EXCEL MIDAS GOLD SHARES INC
DEFR14A, 1995-08-14
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                          Excel Midas Gold Shares, Inc.
                         16955 Via del Campo, Suite 120
                           San Diego, California 92127

     Supplement To The Proxy Statement Dated July 25, 1995 Pursuant To Rule
       14a-14 Of Regulation 14A Under The Securities Exchange Act Of 1934

         As explained in greater detail in the proxy statement,  into which this
supplement is  incorporated  by reference,  the Fund's  proposed new  investment
manager is Midas  Management  Corporation  and the proposed new  distributor  is
Investor  Service Center,  Inc.,  each of which is a wholly-owned  subsidiary of
Bull & Bear Group,  Inc., a New York based  manager of the Bull & Bear family of
eight  mutual  funds with total  assets in excess of $230  million.  Bull & Bear
Securities,  Inc., also a wholly-owned subsidiary of Bull & Bear Group, Inc., is
a discount brokerage firm anticipated to provide the Fund with certain brokerage
services,  at its posted  discount  rates,  after the  reorganization.  Investor
Service Center is the distributor of the Bull & Bear Funds,  which have included
Bull & Bear Gold Investors Ltd.  since 1974, a fund with  investment  objectives
and  policies  generally  similar  to  those  of  the  Fund,   particularly  the
concentration  of investments in companies  involved with precious metals and in
precious metals bullion itself.

         Bull & Bear Gold Investors has also scheduled a  shareholders'  meeting
for August 25,  1995 to  consider a  subadvisory  agreement  with Lion  Resource
Management Limited ("Lion")  substantially  similar to the proposed  subadvisory
agreement for the Fund with the  applicable  percentage of Net Fees paid to Lion
differing due to, among other things,  the funds' relative net assets.  Upon the
closing of the  reorganization  of the Fund, Lion will receive a finder's fee of
$10,000 from Midas  Management.  Each of the nominees for the Board of Directors
of the Fund  currently  serves as a member of the Board of  Directors  of Bull &
Bear Gold Investors,  and is being nominated for  re-election.  Finally,  we are
pleased to inform you that Mr. Kjeld  Thygesen,  the Managing  Director of Lion,
who will continue to serve as portfolio manager of the Fund (together with Midas
Management's Investment Policy Committee),  has announced the appointment of Mr.
James  Turk  as a  Director  of  Lion  upon  approval  of  the  Fund's  proposed
subadvisory agreement.  Mr. Turk is widely recognized as a speaker and writer on
gold investing,  currencies, and macroeconomic  developments,  and has also been
advising private accounts investing in commodities since 1981.

         The Fund's shareholder meeting will be held on August 25, 1995 at 10:00
a.m. In order to avoid the additional expense of further  solicitations,  we ask
your  cooperation  in mailing in your proxy card  promptly in the  postage  paid
envelope previously provided if you do not expect to attend the meeting.  Please
refer to the  July  25,  1995  proxy  notice  and  statement  for more  complete
information.


August 10, 1995













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