UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

Read instructions at end of Form before preparing Form. Please print or type.

1.    Name and Address of issuer:

      Sequoia Fund, Inc.
      767 Fifth Avenue
      New York, NY 10153

2.    The name of each series or class of securities for which this Form is
      filed (If the Form is being filed for all series and classes of securities
      of the issuer, check the box but do not list series or classes): [X]


3.    Investment Company Act File Number:

      811-1976

      Securities Act File Number:

      2-35566

4(a). Last day of fiscal year for which this Form is filed:

      December 31, 2003

4(b). Check box if this Form is being filed late (i.e., more than 90 calendar
      days after the end of the issuer's fiscal year). (See Instruction A.2) [X]

Note: If the Form is being filed late, interest must be paid on the
registration fee due.


4(c). Check box if this is the last time the issuer will be filing
      this Form.                                                            [  ]


5.    Calculation of registration fee:

      (i) Aggregate sale price of securities sold during the fiscal year
          pursuant to section 24(f):                                $181,310,268
                                                                    ------------


     (ii) Aggregate price of securities redeemed or repurchased
          during the fiscal year:                                   $679,379,738
                                                                    ------------


    (iii) Aggregate price of securities redeemed or repurchased
          during any prior fiscal year ending no earlier than
          October 11, 1995 that were not previously used to
          reduce registration fees payable to the Commission:       $206,821,129
                                                                    ------------


     (iv) Total available redemption credits [add Items 5(ii) and
          5(iii)]:                                                  $886,200,867
                                                                    ------------


      (v) Net sales - if Item 5(i) is greater than Item 5(iv)
          [subtract Item 5(iv) from Item 5(i)]:                             $-0-
                                                                    ------------


     (vi) Redemption credits available for use in future years -
          if Item 5(i) is less than Item 5(iv) [subtract
          Item 5(iv) from Item 5(i)]:                               $704,890,599
                                                                    ------------


    (vii) Multiplier for determining registration fee (See
          Instruction C.9):                                            x.0001267
                                                                    ------------


   (viii) Registration fee due [multiply Item 5(v) by
          Item 5(vii)] (enter "0" if no fee is due):                       =$-0-
                                                                    ============


6.    Prepaid Shares

      If the response to item 5(i) was determined by deducting an amount of
      securities that were registered under the Securities Act of 1933 pursuant
      to rule 24e-2 as in effect before October 11, 1997, then report the amount
      of securities (number of shares or other units) deducted here: 0 . If
      there is a number of shares or other units that were registered pursuant
      to rule 24e-2 remaining unsold at the end of the fiscal year for which
      this form is filed that are available for use by the issuer in future
      fiscal years, then state that number here: 0


7.    Interest due - if this Form is being filed more than 90 days
      after the end of the issuer's fiscal year (see Instruction D):       +$-0-
                                                                   -------------


8.    Total of the amount of the registration fee due plus any
      interest due [line 5(viii) plus line 7]:                             =$-0-
                                                                    ============


9.    Date the registration fee and any interest payment was sent to the
      Commission's lockbox depository:

      Method of Delivery:

          [ ]    Wire Transfer
          [ ]    Mail or other means





                                  Signatures

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.


By (Signature and Title)*      \s\  Robert D. Goldfarb
                               -------------------------
                                    Robert D. Goldfarb
                                    President

Date:  March 4, 2004
*Please print the name and title of the signing officer below the signature.


69900.0020 #468650