      .06     5.95     8.19     6.28     4.42     4.60
					------   ------   ------   ------   ------   ------   ------   ------   ------   ------   


  LESS DISTRIBUTIONS:
  Dividends (from net
     investment income)                  ( .36)    (.42)    (.57)    (.71)    (.82)    (.68)    (.68)    (.79)    (.92)   (1.03)
  Distributions (from capital gains)     (5.80)   (5.32)   (4.09)   (3.32)   (1.05)   (2.04)    (.82)    (.22)   (1.05)    (.45)
					------   ------   ------   ------   ------   ------   ------   ------   ------   ------ 
     Total distributions                 (6.16)   (5.74)   (4.66)   (4.03)   (1.87)   (2.72)   (1.50)   (1.01)   (1.97)   (1.48)
					------   ------   ------   ------   ------   ------   ------   ------   ------    ------ 

NET ASSET VALUE, END OF YEAR            $93.98   $67.11   $63.81   $52.22   $51.10   $52.91   $49.68   $42.99   $37.72   $35.27
					------   ------   ------   ------   ------   ------   ------   ------   ------   ------ 
					------   ------   ------   ------   ------   ------   ------   ------   ------   ------ 


TOTAL RETURN                            50.98%    14.68%   32.38%   10.88%    0.04%   12.41%   19.33%   17.13%   12.55%   14.81%


RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (millions) $5,907.2  $3,989.5  $3,655.3  $3,004.4  $2,941.2  $3,013.4 $2,234.1 $1,642.8 $1,389.5$1,172.3
Ratio of expenses to average net assets .71%      .72%      .74%     .77%      .78%     .76%     .78%     .81%     .82%     .86%
Ratio of net investment income
  to average net assets                 .44%      .61%      .87%     1.34%    1.40%    1.53%    1.60%    2.17%    2.56%    2.84%
Portfolio turnover rate               17.01%    15.18%    25.70%    29.82%   33.39%   10.20%   14.58%   21.85%   21.31%   24.03%
Average commission rate paid by the
  Fund on portfolio investment
  transactions*                     $0.0475   $0.0473   $0.0492       --       --       --       --       --       --       --  

</TABLE>
*Disclosure of this rate is required by the Securities and Exchange Commission
 on a prospective basis beginning with the Fund's 1996 fiscal year end.

	  MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

      Individual  stock  selection is  the  focal  point  of  the
Adviser's equity philosophy.  The Adviser's efforts are  directed
toward purchasing stocks that represent good value based upon the
criteria  outlined  below.   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.

     The Fund completed its fiscal year ended March 31, 1998 with
a  50.98%  total annual return (including reinvested  dividends).
In  comparison, the Standard & Poor's 500r Composite Stock  Price
Index ("S&P 500 Index") increased by 47.96% and the Russell  2000
Index increased by 42.01% for the same period.  During the fiscal
quarter ended March 31, 1998, the Fund produced a total return of
12.15%, compared to 13.94% and -10.06% for the S&P 500 Index  and
Russell  2000 Index, respectively.  The Fund's cash position  was
5.16% at fiscal year ended March 31, 1998.
   
       The  vertiginous  nature  of the  stock  market  has  made
managing equity portfolios extremely difficult.  While there  are
many good reasons for the market to be strong, valuations are  at
high  tide.   The  overvalued market of  1971/1972  was  somewhat
similar  to  the  current  period.   While  the  Adviser  is  not
predicting a decline, veteran investors remember that the S&P 500
Index  declined approximately 37% in the 1973/1974  time  period.
In  brief,  there is almost no margin of safety in  stock  prices
despite  generally  favorable  economic  conditions  and  company
fundamentals.  Consequently, shareholders may need to lower their
return  expectations,  at least over the  next  few  years.   One
statistic  the  Adviser  would like to highlight  is  the  Fund's
average total return of 14.67% over its lifetime.  The Adviser is
pleased  with  this  performance  and  would  remind  the  Fund's
shareholders  that  compounding at 15% per year  doubles  capital
every five years.  Patience has its reward.
    
     Set forth below is 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,  assuming  a
$10,000  investment  in the Fund at the beginning  of  the  first
year, to the same investment over the same periods in the S&P 500
Index.

(The performance graph plot points are as follows:)

FISCAL YEAR   NICHOLAS FUND                    S&P 500        
   ENDED          VALUE       % RETURNS         VALUE          % RETURNS
-----------   -------------   ---------       ---------        ---------
03/31/88      10,000.00                       10,000.00     
03/31/89      11,481.00        14.81%         11,815.00          18.15%
03/31/90      12,921.87        12.55%         14,091.75          19.27%
03/31/91      15,133.38        17.13%         16,122.37          14.41%
03/31/92      18,061.05        19.33%         17,902.28          11.04%
03/31/93      20,302.43        12.41%         20,628.80          15.23%
03/31/94      20,310.55         0.04%         20,932.04           1.47%
03/31/95      22,520.34        10.88%         24,184.88          15.54%
03/31/96      29,812.42        32.38%         31,950.65          32.11%
03/31/97      34,188.88        14.68%         38,286.46          19.83%
03/31/98      51,618.38        50.98%         56,648.65          47.96%

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

			    One                 Five                Ten
			 Year Ended         Years Ended         Years Ended
		       March 31, 1998      March 31, 1998      March 31, 1998
		       --------------      --------------      --------------

Average Annual
Total Return. . . .        50.98%             20.52%               17.84%

      Total  returns are historical and include change  in  share
price   and   reinvestment   of   dividend   and   capital   gain
distributions.   Past  performance  is  no  guarantee  of  future
results.   Principal  value  and  return  will  fluctuate  so  an
investment,  when  redeemed,  may be  worth  more  or  less  than
original cost.


			PERFORMANCE DATA

     The Fund may from time to time include its "total return" or
"average annual total return" in advertisements or in information
furnished  to  present or prospective shareholders.   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 the total return discounted
for the number of represented time periods and is expressed as  a
percentage.  The rate represents the annual rate achieved on  the
initial investment to arrive at the ending redeemable value.  The
ending  value  assumes reinvestment of dividend and capital  gain
distributions and the reduction of account charges, if any.  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 the "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.    For   additional   information   regarding    the
calculation  of  this  performance data,  see  the  Statement  of
Additional Information.

      The figures below show the total return performance for the
Fund  from the date of initial public offering to March 31, 1998,
as  compared  to  the S&P 500 Stock Index and the Consumer  Price
Index.  The calculations for the Fund assume reinvestment of  all
capital  gain  distributions and dividends and do not  take  into
account tax consequences to the individual investor.

      Performance  will vary from time to time and these  results
are  not  necessarily  representative of  future  results.   This
prospectus  may  be  in  use for a full  year  and,  accordingly,
performance figures for periods subsequent to March 31, 1998  may
vary substantially from the figures shown below:

				Percentage Change from
				  July 14, 1969(1) to       Average Annual
				    March 31, 1998           Total Return
				-----------------------     --------------

Net Asset Value Per Share
  of Nicholas Fund, Inc.(2)            +987.62%                  14.67%
Standard & Poor's 500
  Index - Reinvested                   3232.45%                  12.97%
Consumer Price Index                    342.62%                   5.31%

      (1)Date of initial public offering.  The S&P 500 Index  and
Consumer Price Index date used was June 30, 1969.

      (2)Includes  the reinvestment of all dividend  and  capital
gain distributions in additional shares.


	       INVESTMENT OBJECTIVES AND POLICIES

      The  Fund  has  adopted a primary investment objective  and
certain  other  policies  which are not fundamental  and  may  be
changed  by the Board of Directors without shareholder  approval.
Any  such  change  will  be  made only  upon  advance  notice  to
shareholders.

      The  primary  investment objective of the Fund  is  capital
appreciation,  and securities are selected for its  portfolio  on
that  basis.   Current  income will  be  a  secondary  factor  in
considering  the  selection  of investments.   Market  risks  are
inherent  in any investment; therefore, there can be no assurance
that the objective of the Fund will be realized, nor can there be
any  assurance against possible loss in the value of  the  Fund's
portfolio.

      It  is the policy of the Fund to invest in securities which
the  Adviser  believes will offer possibilities for  increase  in
value.  These will generally be common stocks of companies  which
the  Adviser  considers  to have favorable  long-term  prospects.
Since  the  major  portion of the Fund's  portfolio  consists  of
common  stocks,  its  net asset value may be subject  to  greater
fluctuation than a portfolio containing a substantial  amount  of
fixed-income securities.

      Securities  of unseasoned companies, where  the  risks  are
considerably  greater than with securities  of  more  established
companies,  may also be acquired from time to time  by  the  Fund
when the Adviser believes such investments offer possibilities of
capital  appreciation.  However, the Fund will  not  invest  more
than  a total of 5% of its total net assets in the securities  of
unseasoned companies, that is, companies which have a  record  of
less  than three years' continuous operation.  Reference is  made
to   the  Statement  of  Additional  Information  for  additional
investment restrictions adopted by the Fund.

      Debt  securities and preferred stock that  are  convertible
into or carry rights to acquire common stock, and other long-term
investment  grade debt securities, may be acquired from  time  to
time   when  the  Adviser  thinks  such  investments  offer   the
possibility of appreciation in value.

      It  is  anticipated that the major portion of the portfolio
will  at all times be invested in common stocks.  However,  there
is no minimum or maximum percentage of the Fund's assets which is
required to be invested in any type of security.  Cash and United
States Government securities will be retained by the Fund  in  an
amount sufficient to provide moderate liquid reserves.  The  Fund
reserves  the  freedom  to  temporarily  invest  its  assets   in
investment grade fixed-income securities as a defensive  measure,
when  conditions,  such  as a decline in the  stock  market,  are
deemed  to  warrant such action.  "Investment grade  fixed-income
securities" refers to fixed-income securities ranked in  the  top
four  categories  of  Standard & Poor's  Corporation  or  Moody's
Investors Services, Inc. rating services.

      Securities are not purchased with a view to rapid  turnover
or to obtain short-term trading profits, which the Fund refers to
as  profits  on  assets held less than twelve months.   The  term
"portfolio turnover rate" refers to the percentage determined  by
dividing the lesser of purchases or sales of portfolio securities
during  the year by the average value of the portfolio securities
owned  by  the  Fund during the year.  "Portfolio turnover  rate"
excludes investments in all securities with less than one year to
maturity at the time of purchase.


			  RISK FACTORS

      The  Fund  will often purchase common stock  of  small  and
medium  sized  companies in seeking capital appreciation.   These
companies  may  be unseasoned and often fluctuate in  price  more
than common stocks of larger, more mature 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  more volatile, in both "up" and "down"  markets
than most of the popular stock averages.


		    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 a portion of  investment  grade
     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 United States Government securities).

     8.  Not more than 25% of the Fund's total net 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,  director,
shareholder or other interested person of the Adviser.

       All  percentage  limitations  apply  as  of  the  date  of
investment by the Fund.

      In  addition  to the foregoing restrictions, the  Fund  has
adopted  other  nonfundamental  restrictions  set  forth  in  the
Statement of Additional Information.  These restrictions  may  be
changed by the Board of Directors of the Fund without shareholder
approval.

		       INVESTMENT ADVISER

      Under an investment advisory agreement dated July 17,  1985
(the  "Agreement"),  Nicholas  Company,  Inc.,  700  North  Water
Street,  Milwaukee,  Wisconsin 53202,  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.

      Nicholas  Company, Inc. is the investment adviser  to  five
other  mutual funds and to approximately twenty-five institutions
and  individuals with substantial investment portfolios.  It  was
organized  in  1967, formed the Fund in 1968, and  has  been  the
Fund's  only  investment adviser since the first public  offering
date of the Fund's shares on July 14, 1969.  The other funds  for
which  Nicholas  Company,  Inc. acts as  investment  adviser  are
Nicholas  Income Fund, Inc., Nicholas II, Inc., Nicholas  Limited
Edition,  Inc.,  Nicholas Money Market Fund, Inc.,  and  Nicholas
Equity Income Fund, Inc.

      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.

      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 (.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  (.65 of 1%) of the average net asset value in excess  of
$50,000,000.   This fee may be higher than the fee paid  by  most
other mutual funds.  As of March 31, 1998, the net asset value of
the  Fund was $5,907,204,282.  During the fiscal year ended March
31,  1998,  the Fund paid the Adviser an aggregate of $32,093,490
in fees.

       Under  the  Investment  Advisory  Agreement,  the  Adviser
provides  the Fund with the non-exclusive right to use  the  name
"Nicholas".   At  its own expense and without reimbursement  from
the  Fund,  the Adviser furnishes office space, office facilities
and executive officers.  The Adviser bears all executive expenses
and  sales  and  promotional expenses of  the  Fund,  other  than
expenses incurred in complying with laws regulating the issue  or
sale of securities and fees paid for attendance at Board meetings
to  directors  who are not interested persons of the  Adviser  or
officers or employees of the Fund.  The Fund will pay all of  its
operating  expenses including, but not limited to, the  costs  of
preparing and printing its registration statements required under
the Securities Act of 1933 and the Investment Company Act of 1940
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  are salaries  of  administrative  and
clerical  personnel, association membership  dues,  auditing  and
accounting  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.
   
    
      Albert O. Nicholas is Chief Executive Officer and  Chairman
of  the Board of the Adviser and President and a Director of  the
Fund.   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
President,  Chief  Investment  Officer  and  a  Director  of  the
Adviser,  and  a  Senior Vice President of  the  Fund.   Lynn  S.
Nicholas  is a 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.  Christina M. Mouradian  is  Assistant
Treasurer 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.   Tracy  C.
Eberlein  is  an  Assistant Vice President of  the  Fund  and  an
employee  of  the Adviser.  Mark J. Giese is a Vice-President  of
the   Fund   and   a   Vice-President  of  the  Adviser.    David
E.  Leichtfuss, 100 East Wisconsin Avenue, Milwaukee,  Wisconsin,
is  a  Director and the Secretary 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 the only other Director of  the  Adviser.
Mr.  Nicholas,  a  brother of Albert O. Nicholas,  is  a  private
investor.
    
       Ninety-one   percent  (91%)  of  the  outstanding   voting
securities of the Adviser are owned by Albert O. Nicholas.


   MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS 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  following table sets  forth  the  pertinent
information about the Fund's officers and directors  as  of  June
30, 1998:

   Name, Age              Positions Held        Principal Occupations
   and Address              With Fund           During Past 5 Years
   -----------            --------------        ---------------------   
   
*Albert O. Nicholas, 67   Director, CEO         Chief Executive Office
700 North Water Street    and Portfolio         and Chairman of the Board
Milwaukee, WI  53202      Manager               Nicholas  Company,  Inc.,
						the  Adviser to the Fund.
						He has  been
						Portfolio Manager (or 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   was
						Portfolio   Manager   for
						Nicholas  II,  Inc.   and
						Nicholas Limited Edition,
						Inc.  from  the  date  of
						each      such     fund's
						inception   until   March
						1993.   He is a Chartered
						Financial Analyst.     

Melvin L. Schultz, 65        Director           Director  and  Management
3636 North 124th Street                         Consultant,  Professional
Wauwatosa, WI  53222                            Management  of Milwaukee,
						Inc.   He  is a Certified
						Professional     Business
						Consultant  and  provides
						financial    advice    to
						members  of  the  medical
						and dental professions.

Richard Seaman, 72           Director           Management Consultant  on
5270 North Maple Lane                           an    independent   basis
Nashotah, WI  53058                             primarily in the areas of
						mergers, acquisitions and
						strategic planning.


Robert H. Bock, 66           Director           Professor, University  of
102 Commerce                                    Wisconsin    School    of
1155 Observatory Drive                          Business,        Madison,
Madison, WI  53706                              Wisconsin.  From 1973  to
						1984  he was the Dean  of
						the School of Business at
						the     University     of
						Wisconsin.

David L. Johnson, 56         Executive          Executive Vice-President,
700 North Water Street       Vice-President     Nicholas  Company,  Inc.,
Milwaukee, WI  53202                            the  Adviser to the  Fund
						since  1980.   He  is   a
						Chartered       Financial
						Analyst.

Thomas J. Saeger, 54         Executive          Executive  Vice-President
700 North Water Street       Vice-President,    and  Assistant Secretary,
Milwaukee, WI  53202         Secretary          Nicholas  Company,  Inc.,
						the  Adviser to the Fund,
						since  1969.   He  is   a
						Certified          Public
						Accountant.

Lynn S. Nicholas, 42         Senior  Vice-      Senior    Vice-President,
700 North Water Street       President          Nicholas  Company,  Inc.,
Milwaukee, WI  53202                            the  Adviser to the Fund,
						and   employed   by   the
						Adviser since 1983.   She
						is  a Chartered Financial
						Analyst.
   
David O. Nicholas, 37        President, Chief   President, Chief Investment
700 North Water Street       Investment Officer Officer and Director,
Milwaukee, WI  53202         Co- Portfolio      Nicholas  Company,   Inc.,
			     Manager            the  Adviser to  the Fund,
						and employed  by     the  
						Adviser  since 1985.   He
						has  been    Co-Portfolio
						Manager of the Fund since
						1996. He  is  a Chartered
						Financial Analyst.    

Jeffrey T. May, 42           Senior Vice        Senior Vice-President and
700 North Water Street       President          Treasurer,       Nicholas  
Milwaukee, WI  53202                            Company, Inc., Adviser to
						the Fund, and employed by
						the  Adviser since  1987.
						He  is a Certified Public
						Accountant.

Candace L. Lesak, 40         Vice-President     Employee    of   Nicholas
700 North Water Street                          Company,    Inc.,     the
Milwaukee, WI  53202                            Adviser   to  the   Fund,
						since  1983.   She  is  a
						Certified       Financial
						Planner.

Christina M. Mouradian, 36   Assistant          Employee    of   Nicholas
700 North Water Street       Treasurer          Company,    Inc.,     the
Milwaukee, WI  53202                            Adviser   to  the   Fund,
						since 1985.
		  
	    

   
Tracy C. Eberlein, 37        Assistant          Employee    of   Nicholas
700 North Water Street       Vice-              Company,    Inc.,     the
Milwaukee, WI 53202          President          Adviser   to  the   Fund,
						since  1985.   She  is  a
						Certified       Financial
						Planner.

    
   
Mark J. Giese, 27            Vice-              Vice-President         of
700  North  Water Street     President          Nicholas  Company,  Inc.,
Milwaukee, WI 53202                             the  Adviser to the Fund,
						and   employee   of   the
						Adviser  since 1994.   He
						is   a  Certified  Public
						Accountant     and      a
						Chartered       Financial
						Analyst.    

All  Directors  and Executive Officers as a Group  (123  persons)
beneficially  own less than 1% of the outstanding shares  of  the
Fund.

*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 Investment Company Act of 1940, as amended.

Albert  O.  Nicholas and David O. Nicholas serve as  Co-Portfolio
Managers of the Fund and are primarily responsible for the day-to-
day management of the Fund's portfolio.



      The  Investment  Advisory Agreement between  the  Fund  and
Nicholas Company, Inc. provides for payment by the Fund  of  fees
for  attendance at meetings of the Fund's Board of  Directors  to
directors  who are not interested persons of Nicholas Fund,  Inc.
The amount of such fees is subject to increase or decrease at any
time,  but  is  subject to the overall limitation of  the  Fund's
annual expenses.  During the fiscal year ended March 31, 1998,  a
total  of  $15,186 was paid in fees to the Fund's  non-interested
directors, including reimbursed out-of-pocket travel expenses.

PURCHASE OF CAPITAL STOCK

     Applications for the purchase of shares are made to Nicholas
Fund,  Inc., c/o Firstar Trust Company, P.O. Box 2944, Milwaukee,
Wisconsin  53201-2944.  Firstar Trust Company  acts  as  transfer
agent  and  custodian for the Fund.  The Fund  has  available  an
Automatic Investment Plan for shareholders.

      The  price  per  share  will be the net  asset  value  next
computed  after  the time the application is received  in  proper
order  and accepted by the Fund or by an Authorized Agent of  the
Fund.  The determination of net asset value for a particular  day
is  applicable  to  all applications for the purchase  of  shares
received  at or before the close of regular trading  on  the  New
York  Stock  Exchange (the "Exchange") on that day (usually  4:00
p.m. New York time).  Accordingly, purchase orders received on  a
day  the  Exchange is open for trading, prior  to  the  close  of
trading on that day, will be valued as of the close of trading on
that day.  Applications for purchase of shares received after the
close  of trading on the Exchange will be based on the net  asset
value  as  determined as of the close of trading on the next  day
the Exchange is open.

      The Fund does not consider the U.S. Postal Service or other
independent  delivery  services to  be  its  agents.   Therefore,
deposit  in the mail or with such services, or receipt at Firstar
Trust Company's Post Office Box of purchase applications does not
constitute receipt by Firstar Trust Company or the Fund.  DO  NOT
mail letters by overnight courier to the Post Office Box address.
CORRESPONDENCE MAILED BY OVERNIGHT COURIER SHOULD BE SENT TO  THE
FIRSTAR  TRUST  COMPANY, THIRD FLOOR, 615 EAST  MICHIGAN  STREET,
MILWAUKEE, WISCONSIN 53202.

      All  purchase  applications are subject  to  acceptance  or
rejection by authorized officers of the Fund and are not  binding
until  accepted.  Applications must be accompanied by payment  in
U.S. Funds.  Payment should be made by check or money order drawn
on  a  U.S.  bank, savings & loan or credit union.  The custodian
will charge a $20 fee against a shareholder's account in addition
to any loss sustained by the Fund, for any payment check returned
to the custodian for insufficient funds.  It is the policy of the
Fund not to accept applications under circumstances or in amounts
considered disadvantageous to shareholders.  For example,  if  an
individual previously tried to purchase shares with a bad  check,
or the proper social security number or tax identification number
is  omitted,  the  Fund reserves the right not to  accept  future
applications  from  such  individual.   Any  accounts  (including
custodial  accounts)  opened without  a  proper  social  security
number  or  tax  identification  number  may  be  liquidated  and
distributed  to the owner(s) of record on the first business  day
following  the  60th  day  of  investment,  net  of  the  back-up
withholding tax amount.

      The  Board of Directors has established $500 as the minimum
initial  purchase.   The minimum for any subsequent  purchase  is
$100, except in the case of dividend reinvestment.  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  required  investment   due   to
shareholder redemption (but not solely to a decrease in net asset
value  of  the Fund).  In order to exercise this right, the  Fund
will  give account holders whose accounts fall below such minimum
at least 30 days' advance written notice.

      Purchase  of  shares  will be made in full  and  fractional
shares  computed to three decimal places.  To purchase additional
shares of the Fund by federal wire transfer, please send to:

     Wire To:       Firstar Bank Milwaukee, N.A.
		    ABA 075000022

     Credit:        Firstar Trust Company
		    Account 112-952-137
		    777 East Wisconsin Avenue
		    Milwaukee, Wisconsin 53202

    Further Credit: Nicholas Fund, Inc.
		    (shareholder account number)
		    (shareholder registration)

Please  call Firstar Trust Company (414-276-0535 or 800-544-6547)
with  the  appropriate account information prior to  sending  the
wire.

      Shares of the Fund may be purchased or sold through certain
broker-dealers, financial institutions or other service providers
("Processing  Intermediaries").  When  shares  of  the  Fund  are
purchased this way, the Processing Intermediary, rather than  its
customer,  may  be  the  shareholder of  record  of  the  shares.
Certain service providers may receive compensation from the  Fund
for  providing transfer agent type services relating to  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.  A Processing Intermediary may be required to  register
as a broker or dealer under certain state laws.

      An  investor  intending to invest in  the  Fund  through  a
Processing   Intermediary  should  read  the  program   materials
provided by the Processing Intermediary in conjunction with  this
Prospectus.  Processing Intermediaries may charge fees  or  other
charges  for the services they provide to their customers.   Such
charges  may vary among broker-dealers, but in all cases will  be
retained by the broker-dealer and not remitted to the Fund or the
Adviser.  Investors who do not wish to receive the services of  a
Processing Intermediary, or pay the fees that may be charged  for
such  services, may want to consider investing directly with  the
Fund.  Direct purchase or sale of shares of the Fund may be  made
without a sales or redemption charge.
   
      The  Fund  may  also  enter into an arrangement  with  some
Processing  Intermediaries  which  authorizes  them  to   process
purchase orders or redemption requests on behalf of the  Fund  on
an  expedited  basis  (an  "Authorized  Agent").   Receipt  of  a
purchase order or redemption request by an Authorized Agent  will
be  deemed  to be receipt by the Fund for purposes of determining
the  net  asset value of Fund shares to be purchased or redeemed.
For  purchase  orders  placed  through  an  Authorized  Agent,  a
shareholder  will pay the Fund's net asset value 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.  For redemption orders placed  through  an
Authorized Agent, a shareholder will receive redemption  proceeds
which  reflect the net asset value per share next computed  after
the receipt by the Authorized Agent of the redemption order, less
any redemption fees imposed by the Authorized Agent.
    
      Certificates representing Fund shares purchased will not be
issued  unless the shareholder specifically requests certificates
by signed written request to the Fund.  If a shareholder requests
certificates  at  any  time  other  than  in  connection  with  a
purchase,   the  request  must  be  accompanied  by  a  signature
guarantee.    Certificates  are  normally  mailed  to  requesting
shareholders approximately two weeks after receipt of the request
by  the  Fund.   In no instance will certificates be  issued  for
fractional  shares.   When certificates are  not  requested,  the
Fund's  transfer  agent, Firstar Trust Company, will  credit  the
shareholder's  account  with  the  number  of  shares  purchased.
Written   confirmations  are  issued  for   all   purchases   and
redemptions of Fund shares.


		  REDEMPTION OF CAPITAL STOCK

     A shareholder may require the Fund at any time during normal
business hours to redeem his/her shares in whole or in part.   If
in   writing,  redemption  requests  must  be  signed   by   each
shareholder,  in  the  exact  manner  as  the  Fund  account   is
registered,  and  must state the amount of the  redemption.   The
shareholder  account  number  and tax  identification  number  or
social security number should be included with the request.  When
shares   are   represented  by  certificate(s),   redemption   is
accomplished  by  delivering  to  the  Fund,  c/o  Firstar  Trust
Company,  P.O.  Box  2944, Milwaukee, Wisconsin  53201-2944,  the
certificate(s)  for  the  full  shares  to  be   redeemed.    The
certificate(s)  must  be  properly  endorsed  or  accompanied  by
instrument   of   transfer,  in  either  case,  with   signatures
guaranteed  by  a  bank, savings and loan association,  or  by  a
member  firm of a national securities exchange.  A notary  public
is not an acceptable guarantor.

      If  certificates  have not been issued, redemption  can  be
accomplished by delivering an original signed written request for
redemption  addressed to Nicholas Fund, Inc., c/o  Firstar  Trust
Company.   Facsimile transmission of redemption requests  is  not
acceptable.   The written request must be signed exactly  as  the
account  is  registered, i.e., individual,  joint  tenants,  sole
proprietorship, custodial (Uniform Transfers to Minors  Act),  or
general partners.  Both owners must sign if the account is  owned
jointly.

      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  there is doubt as to what documents or instructions are
necessary in order to redeem shares, please write or call Firstar
Trust  Company (telephone no. 414-276-0535 or 800-544-6547) prior
to submitting a written redemption request.  A redemption request
will  not become effective until all documents have been received
in  proper  form  by  Firstar Trust Company.   See  "PURCHASE  OF
CAPITAL STOCK" for a description of certain arrangements the Fund
may   enter  into  with  Processing  Intermediaries  to   process
redemption requests on an expedited basis.

      Shareholders  who  have  an individual  retirement  account
("IRA")  or other retirement plan must indicate on their  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 Disclosure  Statement
for any applicable fees.

      The  redemption price per share will be the net asset value
next  computed after the time of receipt by Firstar Trust Company
(or by an Authorized Agent of the Fund) of the certificate(s)  or
written  request set forth above, or pursuant to proper telephone
instructions  (see below).  The determination of  the  net  asset
value for a particular day is applicable to all requests for  the
redemption  of shares received at or before the close of  regular
trading  on  the  Exchange  on  that  day.   Accordingly,  shares
tendered  for  redemption  on a day  the  Exchange  is  open  for
trading,  prior  to  the close of trading on that  day,  will  be
valued  as  of  the close of trading on that day.   Requests  for
redemption of shares received after the close of trading  on  the
Exchange  will be based on the net asset value determined  as  of
the close of trading on the next day the Exchange is open.

     The Fund does not consider the U. S. Postal Service or other
independent  delivery  services to  be  its  agents.   Therefore,
deposit  in the mail or with such services, or receipt at Firstar
Trust  Company's Post Office Box of redemption requests does  not
constitute receipt by Firstar Trust Company or the Fund.  DO  NOT
mail letters by overnight courier to the Post Office Box address.
CORRESPONDENCE MAILED BY OVERNIGHT COURIER SHOULD BE SENT TO  THE
FIRSTAR  TRUST  COMPANY, THIRD FLOOR, 615 EAST  MICHIGAN  STREET,
MILWAUKEE, WISCONSIN 53202.

      All redemptions will be processed immediately upon request.
Redemption proceeds will be made payable to the account  owner(s)
and  mailed  to  the  address of record.  The  Fund  will  return
redemption requests that contain restrictions as to the  time  or
date  redemptions are to be effected.  Redemption proceeds  which
are  to be wired will normally be wired on the next business  day
after  a net asset value is determined.  There is a $12.00 charge
to  wire the redemption proceeds.  The Fund reserves the right to
hold   payment  up  to  twelve  days  or  until  satisfied   that
investments  made  by  check have been  collected.   Payment  for
shares  redeemed will be made within seven days after redemption.
Shares cease earning dividends on the date of redemption.

      Telephone  redemption  is  automatically  extended  to  all
accounts  in  the  Fund  unless this  privilege  is  declined  in
writing.   This option does not apply to IRA accounts and  master
retirement  plans  for  which  Firstar  Trust  Company  acts   as
custodian.   Telephone redemptions can only be  made  by  calling
Firstar Trust Company at (414) 276-0535 or (800) 544-6547.  In an
effort  to prevent unauthorized or fraudulent redemption requests
by  telephone, the Fund and its transfer agent employ  reasonable
procedures  to  confirm that such instructions are  genuine.   In
addition  to account registration information, shareholders  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  New  York
Stock Exchange (usually 4:00 p.m., New York time) to receive that
day's net asset value.  There will be no exceptions due to market
activity.   The  maximum  telephone  redemption  is  $25,000  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  is believed advisable to do so.  Procedures for redeeming
Fund  shares  by telephone may be modified or terminated  at  any
time by the Fund or Firstar Trust Company.  Neither the Fund  nor
Firstar  Trust Company will be liable for following  instructions
communicated  by  telephone  that it reasonably  believes  to  be
genuine.

      The  shareholder may instruct Firstar Trust Company 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 Trust Company 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 GUARANTEES

      A  signature guarantee of each owner is required to  redeem
shares  in  the  following situations, for ALL SIZE transactions:
(i)  if a shareholder changes the ownership on his account;  (ii)
upon redemption of shares when certificates have been issued  for
an  account;  (iii)  when  a  shareholder  wants  the  redemption
proceeds  sent to a different address than is registered  on  the
account; (iv) for both certificated and uncertificated shares, if
the  proceeds  are to be made payable to someone other  than  the
account  owner(s);  (v)  any redemption proceeds  transmitted  by
federal wire transfer to a shareholder's bank not previously  set
up  with  the  Fund; and (vi) if a change of address request  has
been  received  by the Fund or Firstar Trust Company  within  the
last  15  days.   Signature guarantees will be required  for  all
redemptions of $100,000 or more from any shareholder  account  in
the Nicholas Family of Funds.  A redemption will not be processed
until  the  signature guarantee is received in  proper  form.   A
notary public is not an acceptable guarantor.


       EXCHANGE PRIVILEGE TO OTHER NICHOLAS COMPANY FUNDS

     If a shareholder chooses to exercise the exchange privilege,
the  shares will be exchanged at their next determined net  asset
value.   When  an exchange into the Nicholas Money  Market  Fund,
Inc.  would involve investment of the exchanged amount on  a  day
when  the  New  York Stock Exchange is open for trading  but  the
Federal  Reserve  Banks are closed, shares of the  Fund  will  be
redeemed  on the day upon which the exchange request is received;
however, issuance of Nicholas Money Market Fund, Inc. shares  may
be  delayed  an  additional day in order to  avoid  the  dilutive
effect  on  return (i.e., reduction in net investment income  per
share) which would result from issuance of such shares on  a  day
when  the exchanged amount cannot be invested.  In such  a  case,
the  exchanged  amount would not be invested  for  this  one  day
period.

     Shareholders interested in exercising the exchange privilege
must  obtain  the  appropriate prospectus from Nicholas  Company,
Inc.  An exchange constitutes a sale for federal tax purposes and
a  capital  gain  or  loss  will be realized  upon  the  exchange
depending upon whether the net asset value at the time is more or
less  than the shareholder's cost.  An exchange between the funds
involving  master  self-employed (Keogh) plan  and  IRA  accounts
generally  will not constitute a taxable transaction for  federal
tax purposes.

      The  exchange privilege may be terminated or modified  only
upon 60 days' advance notice to shareholders; however, procedures
for  exchanging  Fund  shares by telephone  may  be  modified  or
terminated  at  any  time by the Fund or Firstar  Trust  Company.
Shareholders   are  reminded,  however,  that  Nicholas   Limited
Edition,  Inc.  is restricted in size to 10 million  shares,  and
that  the exchange privilege into that fund may be terminated  or
modified at a time when the maximum is reached.

      Shares  of  the Fund may be exchanged for shares  of  other
investment companies for which Nicholas Company, Inc.  serves  as
the  investment  adviser.  Nicholas Company,  Inc.  is  also  the
investment  adviser to Nicholas II, Inc., Nicholas  Income  Fund,
Inc., Nicholas Limited Edition, Inc., Nicholas Money Market Fund,
Inc.,  and Nicholas Equity Income Fund, Inc.  Nicholas  II,  Inc.
and Nicholas Limited Edition, Inc. both have an objective of long-
term  growth  in  which  income  is  a  secondary  consideration.
Nicholas Income Fund, Inc.'s investment objective is to seek high
current  income consistent with the preservation and conservation
of  capital  value.   Nicholas Money Market  Fund,  Inc.  has  an
investment  objective of achieving as high  a  level  of  current
income  as  is  consistent with preserving capital and  providing
liquidity.  Nicholas Equity Income Fund, Inc. has an objective of
production  of  reasonable  income, in which  moderate  long-term
growth  is a secondary consideration.  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   the  investor  through   written   request.
Shareholders  interested  in  exercising  the  exchange  by  mail
privilege  may  obtain the appropriate prospectus  from  Nicholas
Company, Inc.

      Signatures  required  are the same as previously  explained
under "REDEMPTION OF CAPITAL STOCK."

       EXCHANGE  BY  TELEPHONE.   Shareholders  may  exchange  by
telephone  among all funds for which the Nicholas  Company,  Inc.
serves as investment adviser.

      Only  exchanges of $500.00   or more will  be  executed  by
telephone.   Firstar Trust Company 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.  Four  telephone exchanges during  any  twelve
month  period will be allowed per account.  An exchange  consists
of a move from one fund to another fund.

      The  Fund reserves the right to refuse a telephone exchange
if  it is believed advisable to do so.  Procedures for exchanging
Fund  shares  by telephone may be modified or terminated  at  any
time by the Fund or Firstar Trust Company.  Neither the Fund  nor
Firstar Trust Company will be responsible for the authenticity of
exchange instructions received by telephone.

      Telephone  exchanges can only be made  by  calling  Firstar
Trust  Company at (414) 276-0535 or (800) 544-6547.  You will  be
required to provide pertinent information regarding your  account
(social  security  number and account  number).   Calls  will  be
recorded.


		   TRANSFER OF CAPITAL STOCK

      Shares of the Fund may be transferred 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.  Documents and instructions necessary
to  transfer capital stock can be obtained by writing or  calling
Firstar  Trust Company (414-276-0535 or 800-544-6547) or Nicholas
Company  (414-272-6133 or 800-227-5987) prior to  submitting  any
transfer requests.


		DETERMINATION OF NET ASSET VALUE

     The net asset value of a share is determined by dividing the
total value of the net assets of the Fund 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  total
assets.   The  net asset value is determined as of the  close  of
regular  trading on the New York Stock Exchange on each day  that
the Exchange is open for regular unrestricted trading.

      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.   Other securities will be valued at the current  bid
price.   Any securities for which there are no readily  available
market quotations will be valued at fair value, as determined  in
good faith by the Board of Directors.  Odd lot differentials  and
brokerage  commissions  will be excluded in  calculating  values.
All  assets other than securities will be valued at their current
fair value as determined in good faith by the Board of Directors.


		DIVIDENDS AND FEDERAL TAX STATUS

      The  Fund intends to qualify, as it did for the last fiscal
year,  annually  as  a "regulated investment company"  under  the
Internal  Revenue  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  (after utilization of any available  capital  loss
carryovers)  in  one or more distributions with respect  to  each
fiscal year.

      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.   Long-term  capital   gains
distributed by the Fund will retain the character that it had  at
the  Fund  level.   The Taxpayer Relief Act of 1997  reduced  the
maximum  tax  rate on long-term capital gains from  28%  to  20%.
This  reduced rate generally applies to securities held more than
18  months.  Subsequent  legislation  has  reduced  the  18 month
holding  period  to  12  months  for security transactions on and
after  January 1, 1998.  Income distributed from the  Fund's  net
investment income and net realized short-term capital  gains  are
taxable to shareholders as ordinary income.

      Distributions will tentatively be made in May and  December
of  each year.  Shareholders will be advised of the source(s) and
tax treatment of any distribution.

      Since  at the time of purchase of shares the Fund may  have
undistributed income or capital gains included in the computation
of  the  net  asset value per share, 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 net asset value per share.

     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,  into  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, an investor must certify under penalties
of  perjury  that the taxpayer identification number supplied  to
the  Fund  is  correct  and that he is  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.  Shareholders should consult with a tax
adviser  concerning the application of federal, state  and  local
taxes to an investment in the Fund.


		   DIVIDEND REINVESTMENT PLAN

     Unless a shareholder elects to accept cash, all dividend and
capital gain distributions are automatically reinvested in shares
through  the Dividend Reinvestment Plan.  An election  to  accept
cash  may  be  made  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  distribution  date  and  are  credited   to   the
shareholder's account.  Shareholders will receive a  confirmation
showing  the  number of shares purchased and the price  following
each reinvestment.

      Shareholders  may  withdraw from  or  thereafter  elect  to
participate  in  the Dividend Reinvestment Plan at  any  time  by
giving  notice in writing or by telephone to the Transfer  Agent.
An  election must be received by Firstar Trust Company  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 Dividend 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 Dividend Reinvestment  Plan
at any time on 30 days' written notice to participants.


		   SYSTEMATIC WITHDRAWAL PLAN

      Shareholders who have purchased or currently own $10,000 or
more  of  Fund  shares at the current market  value  may  open  a
Systematic   Withdrawal  Plan  and  receive  monthly,  quarterly,
semiannual  or annual checks for any designated amount.   Firstar
Trust Company reinvests all income and capital gain dividends  in
shares  of  the Fund.  Shareholders may add shares  to,  withdraw
shares from, or terminate the plan, at any time.  Each withdrawal
may  be  a taxable event to the shareholder.  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, the plan may be terminated by Firstar Trust
Company  upon written notice mailed to the shareholders.   Please
contact Nicholas Company, Inc. for copies of the plan documents.


		 INDIVIDUAL RETIREMENT ACCOUNT

   .Individuals  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.  As long  as  the
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 taxpayers
to  consult  with  their personal tax adviser  to  determine  the
deductibility of their IRA contributions.    

      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
Internal  Revenue Service requires to be furnished to individuals
who  are considering adopting an IRA.  As changes occur from time
to  time  in existing IRA regulations, it is important  that  you
obtain  up-to-date  information from the Fund before  opening  an
IRA.

      Because  a retirement program involves commitments covering
future  years, it is important that the investment objectives  of
the  Fund  are  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.


	      SELF-EMPLOYED MASTER RETIREMENT PLAN

      The  Fund  has available a master retirement plan (formerly
called  a Keogh Plan) for self-employed individuals.  Any  person
seeking additional information or wishing to participate  in  the
Plan  may  contact  the Fund.  Consultation with  a  tax  adviser
regarding the tax consequences of the Plan is recommended.


		  DESCRIPTION OF CAPITAL STOCK

      The Fund has an authorized capital of 200,000,000 shares of
common stock, $0.50 par value.  All shares are of the same  class
with equal rights and privileges.  Each share is entitled to  one
vote  and  to  participate equally in dividends and distributions
declared  by  the  Fund, and on liquidation, in  its  net  assets
remaining   after   satisfaction  of   outstanding   liabilities.
Fractional  shares have the same rights, proportionately,  as  do
full  shares.  Fund shares are fully paid and nonassessable  when
issued and have no preemptive, conversion or exchange rights.

       Fund   shares  do  not  have  cumulative  voting   rights.
Therefore, the holders of more than half of the shares voting for
the  election of directors are able to elect all of the directors
and, in such event, the holders of the remaining shares so voting
will not be able to elect any directors.


			 ANNUAL MEETING

      The  State  of Maryland's business corporation law  permits
registered  investment companies, such as the  Fund,  to  operate
without   an  annual  meeting  of  shareholders  under  specified
circumstances  if  an  annual meeting  is  not  required  by  the
Investment Company Act of 1940, as amended.  The Fund has adopted
the  appropriate  provisions in its By-Laws  and  will  not  hold
annual  meetings  of shareholders, including  for  the  following
purposes,  unless otherwise required to do so:  (1)  election  of
directors; (2) approval of any investment advisory agreement; (3)
ratification  of the selection of independent auditors;  and  (4)
approval of any distribution agreement.

      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  to
do  so  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 Investment Company  Act  of
1940, as amended.


		      SHAREHOLDER REPORTS

      Shareholders will be provided at least semiannually with  a
report  or a current prospectus showing the Fund's portfolio  and
other   information,  including  an  annual  report  or   current
prospectus containing financial statements audited by the  Fund's
independent  public  accountants, Arthur Andersen  LLP,  for  the
fiscal  year ending March 31 of each year.  Inquiries  concerning
the Fund may be made by calling (414) 272-6133 or (800) 227-5987,
or  by  writing  to Nicholas Fund, Inc., 700 North Water  Street,
Suite  1010,  Milwaukee, Wisconsin 53202,  Attention:   Corporate
Secretary.  A copy of the Fund's most recent annual report may be
obtained without charge by calling or writing the Fund.


			YEAR 2000 ISSUES
   
      The  "Year 2000" issue presents a significant technological
challenge for the securities industry.  Due to the limited memory
and the high cost of storage space associated with early computer
equipment,  the century was implied rather than actually  stored.
As  a result, many computer systems are unable to interpret dates
beyond 1999.  Software and hardware which is not designed to work
across centuries may potentially malfunction on January 1,  2000.
Because  dates are part of every securities transaction, accurate
date calculations are critical.
    
   
      The Fund has focused on the "Year 2000" computer conversion
issue  and  management believes that there  should  be  a  smooth
transition on the part of suppliers of services to the Fund.  The
Fund's  custodian bank and transfer agent has reported  that  the
necessary  conversion process is in progress, and it  appears  to
have  dedicated the appropriate level of resources to  solve  the
problem.    The  Adviser,  which  performs  the  Fund's  internal
accounting  and  pricing functions, is  in  the  process  of  re-
engineering  its  hardware to handle the century  date,  and  has
identified  and  is  taking steps to resolve  potential  software
problems.   Some  systems  are  currently  compliant.    Internal
testing  is  ongoing, and the Fund expects that all systems  will
have been converted by mid-1999.
    

		  CUSTODIAN AND TRANSFER AGENT

      The  Firstar  Trust  Company,  615  East  Michigan  Avenue,
Milwaukee, Wisconsin 53202, acts as Custodian and Transfer Agent.


		      COUNSEL AND AUDITORS

     Davis & Kuelthau, S.C., 111 East Kilbourn Avenue, Milwaukee,
Wisconsin 53202-6613, has passed upon the legality of the  shares
of  Common Stock of the Fund offered by this Prospectus.   Arthur
Andersen  LLP,  100  East Wisconsin Avenue, Milwaukee,  Wisconsin
53202, has been selected as the independent auditors for the Fund
for the fiscal year ending March 31, 1999.






		      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,  supplements and should be read in  conjunction  with
the current Prospectus of Nicholas Fund, Inc. (the "Fund"), dated
July 30, 1998, as it may be revised from time to time.  To obtain
a copy of the Fund's Prospectus, please write or call the Fund at
the address and telephone number set forth above.




	  NO LOAD FUND - NO SALES OR REDEMPTION CHARGE




		       Investment Adviser
		     NICHOLAS COMPANY, INC.





			 July 30, 1998


		       TABLE OF CONTENTS

							     Page

Introduction.............................................       1
Investment Objectives and Policies.......................       1
Investment Restrictions..................................       2
Investment Adviser.......................................       3
Management-Directors and Executive Officers of the Fund..       5
Purchase of Capital Stock................................       7
Redemption of Capital Stock..............................       9
Signature Guarantees.....................................      11
Exchange Privilege to Other Nicholas Company Funds.......      11
Transfer of Capital Stock................................      12
Determination of Net Asset Value.........................      12
Income, Dividends and Federal Tax Status.................      13
Dividend Reinvestment Plan...............................      14
Systematic Withdrawal Plan...............................      14
Individual Retirement Account............................      14
Self-Employed Master Retirement Plan.....................      15
Brokerage................................................      15
Principal Shareholders...................................      16
Performance Data.........................................      16
Description of Capital Stock.............................      17
Stock Certificates.......................................      18
Annual Meeting...........................................      18
Communications Between Shareholders......................      18
Shareholder Reports......................................      18
   
Year 2000 Issues.........................................      18
    
Custodian and Transfer Agent.............................      18
Counsel and Auditors.....................................      19
Financial Information....................................      19






			  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.   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 POLICIES

      The  Fund  has  adopted a primary investment objective  and
certain  other  policies  which are not fundamental  and  may  be
changed  by the Board of Directors without shareholder  approval.
Any  such  change  will  be  made only  upon  advance  notice  to
shareholders.

      The  primary  investment objective of the Fund  is  capital
appreciation,  and securities are selected for its  portfolio  on
that  basis.  Current income will be only a secondary  factor  in
considering the selection of investments.  There are market risks
inherent in any investment and there can be no assurance that the
objective  of  the Fund will be realized, nor can  there  be  any
assurance  against  possible loss in  the  value  of  the  Fund's
portfolio.

      It  is the policy of the Fund to invest in securities which
the  Adviser believes offer possibilities for increase in  value.
These  will  generally be common stocks of  companies  which  the
Adviser  considers to have favorable long-term prospects.   Since
the  major  portion  of the Fund's portfolio consists  of  common
stocks, its net asset value may be subject to greater fluctuation
than  a portfolio containing a substantial amount of fixed-income
securities.

     Securities of small and medium sized companies, which may be
unseasoned,  where the risks are considerably greater  than  with
securities  of more established companies, may also  be  acquired
from  time  to  time by the Fund when the Adviser  believes  such
investments   offer   possibilities  of   capital   appreciation.
However,  the  Fund  is limited in the percentage  of  total  net
assets  which  may  be invested in the securities  of  unseasoned
companies;  that is, companies which have a record of  less  than
three years' continuous operation.

      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,  may
be  acquired  from  time  to time when the  Adviser  thinks  such
investments offer the possibility of appreciation in value.

      It  is  anticipated that the major portion of the portfolio
will  at all times be invested in common stocks.  However,  there
is no minimum or maximum percentage of the Fund's assets which is
required to be invested in any type of security.  Cash and United
States Government securities will be retained by the Fund  in  an
amount sufficient to provide moderate liquid reserves.  The  Fund
reserves  the  freedom  to  temporarily  invest  its  assets   in
investment  grade fixed income securities as a defensive  measure
when  conditions are deemed to warrant such action.   "Investment
grade  fixed-income securities" refers to fixed-income securities
ranked   in  the  top  four  categories  of  Standard  &   Poor's
Corporation or Moody's Investors Services, Inc. rating services.

      Securities are not purchased with a view to rapid  turnover
or to obtain short-term trading profits, which the Fund refers to
as  profits  on  assets held less than twelve months.   The  term
"portfolio turnover rate" refers to the percentage determined  by
dividing the lesser of purchases or sales of portfolio securities
during  the  year  by the average of the value of  the  portfolio
securities  owned  by  the  Fund  during  the  year.   "Portfolio
turnover  rate" excludes investments in all securities with  less
than one year to maturity at the time of purchase.


		    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 United States 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.

      In  addition  to the foregoing restrictions, the  Fund  has
adopted  the following restrictions which may be changed  by  the
Board of Directors of the Fund without shareholder approval.  Any
such   change  would  be  made  only  upon  advance   notice   to
shareholders.

     1.   The Fund will not acquire or retain any security 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 stock or security.

      2.   The Fund will not invest more than 5% of its total net
assets in equity securities which are not readily marketable  and
in  securities of unseasoned companies (companies  which  have  a
record  of less than three years' continuous operation, including
the operation of any predecessor business of a company which came
into   existence   as  a  result  of  a  merger,   consolidation,
reorganization or purchase of substantially all of the assets  of
such predecessor business).

      3.   The Fund will not invest in interests in oil, gas
or other mineral exploration programs.

      4.    The  Fund will not invest in puts, calls,  straddles,
spreads or any combination thereof.

      5.    The Fund will not invest more than 1% of its total
net assets in restricted securities.

      6.   The Fund will not purchase securities of any issuer if,
as  a result of such purchase, the Fund would hold more than  10%
of all classes of the securities of such issuer.

      7.    The Fund will not invest in warrants, valued  at  the
lower  of cost or market, which exceed 5.0% of the value  of  the
Fund's  net  assets.   Included within that amount,  but  not  to
exceed  2.0%  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.

     All percentage limitations apply on the date of investment
by the Fund.


		       INVESTMENT ADVISER

      Under an investment advisory agreement dated July 17,  1985
(the  "Agreement"),  Nicholas  Company,  Inc.,  700  North  Water
Street,  Milwaukee,  Wisconsin 53202,  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.

      Nicholas  Company, Inc. is the investment adviser  to  five
other  mutual funds and to approximately twenty-five institutions
and  individuals with substantial investment portfolios.  It  was
organized  in  1967, formed the Fund in 1968, and  has  been  the
Fund's  only  investment adviser since the first public  offering
date  of the Fund's shares on July 14, 1969.  The other Funds  to
which  Nicholas  Company,  Inc. acts as  investment  adviser  are
Nicholas  Income Fund, Inc., Nicholas II, Inc., Nicholas  Limited
Edition,  Inc.,  Nicholas Money Market Fund, Inc.,  and  Nicholas
Equity  Income Fund, Inc.  All of the Funds are also sold without
sales  charge.  The investment objective of Nicholas Income Fund,
Inc. is high current income consistent with the preservation  and
conservation  of capital values.  Nicholas II, Inc. and  Nicholas
Limited  Edition, Inc. have as an investment objective  long-term
growth  in  which income is a secondary consideration.   Nicholas
Money  Market Fund, Inc. has an investment objective of achieving
as  high  a  level  of  current  income  as  is  consistent  with
preserving  capital  and  providing liquidity.   Nicholas  Equity
Income  Fund,  Inc.  has as its investment  objective  reasonable
income   in  which  moderate  long-term  growth  is  a  secondary
consideration.

      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.  As of March 31, 1998, the net asset value of the
Fund   was   $5,907,204,282.   During  the      fiscal      years
ended  March  31, 1998, March 31, 1997, and March 31,  1996,  the
Fund  paid  the Adviser an aggregate of $32,093,490,  $25,060,663
and $21,433,970, respectively, in fees.

       Under  the  Investment  Advisory  Agreement,  the  Adviser
provides  the Fund with the non-exclusive right to use  the  name
"Nicholas."   At  its own expense and without reimbursement  from
the  Fund,  the Adviser furnishes office space, office facilities
and executive officers.  The Adviser bears all executive expenses
and  bears all sales and promotional expenses of the Fund,  other
than  expenses  incurred in complying with  laws  regulating  the
issue or sale of securities and fees paid for attendance at Board
meetings  to  directors  who are not interested  persons  of  the
Adviser or officers or employees of the Fund.  The Fund will  pay
all  of its operating expenses including, but not limited to, the
costs  of  preparing  and  printing its  registration  statements
required  under  the  Securities Act of 1933 and  the  Investment
Company  Act of 1940 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  are salaries  of  administrative  and
clerical  personnel, association membership  dues,  auditing  and
accounting  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.
   
    
      The agreement with the Adviser is not assignable and may be
terminated  by  either  party, without penalty,  on  sixty  days'
notice.  Otherwise, the 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 agreement  or  "interested
persons"  of  the  Adviser  or of the Fund,  as  defined  in  the
Investment Company Act of 1940, as amended, cast in person  at  a
meeting called for the purpose of voting for such approval.
   
      Albert  O. Nicholas is Chief Executive Officer and Chairman
of  the Board of the Adviser and President and a Director of  the
Fund.   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
President,  Chief  Investment  Officer  and  a  Director  of  the
Adviser,  and is also a Senior Vice President of the Fund.   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.  Christina M. Mouradian  is  Assistant
Treasurer 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.  Tracy C. Eberlein  is
an  Assistant  Vice  President of the Fund and  employee  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
the  only other Director of the Adviser.  Mr. Nicholas, a brother
of Albert O. Nicholas, is a private investor.
    
       Ninety-one   percent  (91%)  of  the  outstanding   voting
securities of the Adviser are owned by Albert O. Nicholas.


   MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS 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  following table sets  forth  the  pertinent
information about the Fund's officers and directors  as  of  June
30, 1998:

   Name, Age              Positions Held        Principal Occupations
   and Address              With Fund           During Past 5 Years
   -----------            --------------        ---------------------   
   
*Albert O. Nicholas, 67   Director, CEO         Chief Executive Office
700 North Water Street    and Portfolio         and Chairman of the Board
Milwaukee, WI  53202      Manager               Nicholas  Company,  Inc.,
						the  Adviser to the Fund.
						He has  been
						Portfolio Manager (or 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   was
						Portfolio   Manager   for
						Nicholas  II,  Inc.   and
						Nicholas Limited Edition,
						Inc.  from  the  date  of
						each      such     fund's
						inception   until   March
						1993.   He is a Chartered
						Financial Analyst.     

Melvin L. Schultz, 65        Director           Director  and  Management
3636 North 124th Street                         Consultant,  Professional
Wauwatosa, WI  53222                            Management  of Milwaukee,
						Inc.   He  is a Certified
						Professional     Business
						Consultant  and  provides
						financial    advice    to
						members  of  the  medical
						and dental professions.

Richard Seaman, 72           Director           Management Consultant  on
5270 North Maple Lane                           an    independent   basis
Nashotah, WI  53058                             primarily in the areas of
						mergers, acquisitions and
						strategic planning.


Robert H. Bock, 66           Director           Professor, University  of
102 Commerce                                    Wisconsin    School    of
1155 Observatory Drive                          Business,        Madison,
Madison, WI  53706                              Wisconsin.  From 1973  to
						1984  he was the Dean  of
						the School of Business at
						the     University     of
						Wisconsin.

David L. Johnson, 56         Executive          Executive Vice-President,
700 North Water Street       Vice-President     Nicholas  Company,  Inc.,
Milwaukee, WI  53202                            the  Adviser to the  Fund
						since  1980.   He  is   a
						Chartered       Financial
						Analyst.

Thomas J. Saeger, 54         Executive          Executive  Vice-President
700 North Water Street       Vice-President,    and  Assistant Secretary,
Milwaukee, WI  53202         Secretary          Nicholas  Company,  Inc.,
						the  Adviser to the Fund,
						since  1969.   He  is   a
						Certified          Public
						Accountant.

Lynn S. Nicholas, 42         Senior  Vice-      Senior    Vice-President,
700 North Water Street       President          Nicholas  Company,  Inc.,
Milwaukee, WI  53202                            the  Adviser to the Fund,
						and   employed   by   the
						Adviser since 1983.   She
						is  a Chartered Financial
						Analyst.
   
David O. Nicholas, 37        President, Chief   President, Chief Investment
700 North Water Street       Investment Officer Officer and Director,
Milwaukee, WI  53202         Co- Portfolio      Nicholas  Company,   Inc.,
			     Manager            the  Adviser to  the Fund,
						and employed  by     the  
						Adviser  since 1985.   He
						has  been    Co-Portfolio
						Manager of the Fund since
						1996. He  is  a Chartered
						Financial Analyst.    

Jeffrey T. May, 42           Senior Vice        Senior Vice-President and
700 North Water Street       President          Treasurer,       Nicholas  
Milwaukee, WI  53202                            Company, Inc., Adviser to
						the Fund, and employed by
						the  Adviser since  1987.
						He  is a Certified Public
						Accountant.

Candace L. Lesak, 40         Vice-President     Employee    of   Nicholas
700 North Water Street                          Company,    Inc.,     the
Milwaukee, WI  53202                            Adviser   to  the   Fund,
						since  1983.   She  is  a
						Certified       Financial
						Planner.

Christina M. Mouradian, 36   Assistant          Employee    of   Nicholas
700 North Water Street       Treasurer          Company,    Inc.,     the
Milwaukee, WI  53202                            Adviser   to  the   Fund,
						since 1985.
		  
	    

   
Tracy C. Eberlein, 37        Assistant          Employee    of   Nicholas
700 North Water Street       Vice-              Company,    Inc.,     the
Milwaukee, WI 53202          President          Adviser   to  the   Fund,
						since  1985.   She  is  a
						Certified       Financial
						Planner.

    
   
Mark J. Giese, 27            Vice-              Vice-President         of
700  North  Water Street     President          Nicholas  Company,  Inc.,
Milwaukee, WI 53202                             the  Adviser to the Fund,
						and   employee   of   the
						Adviser  since 1994.   He
						is   a  Certified  Public
						Accountant     and      a
						Chartered       Financial
						Analyst.    

					
					

*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 Investment Company Act of 1940, as amended.

      Albert  O.  Nicholas  and David O. Nicholas  serve  as  Co-
Portfolio Managers of the Fund and are primarily responsible  for
the day-to-day management of the Fund's portfolio.

      Reference is made to the Section "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.
   
      Albert  O.  Nicholas is President and Director of  Nicholas
Income Fund, Inc., Nicholas Money Market Fund, Inc., Nicholas II,
Inc.,  Nicholas Limited Edition, Inc. and Nicholas Equity  Income
Fund,   Inc.   David  L.  Johnson  and  Thomas  J.  Saeger   are,
respectively,    Executive    Vice-President    and     Executive
Vice-President  and  Secretary of  Nicholas  II,  Inc.,  Nicholas
Limited Edition, Inc., Nicholas Income Fund, Inc., Nicholas Money
Market  Fund,  Inc., and Nicholas Equity Income Fund,  Inc.   Mr.
Saeger is also a director of Nicholas Limited Edition, Inc.  Lynn
S. Nicholas is Senior Vice Present of Nicholas II, Inc., Nicholas
Limited  Edition, Inc.,  and Nicholas Equity Income  Fund,  Inc.,
and Vice-President of Nicholas Money Market Fund, Inc.  David  O.
Nicholas  is Senior Vice-President of Nicholas II, Inc., Nicholas
Limited  Edition,  Inc.,  Nicholas  Equity  Income  Fund,   Inc.,
Nicholas  Income Fund, Inc. and Nicholas Money Market Fund,  Inc.
Jeffrey T. May is Senior Vice-President and Treasurer of Nicholas
II,  Inc.,  Nicholas  Equity Income Fund, Inc.,  Nicholas  Income
Fund,  Inc.,  Nicholas Money Market Fund, Inc., and Senior  Vice-
President of Nicholas Limited Edition, Inc.  Candace L. Lesak  is
Vice-President of Nicholas II, Inc., Nicholas Equity Income Fund,
Inc.,  Nicholas  Income Fund, Inc., Nicholas Money  Market  Fund,
Inc,  and  Nicholas Limited Edition, Inc.  Tracy C.  Eberlein  is
Assistant  Vice-President of Nicholas II, Inc., Nicholas  Limited
Edition,  Inc.  and Nicholas Equity Income Fund,  Inc.   Mark  J.
Giese  is  also  Vice-President of Nicholas  II,  Inc.,  Nicholas
Limited  Edition,  Inc.  and Nicholas Equity  Income  Fund,  Inc.
Messrs.  Bock, Schultz and Seaman serve as Directors of  Nicholas
II,  Inc. and Nicholas Equity Income Fund, Inc.  Mr. Schultz also
serves  as a Director of Nicholas Limited Edition, Inc., Nicholas
Money Market Fund, Inc. and Nicholas Income Fund, Inc.
    
      The  Investment  Advisory Agreement between  the  Fund  and
Nicholas Company, Inc. provides for payment by the Fund  of  fees
for  attendance at meetings of the Fund's Board of  Directors  to
directors  who are not interested persons of Nicholas Fund,  Inc.
The amount of such fees is subject to increase or decrease at any
time,  but  is  subject to the overall limitation of  the  Fund's
annual expenses.

      The  table  below  sets  forth the  aggregate  compensation
received  from the Fund by all directors of the Fund  during  the
fiscal  year  ended  March 31, 1998.  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.

<TABLE>
<CAPTION>
		       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
------------------     -------------   ---------------------    ---------------   -------------------------
<S>                    <C>             <C>                      <C>               <C>
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, 1998, the  Fund  and
     other  funds  in its Fund Complex (i.e., those  funds  which
     also  have Nicholas Company, Inc. as its 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,  1998,  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, 1998.  All other directors and officers  of
     the  Fund were compensated by the Adviser in accordance with
     its Investment Advisory Agreement.

(2)  Albert  O.  Nicholas  is  also a  member  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.  Mr. Schultz  is
     also  a  member 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.  Mr. Seaman is also a member of the  Board
     of  Directors  of  Nicholas Equity  Income  Fund,  Inc.  and
     Nicholas II, Inc.  Mr. Bock is also a member of the Board of
     Directors of Nicholas Equity Income Fund, Inc. and  Nicholas
     II, Inc.


		   PURCHASE OF CAPITAL STOCK

     Applications for the purchase of shares are made to Nicholas
Fund,  Inc., c/o Firstar Trust Company, P.O. Box 2944, Milwaukee,
Wisconsin 53201-2944.  The Firstar Trust Company acts as transfer
agent  and  custodian for the Fund.  The Fund  has  available  an
Automatic  Investment Plan for shareholders.   Anyone  interested
should contact the Fund for additional information.

      The  price  per  share  will be the net  asset  value  next
computed  after  the time the application is received  in  proper
order  and accepted by the Fund or by an Authorized Agent of  the
Fund.  The determination of net asset value for a particular  day
is  applicable  to  all applications for the purchase  of  shares
received at or before the close of trading on the New York  Stock
Exchange (the "Exchange") on that day (usually 4:00 p.m. New York
time).   Accordingly,  purchase orders  received  on  a  day  the
Exchange  is open for trading, prior to the close of  trading  on
that  day, will be valued as of the close of trading on that day.
Applications for purchase of shares received after the  close  of
trading  on the Exchange will be based on the net asset value  as
determined  as  of  the close of trading  on  the  next  day  the
Exchange is open.

      The Fund does not consider the U.S. Postal Service or other
independent  delivery  services to  be  its  agents.   Therefore,
deposit  in the mail or with such services, or receipt at Firstar
Trust  Company's  Post Office Box, of purchase applications  does
not  constitute  receipt by Firstar Trust Company  or  the  Fund.
Correspondence intended for overnight courier delivery should  be
sent  to  Firstar Trust Company, Third Floor, 615  East  Michigan
Street, Milwaukee, Wisconsin 53202.

      All  purchase  applications are subject  to  acceptance  or
rejection by authorized officers of the Fund and are not  binding
until  accepted.  Applications must be accompanied by payment  in
U.S. funds.  Payment should be made by check or money order drawn
on  a U.S. bank, savings and loan or credit union.  The custodian
will  charge  a  $20  fee  against a  shareholder's  account,  in
addition to any loss sustained by the Fund, for any payment check
returned  to  the custodian for insufficient funds.   It  is  the
policy of the Fund not to accept applications under circumstances
or  in  amounts considered disadvantageous to shareholders.   For
example,  if  an  individual previously tried to purchase  shares
with  a  bad check, or the proper social security number  or  tax
identification  number was omitted, the Fund reserves  the  right
not  to  accept  future applications from such  individual.   Any
accounts  (including custodial accounts) opened without a  proper
social  security  number  or  tax identification  number  may  be
liquidated  and distributed on the first business  day  following
the  sixtieth  (60th)  day  of investment,  net  of  the  back-up
withholding tax amount.

      The  Board of Directors has established $500 as the minimum
initial  purchase  and  $100 as the minimum subsequent  purchase,
except  through dividend reinvestment.  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  required  investment  due  to   shareholder
redemption  (but not due solely to a decrease in net asset  value
of  the  Fund).  In order to exercise this right, the  Fund  will
give  account holders whose accounts fall below such  minimum  at
least 30 days' advance written notice.

      Purchase  of  shares  will be made in full  and  fractional
shares  computed to three decimal places.  To purchase additional
shares of the Fund by federal wire transfer, please send to:

     Wire To:       Firstar Bank Milwaukee, N.A.
		    ABA 075000022

     Credit:        Firstar Trust Company
		    Account 112-952-137
		    777 East Wisconsin Avenue
		    Milwaukee, Wisconsin 53202

    Further Credit: Nicholas Fund, Inc.
		    (shareholder account number)
		    (shareholder registration)


Please  call Firstar Trust Company (414-276-0535 or 800-544-6547)
with  the  appropriate account information prior to  sending  the
wire.

      Shares of the Fund may be purchased or sold through certain
broker-dealers, financial institutions or other service providers
("Processing  Intermediaries").  When  shares  of  the  Fund  are
purchased this way, the Processing Intermediary, rather than  its
customer,  may  be  the  shareholder of  record  of  the  shares.
Certain service providers may receive compensation from the  Fund
for  providing  transfer  agent type  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.  A Processing Intermediary may be required to  register
as a broker or dealer under certain state laws.

      An  investor  intending to invest in  the  Fund  through  a
Processing   Intermediary  should  read  the  program   materials
provided by the Processing Intermediary in conjunction with  this
Statement  of  Additional Information.  Processing Intermediaries
may charge fees or other charges for the services they provide to
their customers.  Such charges may vary among broker-dealers, but
in  all  cases  will  be  retained by the broker-dealer  and  not
remitted  to the Fund or the Adviser.  Investors who do not  wish
to  receive the services of a Processing Intermediary, or pay the
fees  that may be charged for such services, may want to consider
investing  directly with the Fund.  Direct purchase  or  sale  of
shares  of  the  Fund may be made without a sales  or  redemption
charge.
   
      The  Fund  may  also  enter into an arrangement  with  some
Processing  Intermediaries  which  authorizes  them  to   process
purchase orders or redemption requests on behalf of the  Fund  on
an  expedited  basis  (an  "Authorized  Agent").   Receipt  of  a
purchase order or redemption request by an Authorized Agent  will
be  deemed  to be receipt by the Fund for purposes of determining
the  net  asset value of Fund shares to be purchased or redeemed.
For  purchase  orders  placed  through  an  Authorized  Agent,  a
shareholder  will pay the Fund's net asset value per  share  next
computed  after  the  receipt by the  Authorized  Agent  of  such
purchase order, plus any applicable transaction charge imposed by
the  agent.   For redemption orders placed through an  Authorized
Agent,  a  shareholder  will  receive redemption  proceeds  which
reflect  the  net asset value per share next computed  after  the
receipt by the Authorized Agent of the redemption order, less any
redemption fees imposed by the Authorized Agent.
    
      Certificates representing Fund shares purchased will not be
issued  unless the shareholder specifically requests certificates
by signed written request to the Fund.  If a shareholder requests
certificates  at  any  time  other  than  in  connection  with  a
purchase,   the  request  must  be  accompanied  by  a  signature
guarantee.  Certificates  are  mailed to requesting  shareholders
approximately two weeks after receipt of the request by the Fund.
In no instance will certificates be issued for fractional shares.
When  certificates are not requested, the Fund's transfer  agent,
Firstar Trust Company will credit the shareholder's account  with
the number of shares purchased.  Written confirmations are issued
for all purchases and redemptions of Fund shares.


		  REDEMPTION OF CAPITAL STOCK

     A shareholder may require the Fund at any time during normal
business hours to redeem his/her shares in whole or in part.   If
in   writing,  redemption  requests  must  be  signed   by   each
shareholder,  in  the  exact  manner  as  the  Fund  account   is
registered,  and  must state the amount of the  redemption.   The
shareholder  account  number  and tax  identification  number  or
social security number should be included with the request.   The
Fund and the Custodian have business hours from 8:00 a.m. to 4:30
p.m.  and  8:00  a.m. to 7:00 p.m. respectively, Milwaukee  time,
Monday   through   Friday.   When  shares  are   represented   by
certificates,  redemption is accomplished by  delivering  to  the
Fund,  c/o  Firstar  Trust  Company, P.O.  Box  2944,  Milwaukee,
Wisconsin  53201-2944, the certificate(s) for the full shares  to
be  redeemed.  The  certificate(s) must be properly  endorsed  or
accompanied  by  instrument of transfer,  in  either  case,  with
signatures guaranteed by a bank, savings and loan association, or
by  a  member firm of a national securities exchange.   A  notary
public is not an acceptable guarantor.

      If  certificates  have not been issued, redemption  can  be
accomplished by delivering an original signed written request for
redemption  addressed to Nicholas Fund, Inc., c/o  Firstar  Trust
Company.   Facsimile transmission of redemption requests  is  not
acceptable.   The written request must be signed exactly  as  the
account  is  registered, i.e., individual,  joint  tenants,  sole
proprietorship, custodial (Uniform Transfers to Minors  Act),  or
general partners.  Both owners must sign if the account is  owned
jointly.

      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  there is doubt as to what documents or instructions are
necessary in order to redeem shares, please write or call Firstar
Trust Company (telephone no. 414-276-0535 or 800-544-6547), prior
to submitting a written redemption request.  A redemption request
will  not become effective until all documents have been received
in  proper  form  by  Firstar Trust Company.   See  "PURCHASE  OF
CAPITAL STOCK" for a description of certain arrangements the Fund
may   enter  into  with  Processing  Intermediaries  to   process
redemption requests on an expedited basis.
    
      Shareholders  who  have  an individual  retirement  account
("IRA")  or other retirement plan must indicate on their  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 Disclosure  Statement
for any applicable fees.

      The  redemption price per share will be the net asset value
next  computed after the time of receipt by Firstar Trust Company
(or by an Authorized Agent of the Fund) of the certificate(s)  or
written  request in the proper form set forth above, or  pursuant
to  proper telephone instructions (see below).  The determination
of  the net asset value for a particular day is applicable to all
requests  for the redemption of shares received at or before  the
close   of   regular  trading  on  the  Exchange  on  that   day.
Accordingly, shares tendered for redemption on a day the Exchange
is  open for trading, prior to the close of trading on that  day,
will  be valued as of the close of trading on that day.  Requests
for  redemption of shares received after the close of trading  on
the  Exchange will be based on the net asset value determined  as
of the close of trading on the next day of Exchange is open.

      All redemptions will be processed immediately upon request.
Redemption proceeds will be made payable to the account  owner(s)
and  mailed  to  the  address of record.  The  Fund  will  return
redemption requests that contain restrictions as to the  time  or
date  redemptions are to be effected.  Redemption proceeds to  be
wired will normally be wired on the next business day after a net
asset value is determined.  There is a $12.00 charge to wire  the
redemption proceeds.  The Fund reserves the right to hold payment
up  to  twelve days or until satisfied that investments  made  by
check  have been collected.  Payment for shares redeemed will  be
made  within  seven days after redemption.  Shares cease  earning
dividends on the date of redemption.

      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.

     Although not anticipated, it is possible that conditions may
arise  in  the future which would, in the opinion of  the  Fund's
Adviser  or Board of Directors, make it undesirable for the  Fund
to pay for all redemptions in cash.  In such cases, the Board may
authorize  payment  to be made in portfolio securities  or  other
property  of  the  Fund.  However, the Fund has obligated  itself
under  the Investment Company Act of 1940 to redeem for cash  all
shares  presented  for redemption by any one  shareholder  up  to
$250,000 (or 1% of the Fund's net assets if that is less) in  any
90-day  period.   Securities delivered in payment of  redemptions
would  be  valued at the same value assigned to them in computing
the  net  asset  value  per share.  Shareholders  receiving  such
securities would incur brokerage costs when these securities  are
sold.

      Telephone  redemption  is  automatically  extended  to  all
accounts  in  the  Fund  unless this  privilege  is  declined  in
writing.   This option does not apply to IRA accounts and  master
retirement  plans  for  which  Firstar  Trust  Company  acts   as
custodian.   Telephone redemptions can only be  made  by  calling
Firstar Trust Company at (414) 276-0535 or (800) 544-6547.  In an
effort  to prevent unauthorized or fraudulent redemption requests
by  telephone, the Fund and its transfer agent employ  reasonable
procedures  to  confirm that such instructions are  genuine.   In
addition  to account registration information, shareholders  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  New  York
Stock Exchange (usually 4:00 p.m., New York time) to receive that
day's net asset value.  There will be no exceptions due to market
activity.   The  maximum  telephone  redemption  is  $25,000  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  is believed advisable to do so.  Procedures for redeeming
Fund  shares  by telephone may be modified or terminated  at  any
time by the Fund or Firstar Trust Company.  Neither the Fund  nor
Firstar  Trust Company will be liable for following  instructions
communicated  by  telephone  that it reasonably  believes  to  be
genuine.

      The  shareholder may instruct Firstar Trust Company 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 Trust Company 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 Fund does not consider the U.S.  Postal Service or other
independent  delivery  services to  be  its  agents.   Therefore,
deposit  in the mail or with such services, or receipt at Firstar
Trust  Company's Post Office Box of redemption requests does  not
constitute receipt by Firstar Trust Company or the Fund.  DO  NOT
mail letters by overnight courier to the Post Office Box address.
Correspondence mailed by overnight courier should be sent to  the
Firstar  Trust  Company, Third Floor, 615 East  Michigan  Street,
Milwaukee, Wisconsin 53202.


		      SIGNATURE GUARANTEES

      A  signature guarantee of each owner is required to  redeem
shares  in  the  following situations, for all size transactions:
(i)  if  you  change  the ownership on your  account;  (ii)  upon
redemption of shares when certificates have been issued for  your
account;  (iii) when you want the redemption proceeds sent  to  a
different  address  than is registered on the account;  (iv)  for
both certificated and uncertificated shares, if the proceeds  are
to  be  made payable to someone other than the account  owner(s);
(v)  any redemption proceeds transmitted by federal wire transfer
to  your bank not previously set up with the Fund; and (vi) if  a
change  of  address  request has been received  by  the  Fund  or
Firstar  Trust  Company  within  the  last  15  days.   Signature
guarantees  will be required for all redemptions of  $100,000  or
more  from  any  shareholder account in the  Nicholas  Family  of
Funds.   A  redemption will not be processed until the  signature
guarantee is received in proper form.  A notary public is not  an
acceptable guarantor.


       EXCHANGE PRIVILEGE TO OTHER NICHOLAS COMPANY FUNDS

     If a shareholder chooses to exercise the exchange privilege,
the  shares will be exchanged at their next determined net  asset
value.   When  an exchange into the Nicholas Money  Market  Fund,
Inc.  would involve investment of the exchanged amount on  a  day
when  the  New  York Stock Exchange is open for trading  but  the
Federal  Reserve  Banks are closed, shares of the  Fund  will  be
redeemed  on the day upon which the exchange request is received;
however, issuance of Nicholas Money Market Fund, Inc. shares  may
be  delayed  an  additional day in order to  avoid  the  dilutive
effect  on  return (i.e. reduction in net investment  income  per
share) which would result from issuance of such shares on  a  day
when  the exchanged amount cannot be invested.  In such  a  case,
the  exchanged  amount would not be invested  for  this  one  day
period.

     Shareholders interested in exercising the exchange privilege
must  obtain  the  appropriate prospectus from Nicholas  Company,
Inc.  An exchange constitutes a sale for federal tax purposes and
a  capital  gain  or  loss  will be realized  upon  the  exchange
depending upon whether the net asset value at the time is more or
less  than the shareholder's cost.  An exchange between the funds
involving  master  retirement  (Keogh)  plan  and  IRA   accounts
generally  will not constitute a taxable transaction for  federal
tax purposes.

      The  exchange privilege may be terminated or modified  only
upon 60 days' advance notice to shareholders; however, procedures
for  exchanging  Fund  shares by telephone  may  be  modified  or
terminated  at  any  time by the Fund or Firstar  Trust  Company.
Shareholders   are  reminded,  however,  that  Nicholas   Limited
Edition,  Inc.  is restricted in size to 10 million  shares,  and
that  the exchange privilege into that fund may be terminated  or
modified at a time when the maximum is reached.

      Shares  of  the Fund may be exchanged for shares  of  other
investment companies for which Nicholas Company, Inc.  serves  as
the  investment  adviser.  Nicholas Company,  Inc.  is  also  the
investment  adviser to Nicholas II, Inc., Nicholas  Income  Fund,
Inc., Nicholas Limited Edition, Inc., Nicholas Money Market Fund,
Inc.,  and Nicholas Equity Income Fund, Inc.  Nicholas  II,  Inc.
and  Nicholas  Limited Edition, Inc. both have  an  objective  of
long-term  growth  in which income is a secondary  consideration.
Nicholas Income Fund, Inc.'s investment objective is to seek high
current  income consistent with the preservation and conservation
of  capital  value.   Nicholas Money Market  Fund,  Inc.  has  an
investment  objective of achieving as high  a  level  of  current
income  as  is  consistent with preserving capital and  providing
liquidity.    Nicholas  Equity  Income  Fund,  Inc.  has  as  its
investment  objective to produce reasonable income  and  moderate
long-term growth.  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   the  investor  through   written   request.
Shareholders  interested  in  exercising  the  exchange  by  mail
privilege  may  obtain the appropriate prospectus  from  Nicholas
Company,  Inc.   Signatures required are the same  as  previously
explained under "REDEMPTION OF CAPITAL STOCK."

       EXCHANGE  BY  TELEPHONE.   Shareholders  may  exchange  by
telephone  among all funds for which the Nicholas  Company,  Inc.
serves as investment adviser.

      Only  exchanges  of  $500  or  more  will  be  executed  by
telephone.   Firstar Trust Company 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.   Four telephone exchanges during  any  twelve
month  period, per account will be allowed.  An exchange consists
of a move from one fund to another fund.

      The  Fund reserves the right to refuse a telephone exchange
if  it is believed advisable to do so.  Procedures for exchanging
Fund  shares  by telephone may be modified or terminated  at  any
time by the Fund or Firstar Trust Company.  Neither the Fund  nor
Firstar Trust Company will be responsible for the authenticity of
exchange instructions received by telephone.

      Telephone  exchanges can only be made  by  calling  Firstar
Trust  Company at (414) 276-0535 or (800) 544-6547. You  will  be
required to provide pertinent information regarding your  account
(social  security  number and account  number).   Calls  will  be
recorded.


		   TRANSFER OF CAPITAL STOCK

      Shares of the Fund may be transferred 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.   If  shares  are  represented  by
certificates,  the certificates representing  the  shares  to  be
transferred  must  be delivered to the Fund,  c/o  Firstar  Trust
Company,   P.O.   Box  2944,  Milwaukee,  Wisconsin   53201-2944,
accompanied  by appropriate written instructions and endorsed  or
accompanied  by an instrument of transfer and guaranteed  in  the
same manner as described under "Redemption of Capital Stock."  If
no   certificates   have  been  issued,  then   signed,   written
instructions  must  be delivered to the Fund, c/o  Firstar  Trust
Company.  The instructions must be signed exactly as provided  in
"Redemption  of  Capital  Stock" for  redemption  of  shares  not
represented   by   certificates.   Documents   and   instructions
necessary to transfer capital stock can be obtained by writing or
calling  Firstar Trust Company (414-276-0535 or 800-544-6547)  or
Nicholas  Company, Inc. (414-272-6133 or 800-227-5987)  prior  to
submitting any transfer requests.


		DETERMINATION OF NET ASSET VALUE

     The net asset value of a share is determined by dividing the
total value of the net assets of the Fund 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  total
assets.   The  net asset value is determined as of the  close  of
regular  trading on the New York Stock Exchange on each day  that
the Exchange is open for regular unrestricted trading.

      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.   Other securities will be valued at the current  bid
price.   Any securities for which there are no readily  available
market quotations will be valued at fair value, as determined  in
good faith by the Board of Directors.  Odd lot differentials  and
brokerage  commissions  will be excluded in  calculating  values.
All  assets other than securities will be valued at their current
fair value as determined in good faith by the Board of Directors.


	    INCOME, DIVIDENDS AND FEDERAL TAX STATUS

Federal Tax Status of the Fund

      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   (after
utilization of any available capital loss carryovers) in  one  or
more  distributions with respect to each fiscal  year.   However,
the  Code  contains  a  number  of  complex  tests  relating   to
qualification  as a regulated investment company which  the  Fund
possibly might not meet in any particular year.  If the Fund does
not  qualify as a "regulated investment company" under the  Code,
it  would be treated for tax purposes as an ordinary corporation,
and all its taxable income will be taxed to the Fund at corporate
rates.

      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 gain net income for the one-year period ending  on
October  31 of such calendar year.  In addition, an amount  equal
to any undistributed investment company taxable income or capital
gain  net  income 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.

Dividends and Distributions

     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.
Long-term capital gains istributed by  the  Fund  will retain the
character that it had at the Fund level.  The Taxpayer Relief Act
of 1997 reduced the maximum tax   rate on long-term capital gains
from 28% to 20%.  This  reduced   rate  generally   applies    to
securities held more than 18  months.  Subsequent legislation has
reduced the 18 month holding period  to  12  months  for security
transactions  on  and  after  January 1, 1998. Income distributed
from the Fund's net investment income and net realized short-term
capital  gains  are  taxable  to shareholders as ordinary income.
Distributions tentatively will be made  in  May  and  December of
each year.  Shareholders will be advised of the source or sources
and tax treatment of any distribution.

      Since  at the time of purchase of shares the Fund may  have
undistributed income or capital gains included in the computation
of  the  net  asset value per share, 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 net asset value per share.

       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.

Backup Withholding of Dividends and Redemption Payments

     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, an investor must certify under penalties of perjury that
the  taxpayer  identification number  supplied  to  the  Fund  is
correct and that he is not subject to backup withholding.

      THE FOREGOING TAX DISCUSSION RELATES SOLELY TO U.S. FEDERAL
TAXES  AND  IS  NOT INTENDED TO BE A COMPLETE DISCUSSION  OF  ALL
FEDERAL TAX CONSEQUENCES. SHAREHOLDERS SHOULD CONSULT WITH A  TAX
ADVISER  CONCERNING THE APPLICATION OF FEDERAL, STATE  AND  LOCAL
TAXES TO AN INVESTMENT IN THE FUND.


		   DIVIDEND REINVESTMENT PLAN

      Unless  a  shareholder elects to accept cash, all dividends
and  capital gains distributions are automatically reinvested  in
shares  of  the  capital stock of the Fund through  the  Dividend
Reinvestment Plan.  An election to accept cash may be made on the
application to purchase capital stock of the Fund, by  telephone,
or  by  separate written notification.  All reinvestments are  at
the  net  asset  value  per  share  in  effect  on  the  dividend
distribution  date and are credited to the shareholder's  account
in  full shares and fractional shares, if necessary, (computed to
three  decimal places).  Shareholders will receive a confirmation
showing  the  number of shares purchased and the price  following
each  reinvestment.   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.

      Shareholders  may  withdraw from  or  thereafter  elect  to
participate  in  the Dividend Reinvestment Plan at  any  time  by
giving  in  writing  or  by  telephone notice  to  Firstar  Trust
Company.   An election must be received by Firstar Trust  Company
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  Dividend
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  Dividend
Reinvestment  Plan  at  any  time  30  days'  written  notice  to
participants.


		   SYSTEMATIC WITHDRAWAL PLAN

      Shareholders who have purchased or currently own $10,000 or
more  of  Fund  shares at the current market  value  may  open  a
Systematic   Withdrawal  Plan  and  receive  monthly,  quarterly,
semiannual  or annual checks for any designated amount.   Firstar
Trust Company reinvests all income and capital gain dividends  in
shares  of  the Fund.  Shareholders may add shares  to,  withdraw
shares from, or terminate the plan, at any time.  Each withdrawal
may  be  a taxable event to the shareholder.  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, the plan may be terminated by Firstar Trust
Company  upon written notice mailed to the shareholders.   Please
contact Nicholas Company, Inc. for copies of the plan documents.


		 INDIVIDUAL RETIREMENT ACCOUNTS
   
      Individuals who qualify may be able to establish their  own
tax-sheltered IRA plans. .The Fund offers prototype IRA plans for
adoption by individuals who qualify, including a traditional IRA,
a  Roth IRA and/or an education IRA.  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.

      Individuals  who  receive compensation, including  earnings
from self-employment, may be entitled to make contributions to  a
traditional  IRA.  Taxation of the income and  gains  paid  to  a
traditional  IRA by the Fund is deferred until distribution  from
the IRA.

      The Taxpayer Relief Act of 1997 has created a new Roth IRA.
While  contributions to a Roth IRA are not currently  deductible,
amounts  within  the  account 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), calculated in the aggregate with contributions to
traditional   IRAs.   Tax  benefits  are  phased  out   after   a
shareholder obtains a certain income level.

      The  Taxpayer Relief Act of 1997 also has created  the  new
education  IRA.   Like  the  Roth  IRA,  contributions  are  non-
deductible, but the investment earnings accumulate tax free,  and
distributions used for higher education expenses are not taxable.
Contribution limits are $500 per account.  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 taxpayers to consult with their  personal  tax
adviser to determine the deductibility of their IRA contributions
   
    

      The  Firstar Trust Company, Milwaukee, Wisconsin serves  as
custodian  and  furnishes services for the Fund's  IRA  plans  as
required by ERISA.  The custodian is required to invest all  cash
contributions,  dividends  and  capital  gains  distributions  in
shares  of  the  Fund.   The  custodian  currently  charges   the
following  fees  against  each  participant's  account  for   its
services:   $12.50  ($25.  for  two  or  more  accounts)   annual
maintenance  fee; $15 for transfer to a successor  trustee;   $15
for final distribution to participant; $12. for any outgoing wire
transfer and $15 for refunding any contribution in excess of  the
deductible  limit.   These  fees  are  subject  to  change.   The
custodian will purchase and redeem shares of the Fund in the same
manner  as  set  forth  under "PURCHASE  OF  CAPITAL  STOCK"  and
"REDEMPTION OF CAPITAL STOCK," provided that before shares can be
redeemed in an individual retirement account, the custodian  must
have  on  file  a  written  notice  together  with  any  required
withholding  information of such termination  setting  forth  the
effective date thereof.

      As  changes  occur  from  time  to  time  in  existing  IRA
Regulations,   it   is  important  that  you  obtain   up-to-date
information  from  the Fund before opening an IRA.   Consultation
with a tax adviser regarding the tax consequences of the Plan  is
recommended.


	      SELF-EMPLOYED MASTER RETIREMENT PLAN

      The  Fund  has available a master retirement plan (formerly
called    a    Keogh   Plan)   for   self-employed   individuals.
Participating  employers may adopt either the profit  sharing  or
money  purchase  portion  of the Plan,  or  both.   The  Internal
Revenue  Service  has  approved the Plan as qualified  under  the
Self-Employed Individuals Tax Retirement Act of 1962, as amended.
It will operate in compliance with that Act.

      Under  such  a  plan, a self-employed  individual,  who  is
eligible,   may   deduct   for  federal  income   tax   purposes,
contributions subject to the limitations set forth  in  the  Plan
and Internal Revenue Code.  The Firstar Trust Company, Milwaukee,
Wisconsin  serves  as custodian and furnishes  services  for  the
master retirement plan as required by that Act. The custodian  is
required to invest all cash contributions, dividends and  capital
gains  distributions  in  shares  of  the  Fund.   The  custodian
currently  charges the following fees against each  participant's
account  for  its  services, which fees are  subject  to  change:
$12.50 ($25. for two or more accounts) annual maintenance fee per
participant account; $15 for a transfer to successor trustee; $15
for  final distribution to a participant; $12.00 for any outgoing
wire  transfer;  and $15 for refund of excess contribution.   Any
person  seeking additional information or wishing to  participate
in the Plan may contact the Fund.

      As  changes  occur  from time to time  in  existing  master
retirement  plan  regulations, it is important  that  you  obtain
up-to-date  information  from the Fund before  opening  a  master
retirement  plan.  Consultation with a tax adviser regarding  the
tax consequences of the Plan is recommended.


			   BROKERAGE
   
      The  Adviser is responsible for decisions to buy  and  sell
securities  for  the  Fund and for the placement  of  the  Fund's
investment business and the negotiations of the commissions to be
paid  on  such transactions.  The Adviser, selects  a  broker  or
dealer for the execution of 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 issuers of securities and  events  and
current  conditions in specific industries, and the rendering  of
advice regarding general economic conditions affecting the  stock
market and the economy.

      Section  28(e)  of  the Securities  Exchange  Act  of  1934
("Section  28(e)") permits an investment adviser,  under  certain
circumstances, to cause an account 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.
    
      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 are also considered
in  view  of  the  value of the research, statistical  and  price
quotation  services,  if any, rendered by the  broker  or  dealer
through whom a transaction is placed.
   
      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.  The Adviser may cause the Fund to pay  a
broker,  which  provides brokerage and research services  to  the
Adviser,  a commission for effecting a securities transaction  in
excess  of  the  amount  another broker 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 it is determined by the Adviser 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.  However,  commissions
paid are generally lower than those paid prior to the elimination
of fixed minimum rates in 1975 and are no higher than rates which
could  be  obtained from other brokers or dealers who would  also
furnish   comparable   supplemental  research   and   statistical
services.   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.
   
     Furthermore, the Adviser has adopted procedures that provide
generally  for  the Adviser to bunch orders for the  purchase  or
sale  of  the  same  security for the Fund,  other  mutual  funds
managed  by the Adviser, and other advisory clients.  The Adviser
will  bunch orders when it deems it to be appropriate and in  the
best  interest of the client accounts.  When a bunched  order  is
filled  in  its entirety, each participating client account  will
participate at the average share price for the bunched  order  on
the  same business day, and the transaction costs shall be shared
pro  rata  based  on each client's participation in  the  bunched
order.   When  a  bunched  order is only  partially  filled,  the
securities  purchased will be allocated on a pro  rata  basis  to
each client account participating in the bunched order based upon
the  initial amount requested for the account (subject to certain
exceptions)  and each participating account will  participate  at
the  average  share  price  for the bunched  order  on  the  same
business day.
    
      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.

      Brokerage  commissions paid by the Fund during  the  fiscal
year   ended  March  31,  1998  totaled  $2,171,882.    Brokerage
commissions  paid by the Fund during the fiscal year ended  March
31,  1997  and  March 31, 1996 totaled $1,501,852 and  $1,882,028
respectively.  The Fund's portfolio turnover rates  were  17.01%,
15.18%,  and  25.70%, respectively, for the  fiscal  years  ended
March 31, 1998, March 31, 1997 and March 31, 1996.


		     PRINCIPAL SHAREHOLDERS

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


			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.
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 = nth root of ERV
						 -----  - 1
						   P



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.


			      One Year       Five Year        Ten Year
			      -------        ---------        --------
Total Return                  +50.98%       +154.26%          +416.21%
Average Annual Total Return   +50.98%        +20.52%          + 17.84%


       For   purposes   of  these  calculations,  the   following
assumptions are made: (1) all dividends and distributions by  the
Fund  are  reinvested at the net asset value  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; and (4) the one
year, five year and ten year periods end on March 31, 1998.

      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.


		  DESCRIPTION OF CAPITAL STOCK

      The Fund has an authorized capital of 200,000,000 shares of
common stock, $0.50 par value.  All shares are of the same  class
with equal rights and privileges.  Each share is entitled to  one
vote  and  to  participate equally in dividends and distributions
declared  by  the  Fund, and on liquidation, in  its  net  assets
remaining   after   satisfaction  of   outstanding   liabilities.
Fractional  shares have the same rights, proportionately,  as  do
full  shares.  Fund shares are fully paid and nonassessable  when
issued  and  have  no preemptive, conversion or exchange  rights.
Shareholders  are entitled to redeem shares as  set  forth  under
"REDEMPTION OF CAPITAL STOCK".

       Fund   shares  do  not  have  cumulative  voting   rights.
Therefore, the holders of more than half of the shares voting for
the  election of directors are able to elect all of the directors
and, in such event, the holders of the remaining shares so voting
will not be able to elect any 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 Trust Company,
and  direct  that  his account be credited with  the  shares.   A
shareholder  may direct Firstar Trust Company in writing  at  any
time to issue a certificate for his shares without charge.  If  a
shareholder  requests  certificates at any  time  other  than  in
connection  with  an  initial  purchase,  the  request  must   be
accompanied by a signature guarantee.


			 ANNUAL MEETING

      The  State  of  Maryland business corporation  law  permits
registered  investment companies, such as the  Fund,  to  operate
without   an  annual  meeting  of  shareholders  under  specified
circumstances  if  an  annual meeting  is  not  required  by  the
Investment Company Act of 1940, as amended.  The Fund has adopted
the  appropriate  provisions in its By-Laws  and  will  not  hold
annual  meetings  of shareholders, including  for  the  following
purposes  unless  otherwise required to do so:  (1)  election  of
directors; (2) approval of any investment advisory agreement; (3)
ratification  of the selection of independent auditors;  and  (4)
approval of a distribution agreement.


	      COMMUNICATIONS BETWEEN SHAREHOLDERS

      In  the  event  the  Fund is not required  to  hold  annual
meetings  of  shareholders to elect directors by  virtue  of  the
amendment  to Maryland law described under "Annual Meeting,"  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 Investment Company Act of 1940, as amended.


		      SHAREHOLDER REPORTS

      Shareholders will be provided at least semiannually with  a
report  or a current prospectus showing the Fund's portfolio  and
other   information,  including  an  annual  report  or   current
prospectus containing financial statements audited by the  Fund's
independent  public  accountants, Arthur Andersen  LLP,  for  the
fiscal  year ending March 31 of each year.  Inquiries  concerning
the Fund may be made by calling (414) 272-6133 or (800) 227-5987,
or  by  writing  to Nicholas Fund, Inc., 700 North Water  Street,
Suite  1010,  Milwaukee,  Wisconsin 53202,  Attention:  Corporate
Secretary.

			YEAR 2000 ISSUES
   
      The  "Year 2000" issue presents a significant technological
challenge for the securities industry.  Due to the limited memory
and the high cost of storage space associated with early computer
equipment,  the century was implied rather than actually  stored.
As  a result, many computer systems are unable to interpret dates
beyond 1999.  Software and hardware which is not designed to work
across centuries may potentially malfunction on January 1,  2000.
Because  dates are part of every securities transaction, accurate
date calculations are critical.
    

		  CUSTODIAN AND TRANSFER AGENT

      The  Firstar  Trust  Company,  P.O.  Box  2944,  Milwaukee,
Wisconsin  53201-2944,  (telephone no. 414-276-0535  or  800-544-
6547), acts as custodian of all cash and securities of the  Fund.
As custodian, the Trust Company holds all securities and cash for
the  Fund (except for cash maintained in an expense account  with
the Firstar Bank Milwaukee, N.A., Milwaukee, Wisconsin), 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.   The  Trust  Company  does not  exercise  any  supervisory
function over the management of the Fund, the purchase or sale of
securities or the payment of distributions to shareholders.   The
Trust Company also acts as transfer agent.


		      COUNSEL AND AUDITORS

      Davis  & Kuelthau, S.C., Milwaukee, Wisconsin, counsel  for
the  Fund and the Adviser, have passed upon the legality  of  the
shares offered by this Prospectus.  Arthur Andersen LLP has  been
selected as the independent auditors for the Fund for the  fiscal
year ending March 31, 1999.


		     FINANCIAL INFORMATION

      The  financial  statements and other financial  information
relating  to the Fund contained in the Annual Report of the  Fund
for the fiscal year ended March 31, 1998, are incorporated herein
by reference.


	      STATEMENT OF ADDITIONAL INFORMATION





		      NICHOLAS FUND, INC.



		       Investment Adviser
		     Nicholas Company, Inc.
			   Milwaukee
			 (414) 272-6133
		       


	 Custodian, Transfer Agent and Disbursing Agent
		     Firstar Trust Company
			   Milwaukee
			 (414) 276-0535


		 Independent Public Accountants
		      Arthur Andersen LLP
			   Milwaukee


			    Counsel
		     Davis & Kuelthau, S.C.
			   Milwaukee


		    700 North Water Street
		   Milwaukee, Wisconsin 53202
		     www.nicholasfunds.com

						     July 30, 1998








			   Form N-1A








		   PART C:  OTHER INFORMATION


		   PART C.  OTHER INFORMATION


Item 24.  Financial Statements and Exhibits

      (a)  Financial Statements:  Condensed Financial Information
incorporated  herein by reference to Part A of this  registration
statement.

      (b)  Exhibits:  All exhibits required to be filed with this
Form  N-1A,  pursuant to Item 24(b) thereof, 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  Commission,  as
indicated in such Exhibit Index.


Item 25.  Persons Controlled by or Under Common Control with
Registrant

      There is no person known to Registrant to own more than  5%
of   its  outstanding  common  stock.  Accordingly,  other   than
Registrant's Board of Directors, no person controls Registrant.

     Registrant does not control any other person.

      Registrant, Nicholas Income Fund, Inc., Nicholas II,  Inc.,
Nicholas Limited Edition, Inc., Nicholas Money Market Fund, Inc.,
and  Nicholas Equity Income Fund, Inc. are advised  by  the  same
investment adviser, Nicholas Company, Inc.


Item 26.  Number of Holders of Securities

     As of March 31, 1998, the number of record holders was:


	     Title of Class              Number of Record Holders
	     --------------              ------------------------
	      Common Stock                       158,006   

Item 27.  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 28.  Business and Other Connections of Investment Adviser

     None.


Item 29.  Principal Underwriters

     None.


Item 30.  Location of Accounts and Records

     Registrant, at its principal office, 700 North Water Street,
Milwaukee,  Wisconsin,  and  Firstar  Trust  Company,  615   East
Michigan  Avenue,  Milwaukee, Wisconsin,  maintain  the  required
accounts and records.


Item 31.  Management Services

     None.


Item 32.  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;  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, the  Registrant  hereby
certifies that it meets all of the requirements for effectiveness
of  this  Registration  Statement under  Rule  485(b)  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 30th day of July, 1998.


			      NICHOLAS FUND, INC.
			      
			      
			      By: /s/ Albert O. Nicholas
			      ---------------------------
				  Albert O. Nicholas
				  President and Director



      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in the capacities and on the dates indicated.


	  Signature                   Title                    Date
	  ---------                   -----                    ---- 

      /s/ Albert O. Nicholas       President and            July 30, 1998
      ------------------------     Director                           
	  Albert O. Nicholas              

      /s/ Jeffrey T. May
      ------------------------     Senior Vice-President    July 30, 1998
	  Jeffrey T. May           and Treasurer 
      
      /s/ Melvin Schultz
      ------------------------     Director                 July 30, 1998
	  Melvin L. Schultz
      
      /s/ Richard Seaman
      ------------------------     Director                 July 30, 1998
	  Richard Seaman                                   



		    By: /s/ Jeffrey T. May
		   ------------------------
			    Jeffrey T. May

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

			LIST OF CONSENTS


1.   Consent of Davis & Kuelthau, S.C.
     (included in Exhibit (b)(10))

2.   Consent of Arthur Andersen LLP
     (included as Exhibit (b)(18))

			  EXHIBIT INDEX
							 Sequential
Exhibit No.               Description                     Page No.
							     
(b)(1)    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)(2)    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].

(b)(4)    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].

(b)(5)    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].

(b)(8)    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].

(b)(10)   Opinion of Davis & Kuelthau, S.C., concerning  _______
	  the  legality  of Registrant's common  stock,
	  including  attorney's consent to the  use  of
	  such opinion.

(b)(12)   Statement   of  assets  and  liabilities   of  _______
	  Registrant,   including   the   schedule   of
	  investments,  as of March 31, 1998,  and  the
	  related statement of operations for the  year
	  then  ended,  statement  of  changes  in  net
	  assets  for  each  of the two  years  in  the
	  period  ended  March 31, 1998,  and  the  per
	  share income and capital changes for each  of
	  the  ten years in the period ended March  31,
	  1998  [included  in  the  Annual  Report   to
	  Shareholders  of Registrant  for  the  fiscal
	  year ended March 31, 1998].

(b)(14)   Retirement  plans in conjunction  with  which    *
	  Registrant offers its securities pursuant  to
	  a  Prototype IRA Plan and a Master Retirement
	  Plan [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)(16)   Schedule   for  computation  of   performance  _______
	  quotation  provided in response to  Item  22,
	  Form N-1A.

(b)(17)   Financial    Data   Schedule   meeting    the  _______
	  requirements of Rule 483 under the Securities
	  Act of 1933.

(b)(178   Consent  of  Arthur Andersen LLP, independent  _______
	  public accountants.

(b)(19)   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.