Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Sequoia Fund, Inc.

In planning and performing our audit of the financial statements of Sequoia
Fund, Inc. (the "Fund") as of and for the year ended December 31, 2005, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), we considered the Fund's internal control over financial
reporting, including control activities for safeguarding securities, as a basis
for designing our auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements of Form N-SAR,
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.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting.  In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls.  A company's internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles.  Such internal control over financial reporting
includes policies and procedures that provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a company's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely basis. A
significant deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the company's ability to initiate,
authorize, record, process or report external financial data reliably in
accordance with generally accepted accounting principles such that there is
more than a remote likelihood that a misstatement of the company's annual or
interim financial statements that is more than inconsequential will not be
prevented or detected.  A material weakness is a control deficiency, or
combination of control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be significant deficiencies or material weaknesses under
standards established by the Public Company Accounting Oversight Board (United
States).  However, we noted no deficiencies in the Fund's internal control
over financial reporting and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
December 31, 2005.

This report is intended solely for the information and use of management and
the Board of Directors of Sequoia Fund, Inc. and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other
than these specified parties.


/s/ PricewaterhouseCoopers LLP
New York, New York
February 17, 2006