Seward & Kissel LLP
                               1200 G Street, N.W.
                             Washington, D.C. 20005


                                                                  April 20, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

          Re:  Sequoia Fund, Inc.
              (File Nos. 2-35566 and 811-1976)


Dear Sir or Madam:

          On behalf of Sequoia Fund,  Inc. (the "Fund"),  we are  transmitting a
certification  pursuant to Rule 497(j) under the Securities Act of 1933. In this
regard,  we certify that the prospectus and statement  additional of information
for the Fund that  would have been filed  under Rule  497(c) do not differ  from
those  included  in the  most  recent  post-effective  amendment  to the  Fund's
registration statement.  That post-effective  amendment was filed electronically
with the Securities and Exchange Commission on April 15, 2005.


                                             Sincerely,

                                             /s/  Michelle C. Roberts
                                             -------------------------
                                                  Michelle C. Roberts




69900.0020 #564461