UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM N-CSRCERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENTCOMPANIESInvestment Company Act file number811-01728Nicholas Fund, Inc.(Exact Name of Registrant as specified in charter)700 North Water Street, Milwaukee, Wisconsin 53202(Address of Principal Executive Offices)

   (Zip Code)Jeffrey T. May, Senior Vice President, Secretary and Treasurer700 North Water StreetMilwaukee, Wisconsin 53202(Name and Address of Agent for Service)
  Registrant's telephone number, including area code:414-272-4650Date of fiscal year end:03/31/2013Date of reporting period:03/31/2013Item 1. Report to Stockholders.


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ANNUAL REPORTMarch 31, 2013 NICHOLAS FUND, INC.   700 NORTH WATER STREETMILWAUKEE, WISCONSIN 53202WWW.NICHOLASFUNDS.COM


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NICHOLAS FUND, INC. April 2013 Report to Fellow Shareholders: For the fiscal year ended March 31, 2013, Nicholas Fund produced a 21.52% total return compared to 13.96% for the Standard & Poor’s 500 Index. Our relative performance for all time periods listed in the table below is favorable. At March 31, 2013, Nicholas Fund was fully invested with 2.99% cash. The diversified portfolio consisted of 41 equities. The ten top holdings and sector diversification are included within this report. Looking at the Fund’s holdings compared to its benchmark, the S&P 500 Index, sector overweighting in health care helped the Fund’s performance as did the Fund’s underweighting in information technology. The Fund’s stock selection within these two sectors also contributed to the Fund’s better return relative to its benchmark. On an absolute basis, Gilead Sciences, Valeant Pharmaceuticals, Affiliated Managers Group, Walgreen Co. and Stepan Company helped the Fund’s performance while Johnson Controls, Jos. A. Bank Clothiers, Apache, Kirby and Teva Pharmaceutical Industries hurt performance during the fiscal year. Returns for Nicholas Fund, Inc. and selected indices are provided in the chart below for the period ended March 31, 2013. Average Annual Total Return1 Year

   

   

   3 Year

   

   

   5 Year

   

   

   10 Year

   

   

   Life

   (1)Nicholas Fund, Inc

   

   21.52

   %

   

   16.01

   %

   

   11.16

   %

   

   10.63

   %

   

   10.94

   %Standard & Poor's 500 Index

   

   13.96

   %

   

   12.67

   %

   

   5.81

   %

   

   8.53

   %

   

   9.91

   %Consumer Price Index

   

   1.48

   %

   

   2.24

   %

   

   1.71

   %

   

   2.37

   %

   

   4.31

   %Ending value of $10,000 investedin Nicholas Fund, Inc

   $

   12,152

   

   $

   15,612

   

   $

   16,976

   

   $

   27,450

   

   $

   934,800Fund's Expense Ratio(from 07/31/12 Prospectus including Acquired Funds Fees and Expenses): 0.77%(2)
  (1)The life of the Fund is 43.7 years from the date of its initial public offering, July 14, 1969. Starting time period for the Standard & Poor's 500 Index and the Consumer Price Index was June 30, 1969. (2)The expense ratio does not correlate to the ratio of expenses to average net assets provided in the Fund's financial highlights. The financial highlights reflect the operating expenses of the Fund and do not include the indirect expenses incurred as a result of acquiring investments in shares of one or more other investment companies (Acquired Fund Fees and Expenses). Performance data quoted represents past performance and is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.nicholasfunds.com/returns.html. The Fund's returns are reduced by expenses, while the market indices are not. The ending values above illustrate the performance of a hypothetical $10,000 investment made in the Fund over the timeframes listed. Assumes reinvestment of dividends and capital gains. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. These figures do not imply any future performance. The economic recovery from the “Great Recession” of 2008-2009 has been slow and uneven. We would describe the outlook as positive but fragile. Of most concern in the United States is the U.S. Government’s unsustainable debt level and excessive spending, high unemployment and the Obama administration’s anti-business attitude. On the other hand, corporate profits have been strong, and the Federal Reserve has continued to keep interest rates


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low. As long as inflation stays in check, as at present, the Fed intends to stay accommodative. Moreover, the housing and real estate markets have been improving, which, combined with the strong stock market, could improve consumer net worth and spending potential. The stock market has been making new all-time highs, having more than doubled from the lows of March 9, 2009. This tends to make us more cautious. However, stock valuations are not excessive, the Fed is still pumping money into the economy, bonds (fixed income) seem relatively unattractive, and many institutions and individuals are underinvested in equities. Anecdotally, it seems some investors have “missed the boat” in the market recovery. One final thought may be of interest, $10,000 invested in Nicholas Fund on July 14, 1969, the day of our initial public offering, is now worth $934,800 at March 31, 2013. This illustrates the dynamic power of finding a good investment vehicle, being patient, and enjoying the “miracle” of compounding. Thank you for your commitment to the Nicholas Fund. Sincerely,   Mutual fund investing involves risk. Principal loss is possible. Investing in small and medium sized companies involves greater risks than those associated with investing in large company stocks, such as business risk, stock price fluctuations and liquidity. Please refer to the Schedule of Investments in the report for complete Fund holdings information. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. Diversification does not assure a profit or protect against loss in a declining market. The S&P 500 Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. The Consumer Price Index represents changes in prices of all goods and services purchased for consumption by urban households. One cannot invest directly in an index. Must be preceded or accompanied by a prospectus. The Nicholas Funds are distributed by Quasar Distributors, LLC.


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COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN NICHOLAS FUND, INC. AND S&P 500 INDEX The line graph which follows compares the initial account value and subsequent account value at the end of each of the most recently completed ten fiscal years of the Fund, to the same investment over the same periods in the S&P 500 Index. The graph assumes a $10,000 investment in the Fund and the index at the beginning of the period.   The Fund’s average annual total returns for the one-, five- and ten-year periods ended on the last day of the most recent fiscal year are as follows: One Year Ended

   

   Five Years Ended

   

   Ten Years EndedMarch 31, 2013

   

   March 31, 2013

   

   March 31, 2013Average Annual Total Return

   21.52

   %

   11.16

   %

   10.63

   %
  Past performance is not predictive of future performance, and the above graph and table do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. – 3–


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Financial Highlights (NICSX)For a share outstanding throughout each periodYears Ended March 31,2013

   

   

   2012

   

   

   2011

   

   

   2010

   

   

   2009NET ASSET VALUE, BEGINNING OF PERIOD

   $

   47.85

   

   $

   48.18

   

   $

   44.00

   

   $

   27.71

   

   $

   45.03INCOME (LOSS) FROMINVESTMENT OPERATIONSNet investment income

   

   .09

   

   

   .14

   

   

   .09

   

   

   .04

   

   

   .18Net gain (loss) on securities(realized and unrealized)

   

   9.70

   

   

   3.07

   

   

   7.87

   

   

   16.34

   

   

   (12.72

   )Total from investment operations

   

   9.79

   

   

   3.21

   

   

   7.96

   

   

   16.38

   

   

   (12.54

   )LESS DISTRIBUTIONSFrom net investment income

   

   (.02

   )

   

   (.19

   )

   

   (.03

   )

   

   (.09

   )

   

   (.17

   )From net capital gain

   

   (2.61

   )

   

   (3.35

   )

   

   (3.75

   )

   

   —

   

   

   (4.61

   )Total distributions

   

   (2.63

   )

   

   (3.54

   )

   

   (3.78

   )

   

   (.09

   )

   

   (4.78

   )NET ASSET VALUE, END OF PERIOD

   $

   55.01

   

   $

   47.85

   

   $

   48.18

   

   $

   44.00

   

   $

   27.71TOTAL RETURN

   

   21.52

   %

   

   7.40

   %

   

   19.62

   %

   

   59.21

   %

   

   (31.70

   )%SUPPLEMENTAL DATA:Net assets, end of period (millions)

   $

   1,976.0

   

   $

   1,686.5

   

   $

   1,673.9

   

   $

   1,513.1

   

   $

   1,033.2Ratio of expenses to average net assets

   

   .74

   %

   

   .75

   %

   

   .76

   %

   

   .78

   %

   

   .77

   %Ratio of net investment incometo average net assets

   

   .18

   %

   

   .31

   %

   

   .20

   %

   

   .11

   %

   

   .50

   %Portfolio turnover rate

   

   25.23

   %

   

   20.60

   %

   

   22.10

   %

   

   27.84

   %

   

   31.79

   %
  The accompanying notes to financial statements are an integral part of these highlights. – 4–


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Top Ten Equity Portfolio HoldingsMarch 31, 2013 (unaudited)PercentageName

   of Net AssetsValeant Pharmaceuticals International, Inc

   5.32

   %Affiliated Managers Group, Inc

   4.85

   %Walgreen Co

   4.83

   %Gilead Sciences, Inc

   3.71

   %MasterCard Incorporated – Class A

   3.56

   %O’Reilly Automotive, Inc

   3.33

   %Thermo Fisher Scientific Inc

   3.20

   %W.W. Grainger, Inc

   3.18

   %Aon plc

   3.10

   %Kinder Morgan Management, LLC

   3.08

   %Total of top ten

   38.16

   %
    – 5–


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Fund ExpensesFor the six month period ended March 31, 2013 (unaudited)
  As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other operating expenses. The following table is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with those of other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period. The first line of the table below provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as wire fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Beginning

   

   Ending

   

   Expenses PaidAccount Value

   

   Account Value

   

   During Period*09/30/12

   

   03/31/13

   

   10/01/12 - 03/31/13Actual

   $

   1,000.00

   $

   1,182.30

   $

   4.03Hypothetical

   

   1,000.00

   

   1,021.31

   

   3.73(5% return before expenses)
  *

   Expenses are equal to the Fund’s six-month annualized expense ratio of 0.74%, multiplied by the average account value over the period, multiplied by 182 then divided by 365 to reflect the one-half year period. – 6–


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Schedule of InvestmentsMarch 31, 2013Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 97.01%Consumer Discretionary – Durables & Apparel — 2.72%582,014

   Polaris Industries Inc

   $

   53,830,475Consumer Discretionary – Retailing — 14.93%1,428,600

   Aaron’s, Inc

   

   40,972,248849,100

   Jos. A. Bank Clothiers, Inc.*

   

   33,879,0902,338,018

   LKQ Corporation*

   

   50,875,272642,476

   O’Reilly Automotive, Inc.*

   

   65,885,914866,160

   Penske Automotive Group, Inc

   

   28,895,097654,786

   Sally Beauty Company, Inc.*

   

   19,237,613825,000

   Signet Jewelers Limited

   

   55,275,000295,020,234Consumer Staples – Food & Staples Retailing — 4.83%2,000,000

   Walgreen Co

   

   95,360,000Consumer Staples – Food, Beverage & Tobacco — 4.24%350,000

   Lorillard, Inc

   

   14,122,500450,000

   Philip Morris International Inc

   

   41,719,500845,446

   Seneca Foods Corporation – ClassA*+

   

   27,916,62783,758,627Energy — 5.63%693,464

   Kinder Morgan Management, LLC*

   

   60,920,8231,300,000

   Kinder Morgan, Inc

   

   50,284,000111,204,823Financials – Banks — 2.25%1,200,000

   Wells Fargo & Company

   

   44,388,000Financials – Diversified — 7.39%623,520

   Affiliated Managers Group, Inc.*

   

   95,753,9661,834,785

   Leucadia National Corporation

   

   50,328,153146,082,119Financials – Insurance — 5.44%995,000

   Aon plc

   

   61,192,5001,050,000

   Loews Corporation

   

   46,273,500107,466,000Financials – Real Estate — 2.43%1,900,000

   CBRE Group Inc.*

   

   47,975,000Health Care – Equipment & Services — 6.48%300,000

   C.R. Bard, Inc

   

   30,234,000607,500

   Covidien plc

   

   41,212,800313,127

   DaVita HealthCare Partners Inc.*

   

   37,133,731265,100

   Sirona Dental Systems, Inc.*

   

   19,545,823128,126,354
  The accompanying notes to financial statements are an integral part of this schedule. – 7–


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Schedule of Investments(continued)March 31, 2013Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 97.01% (continued)Health Care – Pharmaceuticals,Biotechnology & Life Sciences — 13.89%1,500,000

   Gilead Sciences, Inc.*

   $

   73,395,000154,400

   Mettler-Toledo International Inc.*

   

   32,921,168825,688

   Thermo Fisher Scientific Inc

   

   63,156,8751,400,000

   Valeant Pharmaceuticals International, Inc.*

   

   105,028,000274,501,043Industrials – Capital Goods — 8.39%300,000

   A.O. Smith Corporation

   

   22,071,000721,100

   Snap-on Incorporated

   

   59,634,970278,910

   W.W. Grainger, Inc

   

   62,749,172538,095

   Woodward Inc

   

   21,394,657165,849,799Industrials – Commercial & Professional Services — 2.26%1,303,000

   Copart, Inc.*

   

   44,666,840Information Technology – Hardware & Equipment — 1.46%450,000

   Motorola Solutions, Inc

   

   28,813,500Information Technology – Software & Services — 6.86%241,700

   Fiserv, Inc.*

   

   21,228,511130,000

   MasterCard Incorporated – Class A

   

   70,346,900550,000

   MICROS Systems, Inc.*

   

   25,030,500325,700

   Solera Holdings, Inc

   

   18,998,081135,603,992Materials — 7.81%796,600

   AptarGroup, Inc

   

   45,685,0101,250,000

   Ball Corporation

   

   59,475,000778,224

   Stepan Company

   

   49,105,934154,265,944TOTAL COMMON STOCKS (cost $1,079,888,772)

   

   1,916,912,750SHORT-TERM INVESTMENTS — 3.26%Commercial Paper – 3.12%$3,500,000

   Tyco Electronics Group S.A. 04/01/13, 0.27%

   

   3,500,0004,600,000

   Valspar Corporation (The) 04/02/13, 0.28%

   

   4,599,9641,175,000

   Integrys Energy Group, Inc. 04/03/13, 0.31%

   

   1,174,9801,075,000

   Valspar Corporation (The) 04/03/13, 0.30%

   

   1,074,9824,000,000

   Consolidated Edison, Inc. 04/04/13, 0.25%

   

   3,999,9173,925,000

   Integrys Energy Group, Inc. 04/05/13, 0.28%

   

   3,924,8784,400,000

   Integrys Energy Group, Inc. 04/10/13, 0.29%

   

   4,399,6814,000,000

   Baxter International Inc. 04/11/13, 0.23%

   

   3,999,7443,600,000

   CBS Corporation 04/12/13, 0.30%

   

   3,599,670
  The accompanying notes to financial statements are an integral part of this schedule. – 8–


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Schedule of Investments(continued)March 31, 2013Shares orPrincipalAmount

   

   

   ValueSHORT-TERM INVESTMENTS — 3.26% (continued)Commercial Paper – 3.12% (continued)$2,100,000

   Integrys Energy Group, Inc. 04/12/13, 0.30%

   $

   2,099,8071,075,000

   Stanley Black & Decker Inc. 04/15/13, 0.23%

   

   1,074,9043,175,000

   Bacardi Corporation 04/17/13, 0.30%

   

   3,174,5774,400,000

   CBS Corporation 04/18/13, 0.33%

   

   4,399,3144,475,000

   Aon Corporation 04/23/13, 0.33%

   

   4,474,0974,000,000

   Integrys Energy Group, Inc. 04/24/13, 0.31%

   

   3,999,2083,048,000

   UnitedHealth Group Incorporated 04/25/13, 0.28%

   

   3,047,4314,600,000

   CBS Corporation 04/26/13, 0.33%

   

   4,598,9464,450,000

   Stanley Black & Decker Inc. 06/11/13, 0.34%

   

   4,447,01661,589,116Variable Rate Security – 0.14%2,743,107

   Fidelity Institutional Money Market Fund – Class I

   

   2,743,107TOTAL SHORT-TERM INVESTMENTS (cost $64,332,223)

   

   64,332,223TOTAL INVESTMENTS (cost $1,144,220,995) — 100.27%

   

   1,981,244,973LIABILITIES, NET OF OTHER ASSETS — (0.27)%

   

   (5,288,971

   )TOTAL NET ASSETS(basis of percentages disclosed above) — 100%

   $

   1,975,956,002
  + This company is affiliated with the Fund as defined in Section 2(a)(3) of the Investment Company Actof 1940, in that the Fund holds 5% or more of its outstanding voting securities. (Note 4)* Non-income producing security. The accompanying notes to financial statements are an integral part of this schedule. – 9–


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Statement of Assets and LiabilitiesMarch 31, 2013ASSETSInvestments in securities at value —Nonaffiliated issuers (cost $1,124,140,056) —see accompanying schedule of investments

   $

   1,953,328,346Affiliated issuers (cost $20,080,939) —see accompanying schedule of investments (Note 4)

   

   27,916,627Total investments

   

   1,981,244,973Receivables —Investment securities sold

   

   3,646,773Dividend and interest

   

   685,381Capital stock subscription

   

   739,923Total receivables

   

   5,072,077Other

   

   85,116Total assets

   

   1,986,402,166LIABILITIESPayables —Investment securities purchased

   

   9,133,555Due to adviser —Management fee

   

   1,066,229Accounting and administrative fee

   

   40,845Total due to adviser

   

   1,107,074Other payables and accrued expense

   

   205,535Total liabilities

   

   10,446,164Total net assets

   $

   1,975,956,002NET ASSETS CONSIST OFPaid in capital

   $

   1,101,447,470Net unrealized appreciation on investments

   

   837,023,978Accumulated undistributed net realized gain on investments

   

   28,833,904Accumulated undistributed net investment income

   

   8,650,650Total net assets

   $

   1,975,956,002NET ASSET VALUE PER SHARE ($.50 par value,200,000,000 shares authorized), offering priceand redemption price (35,917,416 shares outstanding)

   $

   55.01
  The accompanying notes to financial statements are an integral part of this statement. – 10 –


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Statement of OperationsFor the year ended March 31, 2013INCOMEDividend (net of foreign taxes of $49,007)

   $

   15,513,849Interest

   

   271,184Total income

   

   15,785,033EXPENSESManagement fee

   

   11,104,543Transfer agent fees

   

   681,384Accounting and administrative fees

   

   425,180Postage and mailing

   

   90,837Custodian fees

   

   85,583Insurance

   

   74,818Printing

   

   66,679Registration fees

   

   36,549Audit and tax fees

   

   28,025Directors’ fees

   

   24,200Accounting system and pricing service fees

   

   10,427Legal fees

   

   9,232Other operating expenses

   

   10,489Total expenses

   

   12,647,946Net investment income

   

   3,137,087NET REALIZED GAIN ON INVESTMENTS

   

   95,583,503CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATIONON INVESTMENTS

   

   250,650,546Net realized and unrealized gain on investments

   

   346,234,049Net increase in net assets resulting from operations

   $

   349,371,136
  The accompanying notes to financial statements are an integral part of this statement. – 11 –


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Statements of Changes in Net AssetsFor the years ended March 31, 2013 and 20122013

   

   

   

   2012INCREASE (DECREASE) INNET ASSETS FROM OPERATIONSNet investment income

   $

   3,137,087

   

   $

   

   4,900,796Net realized gain on investments

   

   95,583,503

   

   

   

   87,173,357Change in net unrealizedappreciation/depreciation on investments

   

   250,650,546

   

   

   

   22,229,301Net increase in net assetsresulting from operations

   

   349,371,136

   

   

   

   114,303,454DISTRIBUTIONS TO SHAREHOLDERSFrom net investment income

   

   (503,285

   )

   

   

   (6,337,261

   )From net realized gain on investments

   

   (91,139,534

   )

   

   

   (115,161,091

   )Total distributions

   

   (91,642,819

   )

   

   

   (121,498,352

   )CAPITAL SHARE TRANSACTIONSProceeds from shares issued(1,913,194 and 710,727 shares, respectively)

   

   95,324,384

   

   

   

   32,438,003Reinvestment of distributions(1,835,143 and 2,555,125 shares, respectively)

   

   85,590,104

   

   

   

   113,181,975Cost of shares redeemed(3,078,752 and 2,764,363 shares, respectively)

   

   (149,169,986

   )

   

   

   (125,861,435

   )Change in net assets derivedfrom capital share transactions

   

   31,744,502

   

   

   

   19,758,543Total increase in net assets

   

   289,472,819

   

   

   

   12,563,645NET ASSETSBeginning of period

   

   1,686,483,183

   

   

   

   1,673,919,538End of period (including accumulated netinvestment income of $8,650,650 and$503,058, respectively)

   $

   1,975,956,002

   

   $

   1,686,483,183
  The accompanying notes to financial statements are an integral part of these statements. – 12 –


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Notes to Financial StatementsMarch 31, 2013(1) Summary of Significant Accounting Policies —Nicholas Fund, Inc. (the “Fund”) is organized as a Maryland corporation and is registeredas an open-end, diversified management investment company under the InvestmentCompany Act of 1940, as amended. The primary objective of the Fund is long-termgrowth. The following is a summary of the significant accounting policies of the Fund:(a) Equity securities traded on a stock exchange will ordinarily be valued on the basisof the last sale price on the date of valuation on the securities principal exchange,or if in the absence of any sale on that day, the closing bid price. For securitiesprincipally traded on the NASDAQ market, the Fund uses the NASDAQ OfficialClosing Price. Debt securities, excluding short-term investments, are valued attheir current evaluated bid price as determined by an independent pricing service,which generates evaluations on the basis of dealer quotes for normal institutional-sized trading units, issuer analysis, bond market activity and various other factors.Securities for which market quotations may not be readily available are valued attheir fair value as determined in good faith by procedures adopted by the Board ofDirectors. Variable rate demand notes are valued at cost, which approximatesmarket value. U.S. Treasury Bills and commercial paper are stated at amortizedcost, which approximates market value. The Fund did not maintain any positions inderivative instruments or engage in hedging activities during the year. Investmenttransactions for financial statement purposes are recorded on trade date.In accordance with Accounting Standards Codification (“ASC”) 820-10, “Fair ValueMeasurements and Disclosures” (“ASC 820-10”), fair value is defined as the pricethat the Fund would receive upon selling an investment in a timely transaction to anindependent buyer in the principal or most advantageous market of the investment.ASC 820-10 established a three-tier hierarchy to maximize the use of observablemarket data and minimize the use of unobservable inputs and to establishclassification of fair value measurements for disclosure purposes. Inputs referbroadly to the assumptions that market participants would use in pricing the assetor liability, including assumptions about risk, for example, the risk inherent in aparticular valuation technique used to measure fair value such as a pricing modeland/or the risk inherent in the inputs to the valuation technique. Inputs may beobservable or unobservable. Observable inputs are inputs that reflect theassumptions market participants would use in pricing the asset or liability based onmarket data obtained from sources independent of the reporting entity.Unobservable inputs are inputs that reflect the reporting entity’s own assumptionsabout the assumptions market participants would use in pricing the asset or liabilitybased on the best information available in the circumstances. The three-tierhierarchy of inputs is summarized in the three broad levels listed below. Level 1 – quoted prices in active markets for identical investmentsLevel 2 – other significant observable inputs (including quoted prices forsimilar investments, interest rates, benchmark yields, bids, offers,transactions, spreads and other relationships observed in themarkets among market securities, underlying equity of the issuer,proprietary pricing models, credit risk, etc.) – 13 –


---



Notes to Financial Statements(continued)March 31, 2013Level 3 – significant unobservable inputs (including the Fund’s ownassumptions in determining the fair value of investments)The inputs or methodology used for valuing securities are not necessarily anindication of the risk associated with investing in those securities.The following is a summary of the inputs used as of March, 31, 2013 in valuing theFund’s investments carried at value: InvestmentsValuation Inputs

   

   in SecuritiesLevel 1 –Common Stocks(1)

   $

   1,916,912,750Variable Rate Security

   

   2,743,107Level 2 –Commercial Paper

   

   61,589,116Level 3 –None

   

   —Total

   $

   1,981,244,973(1) See Schedule of Investments for further detail by industry.
  There were no transfers between levels during the year ended March 31, 2013 andthe Fund did not hold any Level 3 investments during the year.(b) Net realized gain (loss) on portfolio securities was computed on the basis ofspecific identification.(c) Dividend income is recorded on the ex-dividend date, and interest income isrecognized on an accrual basis. Non-cash dividends, if any, are recorded at valueon date of distribution. Generally, discounts and premiums on long-term debtsecurity purchases, if any, are amortized over the expected lives of the respectivesecurities using the effective yield method.(d) Provision has not been made for federal income taxes or excise taxes since theFund has elected to be taxed as a “regulated investment company” and intends todistribute substantially all net investment income and net realized capital gains onsales of investments to its shareholders and otherwise comply with the provisionsof Subchapter M of the Internal Revenue Code applicable to regulated investmentcompanies.(e) Dividends and distributions paid to shareholders are recorded on the ex-dividenddate. Distributions from net investment income are generally declared and paid atleast semiannually. Distributions of net realized capital gain, if any, are declaredand paid at least annually.The amount of distributions from net investment income and net realized capitalgain are determined in accordance with federal income tax regulations, which maydiffer from U.S. generally accepted accounting principles (“U.S. GAAP”) forfinancial reporting purposes. Financial reporting records are adjusted forpermanent book-to-tax differences to reflect tax character. At March 31, 2013,reclassifications were recorded to increase accumulated undistributed net – 14 –


---



Notes to Financial Statements(continued)March 31, 2013investment income and decrease accumulated undistributed net realized gain oninvestments by $5,513,790.The tax character of distributions paid during the years ended March 31 was asfollows: 03/31/2013

   

   03/31/2012Distributions paid from:Ordinary income

   $

   503,285

   $

   10,343,956Long-term capital gain

   

   91,139,534

   

   111,154,396Total distributions paid

   $

   91,642,819

   $

   121,498,352
  As of March 31, 2013, investment cost for federal tax purposes was$1,144,220,995 and the tax basis components of net assets were as follows: Unrealized appreciation

   $

   845,121,813Unrealized depreciation

   

   (8,097,835

   )Net unrealized appreciation

   

   837,023,978Undistributed ordinary income

   

   8,650,650Accumulated undistributednet realized capital gain

   

   28,833,904Paid in capital

   

   1,101,447,470Net assets

   $

   1,975,956,002
  As of March 31, 2013, the Fund had no tax deferral of wash sale losses.As of March 31, 2013, the Fund has no capital loss carryforward.The Fund had no material uncertain tax positions and has not recorded a liability forunrecognized tax benefits as of March 31, 2013. Also, the Fund recognized nointerest and penalties related to uncertain tax benefits during the period endedMarch 31, 2013. At March 31, 2013, the fiscal years 2010 through 2013 remainopen to examination in the Fund’s major tax jurisdictions.(f) The preparation of financial statements in conformity with U.S. GAAP requiresmanagement to make estimates and assumptions that affect the amounts reportedin the financial statements and accompanying notes. Actual results could differfrom estimates.(g) In the normal course of business the Fund enters into contracts that contain generalindemnification clauses. The Fund’s maximum exposure under these arrangementsis unknown, as this would involve future claims against the Fund that have not yetoccurred. Based on experience, the Fund expects the risk of loss to be remote.(h) In connection with the preparation of the Fund’s financial statements, managementevaluated subsequent events after the date of the Statement of Assets andLiabilities of March 31, 2013. There have been no significant subsequent eventssince March 31, 2013 that would require adjustment to or additional disclosure inthese financial statements. – 15 –


---



Notes to Financial Statements(continued)March 31, 2013(2) Related Parties—(a) Investment Adviser and Management Agreement —The Fund has an agreement with Nicholas Company, Inc. (with whom certainofficers and directors of the Fund are affiliated) (the “Adviser”) to serve asinvestment adviser and manager. Under the terms of the agreement, a monthly feeis paid to the Adviser based on an annualized fee of .75% of the average net assetvalue up to and including $50 million and .65% of the average net asset value inexcess of $50 million. Also, the Adviser may be paid for accounting andadministrative services rendered by its personnel, subject to the followingguidelines: (i) up to five basis points, on an annual basis, of the average net assetvalue of the Fund up to and including $2 billion and up to three basis points, on anannual basis, of the average net asset value of the Fund greater than $2 billion,based on the average net asset value of the Fund as determined by valuations madeat the close of each business day of each month, and (ii) where the precedingcalculation results in an annual payment of less than $50,000, the Adviser, in itsdiscretion, may charge the Fund up to $50,000 for such services.(b) Legal Counsel —A director of the Adviser is affiliated with a law firm that provides services to theFund. The Fund incurred expenses of $4,484 for the year ended March 31, 2013for legal services rendered by this law firm.(3) Investment Transactions —For the year ended March 31, 2013, the cost of purchases and the proceeds from salesof investment securities, other than short-term obligations, aggregated $412,336,558and $435,561,226, respectively.(4) Transactions with Affiliates —Following is a summary of fiscal 2013 transactions with “affiliated companies” asdefined by the Investment Company Act of 1940: Share ActivityBalance

   

   

   BalanceSecurity Name

   03/31/12

   Purchases

   Sales

   03/31/13Seneca FoodsCorporation – Class A

   774,800

   70,646

   —

   845,446
  – 16 –


---



Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Nicholas Fund, Inc.: We have audited the accompanying statement of assets and liabilities, including the schedule of investments of Nicholas Fund, Inc. (the “Fund”), as of March 31, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the years presented in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2013, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of March 31, 2013, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the years presented in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Milwaukee, WisconsinMay 20, 2013 – 17 –


---



Historical Record(unaudited)NetInvestment

   

   

   

   

   

   Dollar

   

   

   Growth ofNet

   

   Income

   

   

   Capital Gain

   

   

   Weighted

   

   

   an InitialAsset Value

   

   **Distributions**

   ****

   ****

   **Distributions**

   ****

   ****

   **Price/Earnings**

   

   

   $10,000Per Share

   

   Per Share

   

   

   Per Share

   

   

   Ratio(2)

   

   

   Investment(3)July 14, 1969(1)

   $

   6.59

   $

   —

   

   $

   —

   

   

   —

   

   $

   10,000March 31, 1985

   

   29.24

   

   0.6420

   

   

   1.5760

   

   

   13.2 times

   

   

   69,858March 31, 1986

   

   35.26

   

   0.5750

   

   

   0.6100

   

   

   15.8

   

   

   87,699March 31, 1987

   

   39.94

   

   0.8820

   

   

   0.1870

   

   

   16.3

   

   

   102,387March 31, 1988

   

   32.15

   

   1.8400

   

   

   4.0340

   

   

   14.1

   

   

   98,557March 31, 1989

   

   35.27

   

   1.0250

   

   

   0.4510

   

   

   13.2

   

   

   113,155March 31, 1990

   

   37.72

   

   0.9240

   

   

   1.0540

   

   

   14.9

   

   

   127,360March 31, 1991

   

   42.99

   

   0.7900

   

   

   0.2250

   

   

   16.9

   

   

   149,180March 31, 1992

   

   49.68

   

   0.6790

   

   

   0.8240

   

   

   19.4

   

   

   178,011March 31, 1993

   

   52.91

   

   0.6790

   

   

   2.0420

   

   

   18.5

   

   

   200,098March 31, 1994

   

   51.10

   

   0.8175

   

   

   1.0470

   

   

   16.7

   

   

   200,182March 31, 1995

   

   52.22

   

   0.7070

   

   

   3.3170

   

   

   17.2

   

   

   221,970March 31, 1996

   

   63.81

   

   0.5650

   

   

   4.0945

   

   

   21.0

   

   

   293,836March 31, 1997

   

   67.11

   

   0.4179

   

   

   5.3166

   

   

   21.7

   

   

   336,973March 31, 1998

   

   93.98

   

   0.3616

   

   

   5.8002

   

   

   30.0

   

   

   508,762March 31, 1999

   

   85.20

   

   0.5880

   

   

   8.2716

   

   

   31.7

   

   

   509,446March 31, 2000

   

   84.56

   

   0.3114

   

   

   5.9433

   

   

   37.3

   

   

   543,813March 31, 2001

   

   54.11

   

   0.1900

   

   

   19.2500

   

   

   26.6

   

   

   452,780March 31, 2002

   

   53.74

   

   0.2360

   

   

   —

   

   

   23.8

   

   

   451,627March 31, 2003

   

   40.37

   

   0.1585

   

   

   —

   

   

   16.4

   

   

   340,547March 31, 2004

   

   56.14

   

   0.0905

   

   

   —

   

   

   19.4

   

   

   474,406March 31, 2005

   

   60.05

   

   0.0678

   

   

   0.4100

   

   

   19.4

   

   

   511,476March 31, 2006

   

   61.49

   

   0.2512

   

   

   5.3194

   

   

   18.4

   

   

   574,151March 31, 2007

   

   57.85

   

   0.8173

   

   

   4.3310

   

   

   16.6

   

   

   588,783March 31, 2008

   

   45.03

   

   0.2283

   

   

   9.9501

   

   

   17.4

   

   

   550,664March 31, 2009

   

   27.71

   

   0.1714

   

   

   4.6096

   

   

   12.1

   

   

   376,093March 31, 2010

   

   44.00

   

   0.0939

   

   

   —

   

   

   19.1

   

   

   598,760March 31, 2011

   

   48.18

   

   0.0297

   

   

   3.7458

   

   

   17.9

   

   

   716,234March 31, 2012

   

   47.85

   

   0.1844

   

   

   3.3515

   

   

   18.7

   

   

   769,243March 31, 2013

   

   55.01

   

   0.0144

   (a)

   

   2.6127

   (b)

   

   20.1

   

   

   934,800
  (1)

   Date of Initial Public Offering.(2)

   Based on latest 12 months accomplished earnings.(3)

   Assuming reinvestment of all distributions.(a)

   Paid June 7, 2012 to shareholders of record June 6, 2012.(b)

   Paid $0.8557 on June 7, 2012 to shareholders of record June 6, 2012. Paid $1.7570 on December 26, 2012 to shareholders of record December 24, 2012. – 18 –


---



Approval of Investment Advisory Contract (unaudited) A discussion of the Approval by the Board of Directors of the Fund’s Investment Advisory Contract can be found in the Fund’s Semiannual Report dated September 30, 2012. Information on Proxy Voting (unaudited) A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 800-544-6547 (toll-free) or 414-276-0535. It also appears in the Fund’s Statement of Additional Information, which can be found on the SEC’s website, www.sec.gov. A record of how the Fund voted its proxies for the most recent twelve-month period ended June 30, also is available on the Fund’s website, www.nicholasfunds.com, and the SEC’s website, www.sec.gov. Quarterly Portfolio Schedule (unaudited) The Fund files its complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q’s are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. – 19 –


---



Directors and Officers of the Fund (unaudited) The following table sets forth the pertinent information about the Fund’s directors and officers as of March 31, 2013. Unless otherwise listed, the business address of each director and officer is 700 North Water Street, Milwaukee, WI 53202. Number ofTerm of

   

   PortfoliosPositions

   **Office and**

   Principal

   in Fund

   OtherHeld

   Length of

   Occupations

   Complex

   **Directorships**With

   Time

   During Past

   Overseen

   HeldName and Age

   Fund

   Served

   5 Years

   by Director

   by DirectorINTERESTED DIRECTORAlbert O. Nicholas, 82(1),(3)

   President,

   (2), 44 years

   Chief Executive Officer,

   3

   NonePortfolio

   

   and Chairman of theManager and

   Board, NicholasDirector

   

   Company, Inc., theAdviser to the Fund.He is Co-PortfolioManager of NicholasEquity Income Fund, Inc.DISINTERESTED DIRECTORSRobert H. Bock, 81

   Director

   (2), 35 years

   Private Investor,

   5

   NoneConsultant, DeanEmeritus of BusinessStrategy and Ethics,University of WisconsinSchool of Business,1997 to present.Jay H. Robertson, 61

   Director

   (2), 10 years

   Private Investor,

   6

   NoneApril 2000 to present.Chairman of the Boardof Robertson-Ryan andAssociates, Inc., aninsurance brokerage firmfrom 1993 to March 2000.OFFICERSDavid L. Johnson, 71(3)

   Executive

   Annual,

   Executive Vice President,Vice

   33 years

   Nicholas Company, Inc.,President

   

   the Adviser to the Fund.Jeffrey T. May, 56

   Senior Vice

   Annual,

   Executive Vice President,President,

   20 years

   Treasurer, Chief FinancialTreasurer,

   

   Officer and ChiefSecretary

   

   Compliance Officer,and Chief

   

   Nicholas Company, Inc.,Compliance

   

   the Adviser to the Fund.Officer

   

   He is Portfolio Managerof Nicholas Money MarketFund, Inc.
  – 20 –


---



Directors and Officers of the Fund(continued) (unaudited) Number ofTerm of

   

   PortfoliosPositions

   **Office and**

   Principal

   in Fund

   OtherHeld

   Length of

   Occupations

   Complex

   **Directorships**With

   Time

   During Past

   Overseen

   HeldName and Age

   Fund

   Served

   5 Years

   by Director

   by DirectorDavid O. Nicholas, 51(3)

   Senior Vice

   Annual,

   Chief Investment OfficerPresident

   24 years

   and Director, Nicholasand

   

   Company, Inc., theAssociate

   

   Adviser to the Fund.Portfolio

   

   He is Portfolio ManagerManager

   

   of Nicholas II, Inc. andNicholas Limited Edition,Inc. He is AssociatePortfolio Manager of theFund. He formerly wasCo-Portfolio Managerof Nicholas High IncomeFund, Inc., and NicholasEquity Income Fund, Inc.Lynn S. Nicholas, 56(3)

   Senior Vice

   Annual,

   Senior Vice President,President

   27 years

   Nicholas Company, Inc.,the Adviser to the Fund.Lawrence J. Pavelec, 54

   Senior Vice

   Annual,

   Senior Vice President,President

   8 years

   Nicholas Company, Inc.,the Adviser to the Fund.He has been PortfolioManager of Nicholas HighIncome Fund, Inc. sinceApril 2008. He served asCo-Portfolio Manager fromApril 2003 until April 2008.Candace L. Lesak, 55

   Vice

   Annual,

   Employee, NicholasPresident

   27 years

   Company, Inc., theAdviser to the Fund.
  (1)

   Albert O. Nicholas is the only director of the Fund who is an “interested person” of the Fund, as that term is defined in the 1940 Act. Mr. Nicholas is Chief Executive Officer and a Director of the Adviser and owns 97% of the outstanding voting securities of the Adviser.(2)

   Until duly elected or re-elected at a subsequent annual meeting of the Fund.(3)

   David O. Nicholas and Lynn S. Nicholas are the son and daughter, respectively, of Albert O. Nicholas. David L. Johnson is a brother-in-law of Albert O. Nicholas. The Fund’s Statement of Additional Information includes additional information about the Fund directors and is available, without charge, upon request, by calling 800-544-6547 (toll-free) or 414-276-0535. – 21 –


---



Privacy Policy (unaudited) Nicholas Fund, Inc. respects each shareholder’s right to privacy. We are committed to safeguarding the information that you provide us to maintain and execute transactions on your behalf. We collect the following non-public personal information about you: * Information we receive from you on applications or other forms, whether we receive the form in writing or electronically. This includes, but is not limited to, your name, address, phone number, tax identification number, date of birth, beneficiary information and investment selection. * Information about your transactions with us and account history with us. This includes, but is not limited to, your account number, balances and cost basis information. This also includes transaction requests made through our transfer agent. * Other general information that we may obtain about you such as demographic information. WE DO NOT SELL ANY NON-PUBLIC PERSONAL INFORMATION ABOUT CURRENT OR FORMER SHAREHOLDERS. INFORMATION SHARED WITH OUR TRANSFER AGENT, A THIRD PARTY COMPANY, ALSO IS NOT SOLD. We may share, only as permitted by law, non-public personal information about you with third party companies. Listed below are some examples of third parties to whom we may disclose non-public personal information. While these examples do not cover every circumstance permitted by law, we hope they help you understand how your information may be shared. We may share non-public personal information about you: * With companies who work for us to service your accounts or to process transactions that you may request. This would include, but is not limited to, our transfer agent to process your transactions, mailing houses to send you required reports and correspondence regarding the Fund and its Adviser, the Nicholas Company, Inc., and our dividend disbursing agent to process fund dividend checks. * With a party representing you, with your consent, such as your broker or lawyer. * When required by law, such as in response to a subpoena or other legal process. The Fund and its Adviser maintain policies and procedures to safeguard your non-public personal information. Access is restricted to employees who the Adviser determines need the information in order to perform their job duties. To guard your non-public personal information we maintain physical, electronic, and procedural safeguards that comply with federal standards. In the event that you hold shares of the Fund with a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with non-affiliated third parties. – 22 –


---



Automatic Investment Plan — An Update (unaudited) The Nicholas Family of Funds’ Automatic Investment Plan provides a simple method to dollar cost average into the fund(s) of your choice. Dollar cost averaging involves making equal systematic investments over an extended time period. A fixed dollar investment will purchase more shares when the market is low and fewer shares when the market is high. The automatic investment plan is an excellent way for you to become a disciplined investor. The following table illustrates what dollar cost averaging can achieve. Please note that past performance is no guarantee of future results. Nicholas Company recommends dollar cost averaging as a practical investment method. It should be consistently applied for long periods so that investments are made through several market cycles. Nicholas Fund$1,000 initial investment on

   

   07/14/69

   *

   

   03/31/03Number of years investing $100 each monthfollowing the date of initial investment

   

   43.7

   

   

   10Total cash invested

   

   $53,500

   

   

   $13,000Total dividend and capital gain distributions reinvested

   

   $1,210,350

   

   

   $6,682Total full shares owned at 03/31/13

   

   25,955

   

   

   418Total market value at 03/31/13

   

   $1,427,837

   

   

   $23,008
  The results above assume purchase on the last day of the month. The Nicholas Automatic Investment Plan actually invests on the 20th of each month (or on the alternate date specified by the investor). Total market value includes reinvestment of all distributions. *

   Date of Initial Public Offering. – 23 –


---



Nicholas Funds Services Offered (unaudited) •

   IRAs• Traditional

   • SIMPLE• Roth

   • SEP•

   Coverdell Education Accounts•

   Automatic Investment Plan•

   Direct Deposit of Dividend and Capital Gain Distributions•

   Systematic Withdrawal Plan•

   Monthly Automatic Exchange between Funds•

   Telephone Purchase and Redemption•

   Telephone Exchange•

   24-hour Automated Account Information (800-544-6547)•

   24-hour Internet Account Access (www.nicholasfunds.com)
  Please call a shareholder representative for further information on the above services or with any other questions you may have regarding the Nicholas Funds (800-544-6547). – 24 –


---



(This Page Intentionally Left Blank.)


---



Directors and OfficersALBERT O. NICHOLAS, President and DirectorROBERT H. BOCK, DirectorJAY H. ROBERTSON, DirectorDAVID L. JOHNSON, Executive Vice PresidentDAVID O. NICHOLAS, Senior Vice PresidentLYNN S. NICHOLAS, Senior Vice PresidentJEFFREY T. MAY, Senior Vice President, Secretary,Treasurer and Chief Compliance OfficerLAWRENCE J. PAVELEC, Senior Vice PresidentCANDACE L. LESAK, Vice PresidentInvestment AdviserNICHOLAS COMPANY, INC.Milwaukee, Wisconsinwww.nicholasfunds.com414-276-0535 or 800-544-6547Transfer AgentU.S. BANCORP FUND SERVICES, LLCMilwaukee, Wisconsin414-276-0535 or 800-544-6547DistributorQUASAR DISTRIBUTORS, LLCMilwaukee, WisconsinCustodianU.S. BANK N.A.Milwaukee, WisconsinIndependent Registered Public Accounting FirmDELOITTE & TOUCHE LLPMilwaukee, WisconsinCounselMICHAEL BEST & FRIEDRICH LLPMilwaukee, Wisconsin This report is submitted for the information of shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.


---



Item 2. Code of Ethics. CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS I. Covered Officers/Purpose of the Code The Nicholas Family of Funds code of ethics (this "Code") for the investment companies within the complex (collectively, "Funds" and each, "Company") applies to the Company's Principal Executive Officer and Principal Financial Officer (the "Covered Officers" each of whom are set forth in Exhibit A) for the purpose of promoting: * honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; * full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company; *
	compliance with applicable laws and governmental rules and regulations;*
	the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and* accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II.Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview.A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company. Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as "affiliated persons" of the Company. The Company's and the investment adviser's compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have


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different effects on the adviser and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Boards of Directors ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company. * * * Each Covered Officer must: * not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company; * not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company; * not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; *
	report, at least annually:*
	officer and director positions in corporations, public or private, for profit or not for profit, or in which the Covered Officer or any of his immediate family members holds 5% or more of its outstanding stock; *
	Positions as a trustee, executor or other fiduciary;*
	Ownership interest in any broker-dealer or bank;*
	Transactions between the Covered Officer and any of the Nicholas Family of Funds, the Nicholas Company or any company in which any director of any of the Nicholas Family of Funds is an officer or director. * Situations in which any immediate family member of the Covered Employee is an officer, director or employee of any company in which any officer or director of the Nicholas Company or any of the Nicholas Family of Funds is a director or executive officer. There are some conflict of interest situations that should always be discussed with the appropriate officer if material. If the matter involves Jeffrey T. May, he should discuss the matter with David O. Nicholas. If the matter involves any other person, that person should discuss the matter with Jeffrey T. May. In each case, the officer with whom such matter is discussed is encouraged to review the matter with counsel to the Company. Examples of these include: *
	service as a director on the board of any public company;*
	the receipt of any non-nominal gifts;


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* the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; * any ownership interest in, or any consulting or employment relationship with, any of the Company's service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; * a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. III.
	Disclosure and Compliance*
	Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Company; * each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's directors and auditors, and to governmental regulators and self-regulatory organizations; * each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds files with, or submits to, the SEC and in other public communications made by the Funds; and * it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. Reporting and Accountability Each Covered Officer must: * upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code; *
	annually thereafter affirm to the Board that he has complied with the requirements of the Code;*
	not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and * notify the appropriate person promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code. Each Covered Officer should notify Jeffrey T. May unless the person violating the Code is Jeffrey T. May, in which case such person should notify David O. Nicholas. In each case, each Covered Officer is encouraged to also contact counsel to the Fund. Jeffrey T. May is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation; provided that if the situation involves Jeffrey T. May directly, then Mr. David O. Nicholas is responsible for applying the Code to him and he has authority to interpret the Code with respect to such application. Both Jeffrey T. May and David O. Nicholas are encouraged to discuss the matter with counsel to the Fund. However, any approvals or waivers sought by the Principal Executive Officer will be considered by the Independent Directors (the "Committee").


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The Company will follow these procedures in investigating and enforcing this Code: * Jeffrey T. May or David O. Nicholas, with the advice of counsel will take all appropriate action to investigate any potential violations reported to him; * if, after such investigation, the officer making such investigation believes that no violation has occurred, he is not required to take any further action; * any matter that the officer making the investigation believes is a violation will be reported to the independent directors; * if the independent directors concur that a violation has occurred, they will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; *
	the independent directors will be responsible for granting waivers, as appropriate; and*
	any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.V. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds' adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds' and their investment adviser's codes of ethics under Rule 17j-1 under the Investment Company Act and the adviser's more detailed policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of this Code. VI. Amendments Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors. VII. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its counsel, the appropriate Company and the Nicholas Company. VIII. Internal Use The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion. Date: November 20, 2003


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Affirmed: November 15, 2012 Exhibit APersons Covered by this Code of Ethics The Nicholas Company

   Albert O. Nicholas

   Jeffrey T. MayNicholas Fund, Inc.

   Albert O. Nicholas

   Jeffrey T. MayNicholas II, Inc.

   David O. Nicholas

   Jeffrey T. MayNicholas Limited Edition, Inc.

   David O. Nicholas

   Jeffrey T. MayNicholas Income Fund, Inc.

   David O. Nicholas

   Jeffrey T. MayNicholas Equity Income Fund, Inc.

   Albert O. Nicholas

   Jeffrey T. MayNicholas Money Market Fund, Inc.

   Albert O. Nicholas

   Jeffrey T. May
  Item 3. Audit Committee Financial Expert. The Fund's Board of Directors has determined that no member of the Board of Directors is an audit committee financial expert as that term is defined for purposes of this item. The Fund's Board of Directors routinely holds its meetings with the other six funds in the Nicholas complex, there is substantial overlap in the boards of each of those funds, auditors for funds in the Nicholas complex make presentations jointly to the boards of the funds which they audit and three of those funds have the same auditor as the Fund. The boards of directors of five of those other funds have determined that one of their members meets the definition of an audit committee financial expert; however, that person is not a director of the Fund. The Fund believes that the joint meetings and presentations with the other funds in the Nicholas complex and the availability and presence of the board member of other funds in the Nicholas complex who is an audit committee financial expert gives the Fund some of the benefit of having a board member who meets the definition of an audit committee financial expert. The Fund can call upon this person from time to time should circumstances warrant. The independent members of the Fund's Board of Directors are considering the possibility of adding that person as an independent director of the Fund and adding other independent directors; however, under present SEC rules, such additions may require that the Fund hold a meeting of the shareholders. Current SEC proposals, if adopted, may change the required percentage of independent directors for mutual funds. The Board of Directors of the Fund believes that it is not in the best interest of the Fund to hold a shareholder meeting until after such SEC proposals are finalized, at which time the Board can more easily evaluate the resulting requirements, the methods which will then be available to satisfy those requirements and the benefit to the Fund of holding a shareholder meeting.


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Item 4. Principal Accountant Fees and Services. (a)Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Fund's principal accountant (the "Auditor") for the audit of the Fund's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $24,100 in 2013 and $23,400 in 2012. (b)Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurance and related services rendered by the Auditor to the Fund that are reasonably related to the performance of the audit of the Fund's financial statements and are not reported under paragraph (a) of this Item 4. (c)Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $3,925 in 2013 and $3,800 in 2012. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. (d)All Other Fees. The aggregate fees billed for professional services rendered by the Auditor to the Fund's investment adviser were approximately $16,000 in 2012 and $15,500 in 2011. These services were for the audit of the investment adviser for the adviser's fiscal year ended 10/31/2012 and 10/31/2011, respectively. (e) (1)Audit Committee Pre-Approval Policies and Procedures. The Fund's Board of Director's has not adopted any pre-approval policies and procedures as described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. The Fund's Board of Directors meets with the Auditors and management to review and authorize the Auditor's engagements for audit and non-audit services to the Fund and its Adviser prior to each engagement. (e) (2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b)
	N/A(c)
	N/A(d)
	N/A (f)
	No disclosures are required by this Item 4(f).(g)
	There were no non-audit fees billed in each of the last two fiscal years by the Auditor for services rendered to the Fund or the Fund's investment adviser that provides ongoing services. (h) No disclosures are required by this Item 4(h). Item 5. Audit Committee of Listed Registrants.Not applicable to this filing.


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Item 6. Schedule of Investments. The schedule of investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 8. Portfolio Managers of Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. Applicable only to closed-end funds. Item 10. Submission of Matters to a Vote of Security Holders. Not applicable to this filing. Item 11. Controls and Procedures. The Fund's principal executive officer and principal financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation. Item 12. Exhibits. (a)(1) Code of Ethics -- Any code of ethics, or amendments thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Not applicable to this filing. (a)(2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbannes-Oxley Act of 2002, attached hereto as part of EX-99.CERT. (a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more person. Applicable only to closed-end funds. (b) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbannes-Oxley Act of 2002, attached hereto as part of EX-99.906CERT.


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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant)Nicholas Fund, Inc. By:/s/ Albert O. NicholasName: Albert O. NicholasTitle: Principal Executive OfficerDate:May 21, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By:/s/ Albert O. NicholasName: Albert O. NicholasTitle: Principal Executive OfficerDate:May 21, 2013By:/s/ Jeffrey T. MayName: Jeffrey T. MayTitle: Principal Financial OfficerDate:May 21, 2013