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 the Sequoia
Fund, Inc. (the "Fund") as of and for the year ended December 31, 2006, 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 Fund'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 Fund'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 Fund'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 Fund'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, 2006.

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 21, 2007