THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

RISK/RETURN SUMMARY

FEES AND EXPENSES OF THE FUND

DESCRIPTION OF THE FUND

Investment Objective and Strategies

Risk Considerations for the Fund

Portfolio Holdings

MANAGEMENT OF THE FUND

Investment Adviser

Portfolio Managers

PURCHASE AND SALE OF SHARES

How the Fund Values its Shares

How to Buy Shares

How to Redeem Shares

Frequent Purchases and Redemptions of Shares

Transactions Through Financial Service Organizations

DIVIDENDS, DISTRIBUTIONS AND TAXES

GENERAL INFORMATION

FINANCIAL HIGHLIGHTS

RISK/RETURN SUMMARY

• Market Risk. This is the risk that the value of the Fund’s investments will fluctuate as the stock markets fluctuate and that prices overall will decline, perhaps severely, over short- or long-term periods. You may lose money by investing in the Fund.

• Focused Portfolio Risk. The Fund is
“non-diversified,” meaning that it invests its assets in a smaller number of companies than many other funds. As a result, your investment in the Fund has the risk that changes in the value of a single security may have a significant effect, either negative or positive, on the Fund’s net asset value.

• Foreign (Non-U.S.) Risk. This is the risk that the value of the Fund’s investments in securities of foreign issuers will be affected adversely by foreign economic, social and political conditions and developments or by the application of foreign legal, regulatory, accounting and auditing standards or foreign taxation policies or by currency fluctuations and controls. The prices of foreign securities may move in a different direction or be more volatile than the prices of U.S. securities.

• Currency Risk. This is the risk that the value of the Fund’s investments in securities of foreign issuers, measured in U.S. Dollars, will increase or decrease as a result of changes in currency exchange rates. The Fund may determine not to hedge its foreign currency exposure. Unhedged currency exposure may result in gains or losses as a result of a change in the relationship between the U.S. Dollar and the respective foreign currency.

• Risks of Investing in a Managed Fund. The investment decisions of the investment adviser may cause the Fund to underperform other investments or benchmark indices.

Bar Chart and Performance Information

The bar chart and the table shown below provide an indication of the historical risk of an investment in the Fund by showing changes in the Fund’s performance from year to year over a 10-year period and by showing how the Fund’s average annual returns for one, five, and ten years compare to the Standard & Poor’s 500 Index (“S&P 500 Index ”), a broad-based securities market index. The Fund’s past performance, of course, does not necessarily indicate how it will perform in the future.

Bar Chart

During the period shown in the bar chart, the highest return for a quarter was 20.34% (quarter ending 12/98) and the lowest return for a quarter was -14.38% (quarter ending 9/99).

Performance Table

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

The Fund does not impose any sales charges, exchange fees or redemption fees.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

* Reflects Ruane, Cunniff & Goldfarb Inc.’s (“Ruane, Cunniff & Goldfarb”) contractual reimbursement of a portion of the Fund’s operating expenses. This reimbursement is a provision of Ruane, Cunniff & Goldfarb’s investment advisory agreement with the Fund and the reimbursement will be in effect only so long as that investment advisory agreement is in effect.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in the Fund for the periods indicated and then redeem all your shares at the end of those periods. It also assumes that your investment has a 5% return each year and that the Fund’s operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

* The Board of Directors must approve Ruane, Cunniff & Goldfarb’s investment advisory agreement each year. These examples assume that Ruane, Cunniff & Goldfarb’s agreement to reimburse operating expenses is not extended beyond the first year.

DESCRIPTION OF THE FUND

This section of the Prospectus provides a more complete description of the Fund’s investment objective and principal strategies and risks. There can, of course, be no assurance that the Fund will achieve its investment objective.

Investment Objective and Strategies

Risk Considerations for the Fund

Focused Portfolio Risk - The Fund is “non-diversified” and invests in the securities of a limited number of issuers. As a result, changes in the market value of a single issuer could cause greater fluctuations in the value of the Fund’s shares than would occur in a more diversified fund.

Foreign (Non-U.S.) Risk - This is the risk that the value of the Fund’s investments in securities of foreign issuers will be affected adversely by foreign economic, social and political conditions and developments or by the application of foreign legal, regulatory, accounting and auditing standards or foreign taxation policies or by currency fluctuations and controls. The risks to the Fund and, therefore, to your investment in the Fund of investing in foreign securities include expropriation, settlement difficulties, market illiquidity and higher transaction costs. The prices of foreign securities may move in a different direction than the prices of U.S. securities. In addition, the prices of foreign securities may be more volatile than the prices of U.S. securities.

Currency Risk - This refers to the risk that securities which trade or are denominated in currencies other than the U.S. Dollar may be affected by fluctuations in currency exchange rates. An increase in the strength of the U.S. Dollar relative to a foreign currency will generally cause the U.S. Dollar value of an investment denominated in that currency to decline. Currency risk may be hedged or unhedged. Unhedged currency exposure may result in gains or losses as a result of change in the relationship between the U.S. Dollar and the respective foreign currency.

Risks of a Managed Fund - Performance of individual securities can vary widely. The investment decisions of the Fund’s investment adviser may cause the Fund to underperform benchmark indices. The Fund may also underperform other mutual funds with similar investment strategies. The Fund’s investment adviser may be incorrect in an assessment of a particular industry or company, or the investment adviser may not buy chosen securities at the lowest possible prices or sell securities at the highest possible prices. As with any mutual fund investment, there can be no guarantee that the Fund will achieve its investment goals.

Other Investment Information - Ordinarily, the Fund’s portfolio will be invested primarily in common stocks. However, the Fund is not required to be fully invested in common stocks and, in fact, usually maintains certain cash reserves. Depending upon market conditions, cash reserves may be a significant percentage of the Fund’s net assets. The Fund usually invests its cash reserves principally in U. S. Government securities.

Portfolio Turnover Rate - The portfolio turnover rate for the Fund is included in the Financial Highlights section. Normally, the Fund purchases and holds securities for sufficient periods to realize long-term capital appreciation and to qualify for long-term capital gain tax treatment. This means that the Fund’s portfolio turnover rate is usually lower than that of many other funds. Portfolio turnover, however, will not be a limiting factor when management deems changes appropriate and the Fund’s portfolio turnover in such cases may exceed 50%. A higher rate of portfolio turnover increases brokerage and other expenses and may affect the Fund’s returns. A higher portfolio turnover rate also may result in the realization of net short-term capital gains, which, when distributed, are taxable to the Fund’s shareholders.

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.

MANAGEMENT OF THE FUND

Investment Adviser

• Robert D. Goldfarb, President. Mr. Goldfarb is Chairman and CEO of Ruane, Cunniff & Goldfarb, with which he has been associated for more than 36 years.

• David M. Poppe, Executive Vice President. Mr. Poppe is President and Director of Ruane, Cunniff & Goldfarb, with which he has been associated for nine years.

The Fund’s SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund.

You may purchase shares of the Fund directly by mail or by wire transfer or indirectly through participating financial intermediaries that have selling arrangements with the Fund. After you have established an account with the Fund directly and made your first purchase, you may make subsequent purchases by mail or telephone or through the Fund’s automatic investment plan. The Fund accepts purchase orders for fractional shares. The Fund reserves the right to withdraw the offering of Fund shares at any time, without notice.

Important Note to New Taxable Investors: As of March 31, 2008, the net unrealized appreciation of the Fund’s portfolio was approximately 44.6% of the Fund’s NAV. If the Fund sells appreciated securities and distributes the profit, the distributed appreciation will be taxable to you either as capital gains or as ordinary income, depending upon how long the Fund held the appreciated securities. You should carefully consider the potential tax effects of an investment in the Fund, due to the substantial, net unrealized appreciation of the Fund’s portfolio, prior to making an investment in the Fund.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including the Fund, to obtain, verify and record information that identifies each person opening an account with the Fund. If you are opening an account with the Fund and do not provide the requested information, the Fund (or its transfer agent) may not be able to open an account for you. If the Fund (or its transfer agent) is unable to verify your identity, or believes that it has identified potentially criminal activity, the Fund reserves the right to close your account or take such other action it deems reasonable or required by law.

Minimum Investment Amounts

The minimum initial investment amounts required by the Fund are as follows:

+ The Fund does not impose minimum investment amounts with respect to subsequent investments.

Purchases By Mail

To make your initial purchase of Fund shares by mail, complete the appropriate account application, make a check payable to “Sequoia Fund, Inc.”, and mail the completed account application and check to:

Sequoia Fund, Inc.
c/o DST Systems, Inc.
P.O. Box 219477
Kansas City, MO 64121-9477

If you are sending the check and account application via express delivery, registered or certified mail, please send to:

Sequoia Fund, Inc.
c/o DST Systems, Inc.
430 West 7th Street, 1st Floor
Kansas City, MO 64105

Please note that an account cannot be opened without a completed and signed account application.

To make subsequent purchases by mail, make a check payable to “Sequoia Fund, Inc.” and mail the check to the above-referenced address that corresponds to the method of delivery. Please include your account number on the check.

Purchases by Wire

To open an account with the Fund and make an initial purchase of Fund shares by wire, call 1-800-686-6884 for details. You must complete the appropriate account application prior to purchasing Fund shares by wire.

To make subsequent purchases by wire, wire your funds using the instructions set forth below. As indicated below, please include the Fund’s name and your account number on the wiring instructions.

UMB Bank, N.A.
ABA #101000695
Sequoia Fund, Inc.
DDA Acct. #9871691772
Ref: (Name and Account Number)

Wired funds must be received by the Fund prior to the close of the Exchange on any day in order to receive the Fund’s NAV for that day. Heavy wire traffic over the Federal Reserve System may delay the arrival of purchase orders made by wire.

Additional Purchases by Telephone

You may not make initial purchases of Fund shares by telephone. You may, however, make additional purchases of Fund shares by telephone if you have elected such option on the account application and provided the Fund with the necessary information to complete such purchases. Call 1-800-686-6884 for details. Purchases of Fund shares by telephone will be completed via Automated Clearing House (“ACH”), and the amount of the purchase will be deducted from your bank account. Your account with the Fund will be credited with the additional shares on the trade date, but the dollar amount will not post until it clears the banking system.

Additional Purchases by the Automatic Investment Plan (Via Automated Clearing House)

You may not make initial purchases of Fund shares by ACH. You may, however, make additional purchases of Fund shares by ACH if you have elected the automatic investment plan option on the account application and provided the Fund with the necessary information to complete such purchases. Through the automatic investment plan, you can make fixed, periodic purchases of Fund shares by means of automatic money transfers (ACH transfers) from your bank account. Such purchases are accepted on the 1st day and 15th day of each month. Please allow up to 15 days to establish the automatic investment plan for your Fund account. The Fund may amend or terminate the terms and conditions of the automatic investment plan option at any time, and will notify you at least 30 days in advance if it does so.

To cancel or modify the automatic investment plan with respect to your Fund account, please make your cancellation or modification request in writing and send the request to:

• If by mail:

Sequoia Fund, Inc.
c/o DST Systems, Inc.
P.O. Box 219477
Kansas City, MO 64121-9477

• If via express delivery, registered or certified mail:

Sequoia Fund, Inc.
c/o DST Systems, Inc.
430 West 7th Street, 1st Floor
Kansas City, MO 64105

Please allow up to three days to cancel or modify the automatic investment plan for your Fund account.

Additional Purchase Information

Orders for the purchase of Fund shares will not be accepted unless they are in “good order.” A purchase order is generally in “good order” if an acceptable form of payment accompanies the purchase order and the order includes:

Checks must be payable in U.S. dollars and must be drawn on a U.S. bank. Third party checks (i.e., any check which is not made payable to the Fund, DST Systems, Inc. or a retirement account custodian), credit cards, money orders, travelers checks, bearer securities, cashiers checks and cash will not be accepted. You will be charged (minimum of $2.50) for any check used for the purchase of Fund shares that is returned unpaid. If you purchased Fund shares by check, you may not receive the proceeds of a subsequent redemption request until there is a reasonable belief that the check has cleared, which may take up to 15 calendar days after the purchase date.

The transfer agent has adopted reasonable procedures to protect against unauthorized transactions made by telephone. Assuming the transfer agent properly acts on telephone instructions and follows such procedures, neither the Fund nor the transfer agent will be responsible for any losses due to transactions authorized by telephone.

Individual Retirement Accounts

• You may send a written request for redemption to:

Sequoia Fund, Inc.
c/o DST Systems Inc.
P.O. Box 219477
Kansas City, Missouri 64121-9477

• As withdrawal payments may include a return of principal, they cannot be considered a guaranteed annuity or actual yield of income to the investor. Continued withdrawals in excess of income will reduce and possibly exhaust invested principal, especially in the event of a market decline. Consult your own financial advisers about whether the Withdrawal Plan is appropriate for you.

Certain financial organizations such as brokerdealers, banks, and service providers have made arrangements with the Fund so that an investor may purchase or redeem shares through such organizations. In certain situations, the financial organizations may designate another financial entity to receive purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received purchase or redemption instructions when a financial organization receives the instructions, provided that the instructions are in good order and have been transmitted in a timely manner. Client orders received prior to the close of the Exchange (currently 4:00 p.m., New York time), will be priced at the Fund’s NAV next calculated following the close of regular trading on that day. If you are a client of a securities broker or other financial organization such organization may charge a separate transaction fee or a fee for administrative service in connection with investments in Fund shares and may impose different account minimums and other requirements. These fees and requirements would be in addition to those imposed by the Fund. If you are investing through a securities broker or other financial organization, please refer to the organization’s program materials for any additional special provisions or conditions that may be different from those described in this Prospectus (for example, some or all of the services and privileges described may not be available to you). Securities brokers and other financial organizations have the responsibility for transmitting purchase orders and funds, and of crediting their clients’ accounts following redemptions, in a timely manner in accordance with their client agreements and this Prospectus.

Sequoia Fund, Inc.
c/o DST Systems, Inc.
P. O. Box 219477
Kansas City, MO 64121-9477

There is no sales charge or other charge in connection with the reinvestment of dividends and capital gains distributions.

For federal income tax purposes, distributions of net income (including any short-term capital gains) by the Fund are taxable to you as ordinary income. Distributions of long-term capital gains are taxable to you as long-term capital gains. The Fund’s distributions also may be subject to state and local taxes.

A portion of the Fund’s distributions may be treated as “qualified dividend income,” taxable to individuals, trusts, and estates at a maximum federal tax rate of 15% (5% for individuals, trusts, and estates in lower tax brackets). A distribution is treated as qualified dividend income to the extent that the Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that holding period and other requirements are met.

The Fund holds portfolio securities longer than most other funds typically hold securities. As a result, unrealized capital gains represent a significant portion of the value of your investment in the Fund. As of March 31, 2008, the net unrealized appreciation of the Fund’s portfolio was approximately 44.6% of the Fund’s NAV. If the Fund sells appreciated securities and distributes the profit, the distributed appreciation will be taxable to you either as capital gains or as ordinary income, depending upon how long the Fund held the appreciated securities. You should carefully consider the potential tax effects of the substantial, net unrealized appreciation of the Fund’s portfolio on your investment in the Fund.

Dividends and distributions are taxable to you whether you receive the amount in cash or reinvest the amount in additional shares of the Fund. In addition, the redemption of Fund shares is a taxable transaction for federal income tax purposes whether paid in cash or in kind. If you buy shares just before the Fund deducts a distribution from its NAV, you will pay the full price for the shares and then receive a portion of the price back as a taxable distribution.

Each year shortly after December 31, the Fund will send you tax information stating the amount and type of all its distributions for the year. You should consult your tax adviser about the federal, state and local tax consequences of an investment in the Fund in your particular situation.

GENERAL INFORMATION

You may obtain copies of the Fund’s most recent prospectus, SAI, annual and semi-annual reports and account applications by visiting the Fund’s website at http://www.sequoiafund.com.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single share of the Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the most recently completed fiscal year has been audited by Briggs, Bunting & Dougherty, LLP, independent registered public accounting firm for the Fund, whose report, along with the Fund’s financial statements, is included in the Fund’s Annual Report, which is available upon request. The information for the prior fiscal years has been audited by PricewaterhouseCoopers LLP, the Fund’s previous independent registered public accounting firm.

• Call the Commission at 1-202-551-8090 for information on the operation of the Public Reference Room.