N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number:  811-1976

Sequoia Fund, Inc.
(Exact name of registrant as specified in charter)
767 Fifth Avenue, Suite 4701 New York NY	10153
(Address of principal executive offices)	(Zip code)
Robert D. Goldfarb
c/o Sequoia Fund, Inc. 767 Fifth Avenue, Suite 4701 New York, NY  10153
(Name and address of agent for service)

Registrant's telephone number, including area code: 800-686-6884

Date of fiscal year end:  December 31, 2011

Date of reporting period: March 31, 2011

ITEM 1. SCHEDULE OF INVESTMENTS.

SEQUOIA FUND, INC.

SCHEDULE OF INVESTMENTS

MARCH 31, 2011 (UNAUDITED)

COMMON STOCKS (78.84%)

Shares			Value (a)
		ADVERTISING (1.12%)
933,743		Omnicom Group Inc.	$	45,809,432
		AEROSPACE/DEFENSE (7.50%)
947,406		Precision Castparts Corp.		139,439,215
23,161,200		Qinetiq Group plc (United Kingdom) (b)		45,210,662
12,376,114		Rolls-Royce Group plc (United Kingdom)		122,894,812
				307,544,689
		AUTO PARTS (6.24%)
2,449,400		Advance Auto Parts, Inc.		160,729,628
1,656,139		O’Reilly Automotive Inc. (b)		95,161,747
				255,891,375
		CONSTRUCTION EQUIPMENT (1.04%)
1,520,736		Ritchie Bros. Auctioneers Incorporated		42,808,718
		CRUDE OIL & GAS PRODUCTION (0.22%)
179,508		Canadian Natural Resources Limited		8,873,080
		DIVERSIFIED COMPANIES (9.40%)
3,055		Berkshire Hathaway Inc. Class A (b)		382,791,500
33,000		Berkshire Hathaway Inc. Class B (b)		2,759,790
				385,551,290
		DIVERSIFIED MANUFACTURING (0.97%)
765,664		Danaher Corporation		39,737,962
		ELECTRONIC MANUFACTURING SERVICES (0.09%)
77,500		Trimble Navigation Limited (b)		3,916,850
		FLOORING PRODUCTS (3.96%)
2,656,923		Mohawk Industries Inc. (b)		162,470,841
		FREIGHT TRANSPORTATION (0.33%)
271,300		Expeditors International Inc.		13,602,982
		HEALTHCARE (15.58%)
418,000		Becton, Dickinson and Company		33,281,160
529,800		Perrigo Company		42,129,696
11,320,000		Valeant Pharmaceuticals International Inc.		563,849,200
				639,260,056
		INDUSTRIAL & CONSTRUCTION SUPPLIES (5.49%)
3,475,384		Fastenal Company		225,309,145
		INDUSTRIAL GASES (0.89%)
359,017		Praxair, Inc.		36,476,127
		INFORMATION PROCESSING (1.83%)
298,457		MasterCard Inc.		75,127,596
		INSURANCE BROKERS (0.71%)
1,124,830		Brown & Brown Inc.		29,020,614
		INTERNET SOFTWARE & SERVICES (1.87%)
130,571		Google Inc. (b)		76,542,026

Shares			Value (a)
		INVESTMENT BANKING & BROKERAGE (1.68%)
435,000		The Goldman Sachs Group Incorporated		68,934,450
		IT CONSULTING & OTHER SERVICES (1.90%)
477,000		International Business Machines Corp.		77,784,390
		LABORATORY SUPPLIES (0.08%)
19,247		Mettler-Toledo International Inc. (b)		3,310,484
		PROPERTY AND CASUALTY INSURANCE (0.02%)
21,000		Verisk Analytics, Inc. (b)		687,960
		RETAILING (8.93%)
39,666		Costco Wholesale Corporation		2,908,311
1,368,875		Target Corporation		68,457,439
4,934,190		TJX Companies, Inc.		245,377,269
949,032		Wal-Mart Stores, Inc.		49,397,116
				366,140,135
		VETERINARY DIAGNOSTICS (4.83%)
2,565,548		Idexx Laboratories Inc. (b)		198,111,617
		Miscellaneous Securities (4.16%) (c)		171,323,231
		TOTAL COMMON STOCKS (COST $1,564,240,550)	$	3,234,235,050

U.S. GOVERNMENT OBLIGATIONS (20.65%)

Principal Amount			Value (a)
$847,000,000		U.S. Treasury Bills, 0.13% – 0.20%   due 4/14/2011 through 5/19/2011	$	846,971,129
		TOTAL U.S. GOVERNMENT OBLIGATIONS   (COST $846,971,129)	$	846,971,129
		TOTAL INVESTMENTS (99.49%)   (COST $ 2,411,211,679) ++	$	4,081,206,179

SUMMARY

Common Stocks		78.84	%	$	3,234,235,050
U.S. Government Obligations		20.65	%		846,971,129
Net Cash & Receivables		0.51	%		20,998,106
Net Assets				$	4,102,204,285
Number of Shares Outstanding					28,729,142
Net Asset Value Per Share				$	142.79

++ The cost for federal income tax purposes is identical. At March 31, 2011 the aggregate gross tax basis unrealized appreciation and depreciation of securities were $1,681,324,940 and $11,330,440, respectively.

(a) Securities traded on a national securities exchange are valued at the last reported sales price on the principal exchange on which the security is listed on the last business day of the period; securities traded in the over-the-counter market are valued in accordance with NASDAQ Official Closing Price on the last business day of the period; securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the mean between the last reported bid and asked prices.

Securities traded on a foreign exchange are valued at the last reported sales price on the principal exchange on which the security is primarily traded. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the New York Stock Exchange on that day.

U.S. Treasury Bills with remaining maturities of sixty days or less are valued at their amortized cost. U.S. Treasury Bills that when purchased have a remaining maturity in excess of sixty days are stated at their discounted value based upon the mean between the bid and asked discount rates until the sixtieth day prior to maturity, at which point they are valued at amortized cost.

When reliable market quotations are insufficient or not readily available at time of valuation or when the Investment Adviser determines that the prices or values available do not represent the fair value of a security, such security is valued as determined in good faith by the Investment Adviser, in conformity with guidelines adopted by and subject to review by the Board of Directors.

Purchases and sales of foreign portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities are acquired or sold.

(b) Non-income producing.

(c) “Miscellaneous Securities” include holdings in their initial period of acquisition that have not previously been publicly disclosed.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Level 1 –  quoted prices in active markets for identical securities

Level 2 –  other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 –  significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. During the period ended March 31, 2011, there were no significant transfers into and out of Level 1 and 2 measurements in the fair value hierarchy.

The following is a summary of the inputs used to value the Fund’s investments as of March 31, 2011:

Valuation Inputs	Common Stocks		U.S. Government Obligations		Total
Level 1 –  Quoted Prices	$	3,234,235,050		—	$	3,234,235,050
Level 2 –  Other Significant Observable Inputs*		—	$	846,971,129		846,971,129
Total	$	3,234,235,050	$	846,971,129	$	4,081,206,179

* Represents U.S. Treasury Bills with remaining maturities of 60 days or less which are valued at their amortized cost.

ITEM 2. CONTROLS AND PROCEDURES

(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-Q is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-Q is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

ITEM 3. EXHIBITS

Separate certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940 are filed as exhibits to and part of this Form N-Q.

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.

Sequoia Fund, Inc.

By:  /s/ Robert D. Goldfarb
Robert D. Goldfarb
President and Principal Executive Officer

Date: May 27, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:  /s/ Robert D. Goldfarb
Robert D. Goldfarb
President and Principal Executive Officer

Date: May 27, 2011

By:  /s/ Joseph Quinones, Jr.
Joseph Quinones, Jr.
Vice President, Secretary & Treasurer

Date: May 27, 2011

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CERTIFICATIONS

I, Robert D. Goldfarb, President and Principal Executive Officer of Sequoia Fund, Inc., certify that:

1. I have reviewed this report on Form N-Q of Sequoia Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedule of investments included in this report fairly presents in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 27, 2011

By:  /s/ Robert D. Goldfarb
Robert D. Goldfarb
President and Principal Executive Officer

CERTIFICATIONS

I, Joseph Quinones, Jr., Vice President, Secretary & Treasurer of Sequoia Fund, Inc., certify that:

1. I have reviewed this report on Form N-Q of Sequoia Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedule of investments included in this report fairly presents in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 27, 2011

By:  /s/ Joseph Quinones, Jr.
Joseph Quinones, Jr.
Vice President, Secretary & Treasurer

EX-99.CERT

CERTIFICATIONS

I, Robert D. Goldfarb, President and Principal Executive Officer of Sequoia Fund, Inc., certify that:

1. I have reviewed this report on Form N-Q of Sequoia Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedule of investments included in this report fairly presents in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 27, 2011

By:  /s/ Robert D. Goldfarb
Robert D. Goldfarb
President and Principal Executive Officer

CERTIFICATIONS

I, Joseph Quinones, Jr., Vice President, Secretary & Treasurer of Sequoia Fund, Inc., certify that:

1. I have reviewed this report on Form N-Q of Sequoia Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedule of investments included in this report fairly presents in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 27, 2011

By:  /s/ Joseph Quinones, Jr.
Joseph Quinones, Jr.
Vice President, Secretary & Treasurer