MIDAS FUND INC
N-30D, 1997-03-12
Previous: FIRST COMMERCE BANCSHARES INC, DEF 14A, 1997-03-12
Next: ADVANCED DIGITAL INFORMATION CORP, 424B4, 1997-03-12



FUND FEATURES & SERVICES

Investment Objectives
The Fund seeks capital  appreciation  and  protection  against  inflation,  with
current income as a secondary goal.

Fund Management
Midas  Management  Corporation  acts as  general  manager  of the  Fund and Lion
Resource  Management Limited serves as subadviser.  Kjeld Thygesen is the Fund's
portfolio  manager.  Mr.  Thygesen has been Managing  Director of the subadviser
since 1989 and portfolio manager of the Fund since 1992.

Investment Strategy
Midas Fund invests  primarily in the equity  securities  of  established  mining
companies  worldwide.  The Fund also invests a smaller  portion of its assets in
developing companies that offer strong growth potential.

Portfolio Benefits
o Long  term  growth  potential  through  appreciation  in the  value of  equity
securities held in its portfolio.
o Diversification  for overall stock and bond
portfolios  seeking a growth  investment that can capitalize on favorable trends
in the precious metals resource markets.  o An inflation hedge is offered by the
Fund's international focus on resource opportunities.

Minimum Investments
o   Regular Accounts, $500
o   IRAs, $100
o   Automatic Investment Program, $50
o   Subsequent Investments, $50

Retirement Plans
Retirement plans available include No-Fee IRA, SEP-IRA, qualified profit-sharing
and money purchase plans, and 403(b)  plans."Thygesen's  Midas touch guides this
top performing gold fund."





MORNINGSTAR ranks MIDAS Fund  #1 for 5-year performance.*


* Source:  Morningstar,  Inc.  for the period  ending  12/31/96.  Midas Fund was
ranked 7 of 42 funds for the 1 year period, 1 of 28 funds for the 5 year period,
and 2 of 19 for the ten  year  period,  of all  mutual  funds  in  Morningstar's
"precious  metals"  category.  As of 12/31/96,  the Fund's  average annual total
return for the one,  five and ten year  periods  was  21.22%,  20.46% and 10.83%
respectively. Past performance is no guarantee of future results. The investment
return and principal value of an investment will fluctuate so that an investor's
shares,  when redeemed,  may be worth more or less than their original cost. For
more  information,  including  management  fees and other  charges and expenses,
please read the prospectus  that  accompanied or preceded this sales  literature
carefully  before  you invest or send  money and for a  discussion  of the risks
associated with investing  globally and in precious metals,  mining shares,  and
developing companies. Such investments are considered speculative and subject to
substantial  price  fluctuations  and risks.  There can be no assurance that the
Fund will achieve its investment objectives.  For more information,  please call
1-800-400-MIDAS. Investor Service Center, Inc., Distributor.


Report From the Fund Manager


Fellow Shareowners:

We are very  pleased to extend a warm  welcome to the many new  shareowners  who
have joined  no-load  Midas Fund since our last Report.  Interestingly,  a large
number of our shareowners have invested in the Fund through  discount  brokerage
firms,   including  Charles  Schwab  &  Co.,  Fidelity   Brokerage,   Waterhouse
Securities, Jack White & Co., and Bull & Bear Securities.

Also noteworthy is the extent to which  shareowners  have taken advantage of the
Fund's  No-Fee IRA and our  qualified  403(b) and defined  contribution  (Keogh)
plans.  Presently  almost 9% of the Fund's net assets are held in these types of
Midas Fund shareowner retirement plans.

In a difficult  environment  for precious  metals,  it is gratifying to report a
total return of +21.22% for Midas Fund for 1996.  This  compares  with a gain of
6.69% for the Morningstar  Precious Metals Fund Average and a decline of .03% in
the Gold & Silver Index, the XAU, a representative  index of North American gold
producers.  Also,  gold  bullion  declined by 4.89% and the  Johannesburg  Stock
Exchange  Gold  Index,  which  tracks the  performance  of gold mining and other
gold-related companies, showed a negative return for 1996 of -12.63%.

As of December  31, 1996,  Midas Fund has recorded  returns of 153.64% over five
years and  179.67%  over ten  years,  placing  it first  among  precious  metals
oriented mutual funds over five years and second over the 10 year period.

The early 1996 strength in precious metals prices provided a boost to the shares
of larger mining  companies with established  reserves and resource  production.
Consistent with Midas'  investment  strategy,  shares of this type accounted for
approximately  75% of the  Fund's  portfolio.  The  first  half of the year also
witnessed a strong  performance from many of the smaller  "project  development"
companies in which the Fund generally  invests the balance of its  portfolio.  A
weak gold price and tax loss selling combined,  however, to put pressure on both
producing and development companies alike during the second half of the year.

Midas  Fund's  strategy  of  consistently  targeting  25% of its  portfolio  for
investment  in  the  smaller  project  development  companies  continues  to  be
effective.  We adhere to a rigorous,  disciplined  process in  evaluating  these
companies  and the  mining  projects  which  they are  developing.  Our  focused
approach  includes  an  assessment  of  their  management,   the  technical  and
geological  aspects of their main projects,  and an independent market valuation
in an attempt to minimize the  pitfalls of  investing in this area.  We look for
mining  companies with  potentially  increasing  growth in revenues and earnings
from  successfully  bringing a mineral resource into  production.  As with other
companies,  this kind of growth can result in  dramatic  increases  in the share
price of a mining company, regardless of normal fluctuations in the price of the
mineral resource itself.



<PAGE>



Some notably successful, growth-gold, companies include Greenstone
Resources Ltd. with development projects in Latin America, and Minorca
Resources Ltd. consolidating its position in the giant Busang gold
discovery in Indonesia.  Among the major producers, Getchell Gold Corp.
has substantially outperformed its peer group by significantly increasing
its gold reserves in Nevada.

Against a  backdrop  of  weakness  in the gold  price,  corporate  restructuring
activity  by mining  companies  has  intensified.  Among the  junior  companies,
exploration  activity  continues  energetically,  especially  in the  developing
countries where discoveries can provide extraordinary  returns. In South Africa,
the old, established gold mining companies are undergoing radical  restructuring
to enhance  productivity  and  returns  and may obtain  potentially  significant
benefits from fewer,  more efficient  operating units. In North America,  merger
and acquisition  activity has gathered momentum as the major producing companies
seek to expand and acquire new reserves.  The larger companies,  which have been
expanding  production rapidly in recent years, are under increasing  pressure to
replace  reserves.  A number of the successful  junior mining companies that are
discovering   and  developing   gold  reserves  could  prove  to  be  attractive
acquisition targets for the majors.

Midas Fund has exposure to a wide range of companies in different sectors and is
well positioned to benefit from continuing corporate activity in the industry.

We remain dedicated to the consistent,  disciplined,  investment process we have
established for Midas Fund and we are excited about the prospects of discovering
opportunities for Midas shareowners over the years ahead.

Sincerely,





Kjeld Thygesen
Portfolio Manager
February 21, 1997





Report From the Strategic Advisor for the 12-months ended December 31,
1996


Midas is first and foremost a precious metals fund, but its investment objective
of capital  appreciation  also  makes  Midas a growth  fund.  In  addition,  the
companies in the Fund's  portfolio have  operations  throughout the world.  This
broad  geographical  mix provides the shareholders of Midas with the benefits of
an international fund. In conclusion, Midas is more than a gold fund.


<PAGE>



This was clearly  demonstrated in 1996, when, although the gold price fell 4.84%
in 1996 from $387.60 to $368.65,  it was  nevertheless a successful year for the
Midas Fund, which ended the year with a +21.22% return.

The percentage of the Fund's assets  invested in South Africa,  while up to 9.8%
from the 5.2% prevailing one year ago,  remained at  approximately  the level at
June 30, 1996. Further  investments in this area can be expected if the price of
gold rises,  as South African mining stocks have been lagging those of the other
major producing  countries.  Though South African  production  again declined in
1996, at 495 metric tons it remains the world's largest gold producer.

An important factor in last year's performance is the Fund's on-going investment
strategy to invest within  different  selected  segments of the mining industry.
The Fund  continues  to invest  about 75% of its assets in  companies  currently
producing mineral  resources,  principally gold. While large companies and small
are considered for this component of the portfolio,  special  emphasis is placed
on locating  those newer - and still  undiscovered - companies  which  represent
good asset value in addition to having an attractive  potential for growth.  The
remaining, approximately 25%, of the portfolio is invested in carefully selected
project development companies.

The gold price showed  considerable  price movement in 1996, ranging from a high
of $414.70 to a low of $368.00.  A strong rally at the  beginning of the year to
over $400 an ounce was halted by central  bank  dishoarding  and the  selling of
future  production  by many mining  companies.  Moreover,  further  central bank
dishoarding  and producer  forward  selling  contributed to weakness in the gold
price in the fourth quarter.

The U.S. dollar was strong  throughout most of 1996, which put downward pressure
on the gold price.  Additionally,  although the European and Japanese  economies
have been weak,  their  equity  markets  have been  strong,  diverting  investor
attention away from precious metals.  Nevertheless,  the demand for gold remains
strong,  with recent  reports by the World Gold Council  indicating  demand near
record levels. The gold price should eventually rise as a result.

Finally,  inflation  concerns are rising.  Strong  economic growth in the United
States  has  contributed  to  renewed  inflationary  pressures,   most  recently
demonstrated by above trend moves in reported wage rates.  Moreover,  the growth
in the  quantity of dollars  continues  to climb,  and  inflation is after all a
monetary  phenomenon.  Too many dollars  chasing too few goods results in higher
prices  and M3 -- which is a broad  definition  of the  quantity  of  dollars in
circulation - grew by 8.5% over the past twelve months.

This relatively high rate of monetary growth -- at a rate not seen for ten years
- -- suggests very strongly that inflation is in the pipeline.

Sincerely,,




James Turk
February 21, 1997


Personal Finance Article Reprint
Stephen Leeb, Editor                     Volume XXIII, Number 19 October 9, 1996


Mutual Fund Close-Up:
KING MIDAS

BY DEBRA A. PIAZZI

  Editor's note: The Midas Fund continues its reign of the Mutual Fund
Portfolio.  Here's the latest on what's happening in its court.-SL
  Gold reached  highs in late 1995 that hadn't been seen in years.  Breaking the
magic $400 barrier sent gold mining stocks  soaring in early 1996,  and gave the
Midas Fund ($500 minimum initial  investrnent/$50  thereafter) returns of around
36 percent.
  Then at the end of May,  both gold  prices and the market  started to dip.  It
wreaked  havoc on the gold mining  stocks and as the graph at right  shows,  the
Midas Fund fell about 20 percent.
  Since late July, gold prices have rebounded and the fund has too, with year to
date returns of 35.5 percent.  Fund manager Kjeld  Thygesen  viewed the market's
action as a healthy correction that presented a great buying opportunity.
  Thygesen is convinced gold stocks are worth their weight in themselves because
they're  undervalued  in relation to rises in the Consumer Price Index and price
increases of other commodities such as grains and oil.
  He thinks  inflation is looming  over the economy like a dark cloud,  which is
good for gold. Once the election is over,  interest rates will rise, bringing us
into an inflationary period where gold prices usually rise.
The Midas Fund continues to out-perform  the market and other gold funds despite
a relatively tame charter, which only recently was altered to allow more than 20
percent of assets in risky South African shares. In 1995 the fund's total return
of 36.7 percent made it the best performing gold mutual fund.

Thygesen  keeps about 75 percent of the  portfolio in well  established  stocks,
such as top holding Newmont  Mining.  He will buy bullion and raise cash when he
deems necessary; in the past cash has reached 20 percent of total assets.
  The fund has its ups and downs,  because  Tbygesen doesn't restrict himself to
established  gold  stocks.  The  remaining  25  percent  is  invested  in  small
exploration and development companies located in Latin American, West Africa and
the Former Soviet Union.
  Stock  picking  becomes  very  important  when you have a 25 percent  stake in
emerging mining stocks.  It's also what fuels the growth of the fund in sideways
markets. Picking the stocks that are set to skyrocket means finding a stock that
will do well no matter what the price of gold does.



<PAGE>


  There are three steps Thygesen takes when meeting with a company's management.
First he looks for solid  expericence.  He wants them to have a track  record of
taking a project from discovery to actual production.
  Next he looks at the  feasibility of the project.  For this he'll consult with
independent geologists to get added expertise and insight.
  If the company  passes the first two  criteria,  he'll price the invest  ment.
After an assessment of the risk/reward spectrum he'll make his final decision.
 Thygesen has been very  successful  using this approach.  For example last year
the fund had an enormous stake in Diamond Field  Resources,  which  discovered a
huge mineral deposit in Canada that accounted for much of the fund's 1995 gain.
 The fund's larger producing mining stocks give the fund stability; the emerging
company component provides a growth kicker that helps the fund do well when gold
prices are flat.
  Mutual  FUND  investors  get  treated  like gold when they invest in the MIDAS
Fund; add it to your portfolio now.

                October 9, 1996 PAGE 223





<PAGE>



Schedule of Portfolio Investments
December  31, 1996

              Common Stocks and Warrants  (98.8%)


              North America (83.2%)                               
350,000       Adrian Resources Ltd.*                                   514,045
150,000       African Minerals Corp. (1)                               106,658
350,000       Amax Gold Inc.*                                        2,231,250
49,000        America Mineral Fields Inc.*                             146,569
1,000,000     AMT International Mining Corp.*                          911,900
1,000,000     AMT International Mining Corp. Warrants*                 189,600
400,000       Argentina Gold Corp.*                                    583,640
896,200       Argosy Mining Corp.*                                   1,301,103
1,300,000     Armada Gold Corp.*                                     1,194,960
350,000       Attwood Gold Corp.*                                      485,135
1,086,000     Aurizon Mines Ltd.*                                      990,323
154,200       Barrick Gold Corp.                                     4,433,250
400,000       Battle Mountain Gold Co.                               2,750,000
100,000       Bema Gold Corp.*                                         593,750
2,350,000     B.Y.G. Natural Resources Inc.*                         1,714,325
180,000       Cambior, Inc.                                          2,632,500
1,100,000     Campbell Resources, Inc.*                              1,031,250
731,000       Canyon Resources Corp.*                                1,918,875
150,000       Central Asia Goldfields Corp.*                           142,260
159,000       CN Minas Buenaventura ADR                              2,712,937
150,000       Colossal Resources Corp.*                                900,000
280,000       Consolidated Eurocan Ventures Ltd.*                    1,174,603
1,075,000     Consolidated Nevada Goldfields Corp.*                  1,041,352
858,000       Cornucopia Resources Ltd.*                               607,121
396,000       Cusac Gold Mines Ltd.*                                   334,105
1,933,500     Dayton Mining Corporation*                            12,930,281
262,500       Dayton Mining Corporation Warrants*                      511,121
125,000       Euro-Nevada Mining Corp. Ltd.                          3,729,963
1,500,000     Fairmile Gold Corp.*.                                  2,462,250
1,000,000     Fairstar Exploration, Inc.*                            1,721,800
425,000       First Dynasty Mines Ltd.*                              1,085,238
35,000        Franco-Nevada Mining Corp. Ltd.                        1,602,335
119,500       Freeport McMoran Copper & Gold, Inc.                   3,360,938
168,000       Getchell Gold Corp.*                                   6,447,000
400,000       Glamis Gold, Ltd.*                                     2,800,000
400,000       Glenmore Highlands Inc.*                               3,064,200
54,000        Gold Capital Corp.*                                       30,375
185,500       Golden Cycle Gold Corp.* (2)                           2,040,500
100,000       Golden Cycle Gold Corp.* (1) (2)                         715,000
300,000       Golden Knight Resources, Inc. Special Warrants*        1,444,560
752,700       Golden Queen Mining Co. Ltd.*                          1,537,616
225,000       Golden Star Resources Ltd.*                            2,925,000
120,000       Gold Reserve Corp.*                                    1,147,500
1,000,000     Goldstake Explorations, Inc.*                          1,130,800
444,000       Gran Colombia Resources, Inc.*                           420,945
750,000       Greater Lenora Resources Corp.*                          410,325
800,000       Greenstone Resources Ltd.*                             9,400,000
323,800       High River Gold Mines Ltd.*                            1,004,007
454,500       Homestake Mining Co.                                   6,476,625
620,000       IMA Resource Corp. Special Warrants* (1)                 506,599
575,000       Indomin Resources, Ltd.*                               2,013,593
503,999       International All-North Resources Ltd.*             $    113,954
200,000       International Precious Metals Corp.*                     875,000
475,000       Jordex Resources, Inc.*                                  634,173
500,000       Kenrich Mining Corp.*                                    218,850
300,000       Kenrich Mining Corp. Units (1)                            85,348
200,000       Kinross Gold Corp.*                                    1,425,000
204,167       Lytton Minerals, Ltd.*                                   595,821
52,083        Lytton Minerals, Ltd. Warrants*                           38,044
800,000       Madsen Gold Corp.*                                     1,634,240
800,000       Madsen Gold Corp. Warrants*                               29,813
965,000       Meridian Gold Inc.*                                    2,752,895
460,000       Metallica Resources, Inc.*                             1,523,750
500,000       Minera Andes Inc. Special Warrants* (1)                  758,751
1,294,285     Minorca Resources Ltd.*                                2,823,353
889,000       Miramar Mining Corp.*                                  3,889,375
1,000,000     Nelson Gold Corporation Limited*.                        656,600
267,400       Nevsun Resources Ltd.*                                 1,521,693
70,000        Nevsun Resources Ltd. Special Warrants* (1)              318,681
140,000       Newmont Gold Company                                   6,125,000
120,000       Newmont Mining Corp.                                   5,370,000
805,000       Oliver Gold Corp.*                                     2,443,175
287,500       Oliver Gold Corp. Warrants*                              358,872
1,000,000     Palmer Resources Ltd. Units* (1) (2)                   5,195,303
225,000       Palmer Resources Ltd. Special Warrants* (1) (2)          814,197
230,000       Pangea Goldfields, Inc.*                               1,073,939
200,000       Pioneer Group, Inc.                                    4,750,000
1,100,000     Rea Gold Corporation*                                  1,443,750
703,000       Rio Narcea Gold Mines Ltd.*                            1,974,586
222,000       Rio Narcea Gold Mines Ltd. Special Warrants* (1)         498,836
450,000       River Gold Mines Ltd.*                                 1,313,235
300,000       Samax Gold Inc.*                                       1,148,629
1,433,333     Sedex Mining Corp.*                                      784,176
388,800       South American Gold & Copper Ltd.*                       624,024
430,000       South American Gold & Copper Ltd. Special                552,113
              Warrants* (1)
1,000,000     St. Genevieve Resources Ltd. Special Warrants*           805,426
              (1)
965,200       Tombstone Explorations Co. Ltd.*                       1,513,916
412,500       Tombstone Explorations Co. Ltd. Warrants*                 45,335
200,000       Trillion Resources Ltd. Units*                           809,816
500,000       Trio Gold Corp.*                                         346,500
270,000       Trio Gold Corp. Warrants*                                 49,266
235,000       Trumpeter Yukon Gold Inc.*                               137,146
235,000       Trumpeter Yukon Gold Inc. Rights*                         13,701
862,500       Venoro Gold Corp.*                                       132,135
734,300       Viceroy Resource Corp.*                                3,267,929
2,910,000     Vista Gold Corp.*                                      4,001,250
600,000       Western Pacific Mining Exploration Inc. Units*         1,502,626
              (1)
2,790,800     William Resources, Inc.*                               2,870,896
                                                                   171,421,200

              Australia (4.2%)
700,000       Emperor Mines Ltd.*                                    1,362,130
860,000       Great Central Mines Ltd. NL*                            2,445,32
500,000       Newcrest Mining Ltd.                                   1,985,600
2,000,000     Normandy Mining Ltd.                                   2,764,000
                                                                     8,557,054

              Mexico (1.0%)
600,000       Industrias Penoles S.A.*                               2,126,460

              South Africa (9.8%)
1,500,000     Blyvooruitzicht Gold Mining Co. Ltd.*                  1,522,111
95,000        Durban Roodeport Deep Ltd. ADR*                          706,563
105,000       Durban Roodeport Deep Ltd.                               785,085
500,000       East Daggafontein Mines Ltd. ADR*                      1,350,000
301,000       Free State Consolidated Gold Mines Ltd.                2,175,224
100,000       Harmony Gold Mining Co. Ltd.*                            828,430
300,000       Lydenburg Exploration Ltd.*                              904,320
1,000,000     Oryx Gold Holdings Ltd.*                               1,487,900
300,000       Randgold & Exploration Co. Ltd.                        2,043,750
45,000        RandGold Resources Ltd. (1)                              438,750
611,200       Vaal Reefs Exploration & Mining Company, Ltd.          3,909,289
135,000       Western Deep Levels Ltd. ADR                           4,052,751
                                                                    20,204,173
United
Kingdom (.6%)
1,000,000     Reunion Mining PLC*                                    1,249,200
              Total Common Stocks and Warrants
              (cost:  $216,369,464) (98.8%)                        203,558,087
Contracts     Options (.2%)
30            Durban Roodeport Ltd., 12/31/99
              (cost:  $385,042)                                        352,489

Par Value     Convertible Debentures (1.0%)
$2,000,000    Golden Shamrock Mines Ltd., 7.50%,
              due 5/9/00 (cost:  $2,250,000)                         2,022,400
              Total Investments
              (cost: $219,004,506) (100.0%)                        $205,932,976



* Indicates non-income producing security.
(1) Restricted security (see note 5).
(2) Affiliated company.


         Statement of Assets and Liabilities
         December 31, 1996




       Assets:
 Investments at market
  value
 (cost: $219,004,506)               $205,932,976
 (note 1)
  Receivables:
 Investment securities                 1,538,376
 sold
 Fund shares sold                      1,260,162
 Dividends                                 1,032
 Other assets                             15,854
 Total assets                        208,748,400


      Liabilities:
      Payables:
 Fund shares redeemed                  3,988,358
 Demand note payable to                2,769,243
 bank (note 4)
 Investment securities                 1,424,351
 purchased
      Accrued management                  59,600
      and distribution fees
      Accrued expenses                    50,321
 Total liabilities                     8,291,873

      Net Assets:

      (Applicable to 38,928,321 outstanding shares:
      250,000,000 of $.01            $200,456,527
      par value authorized)
      NET ASSET VALUE,
      OFFERING AND
      REDEMPTION PRICE PER
      SHARE
      ($200,456,527 /                       $5.15
      38,928,321)
      At December 31, 1996,
      net assets consisted
      of:
      Paid-in capital                 $216,117,388
      Accumulated net                   (2,587,097)
      realized loss on
      investments
      Net unrealized
      depreciation on
      investments and
      foreign currencies               (13,073,764)
                                      $200,456,527



Statement of Operations
Year Ended December 31, 1996
                                                               Dividends

                                                                 $     741,778
           Interest                                                    332,209
           Total investment income                                   1,073,987

           Investment Management (note 3)                            1,549,358
           Distribution (note 3)                                       387,379
           Transfer agent                                              228,884
           Custodian                                                   148,410
           Professional (note 3)                                       147,728
           Registration (note 3)                                       110,365
           Printing                                                    105,078
           Shareholder administration (note 3)                          77,717
           Directors                                                    10,357
           Other                                                        65,318
           Total expenses                                            2,830,594
           Transfer agent credits (note 4)                            (27,656)
           Expenses reimbursed (note 3)                              (308,230)
           Net expenses                                              2,494,708
           Net investment loss                                     (1,420,721)

           Realized and Unrealized Loss on Investments,
           Foreign Currencies and Futures:

           Net realized loss from foreign currency and               (379,853)
           futures tran fsactions
           Net realized loss from security transactions            (2,303,822)

           Unrealized depreciation of investments and foreign      14,771,827)
           currencies during the period
           Net realized and unrealized loss on investments
           and foreign currencies                                 (17,455,502)
           Net decrease in net assets resulting                  $(18,876,223)
           from operations


Statements of Changes in Net Assets
For the Years Ended December 31, 1996 and 1995


    Operations:                              1996                      1995


    Net investment loss             $ (1,420,721)               $ (136,744)

    Net realized loss from              (379,853)                        --
    foreign currency and
    futures transactions

    Net realized gain (loss)          (2,303,822)                 2,109,455
    from security
    transactions

    Unrealized appreciation          (14,771,827)                   351,869
    (depreciation) of
    investments and foreign
    currencies during the
    period
    Net increase (decrease)          (18,876,223)                 2,324,580
    in net assets resulting
    from operations

    Distributions to
    Shareholders:

    Distributions from net               (84,946)                 (974,250)
    realized gains ($.0023
    and $.29 per share,
    respectively)

    Capital Share
    Transactions:
    Increase in net assets            203,664,653                 7,350,963
    resulting from capital
    share transactions (a)
         Total increase in net        184,703,484                 8,701,293
    assets
    Net Assets:
    Beginning of period                15,753,043                 7,051,750
    End of period                    $200,456,527               $15,753,043
    (a)  Transactions in
    capital shares were as
    follows:
<TABLE>

    1996                                     1995
    Shares                                  Value           Shares               Value

<S>                                    <C>            <C>                    <C>                  <C>        
    Shares sold                        60,650,936     $342,691,686           2,169,918            $ 9,889,520
    Shares issued in                       13,523           81,851             212,371                904,700
    reinvestment of
    distributions

    Shares redeemed                  (25,443,864)                            (800,677)            (3,443,257)
                                                     (139,108,884)
    Net increase                       35,220,595     $203,664,653           1,581,612             $7,350,963
</TABLE>

Transactions in capital shares were as follows:
<TABLE>


                    1996                                                1995
                        Shares                   Value                 Shares                  Value
                      
<S>                       <C>                   <C>                       <C>                  <C>        
     Shares sold          60,650,936            $342,691,686              2,169,918            $ 9,889,520
     Shares issued in         13,523                  81,851                212,371                904,700
     reinvestment of
     distributions



     Shares redeemed    (25,443,864)                                      (800,677)            (3,443,257)
                                               (139,108,884)
     Net increase         35,220,595            $203,664,653              1,581,612             $7,350,963

</TABLE>



Notes to Financial Statements

1. Midas Fund, Inc. (the "Fund") is a Maryland corporation  registered under the
Investment  Company Act of 1940,  as  amended,  as a  non-diversified,  open-end
management  investment  company.  The  investment  objectives  of the  Fund  are
primarily   capital   appreciation   and  protection   against   inflation  and,
secondarily,  current  income.  The Fund seeks to achieve  these  objectives  by
investing  65% of its total  assets  primarily  in (1)  securities  of companies
primarily  involved,   directly  or  indirectly,  in  the  business  of  mining,
processing,  fabricating,  distributing  or otherwise  dealing in gold,  silver,
platinum or other natural  resources and (2) gold,  silver and platinum bullion,
as set  forth in its  prospectus.  The  following  is a summary  of  significant
accounting policies  consistently followed by the Fund in the preparation of its
financial  statements.  With  respect  to  security  valuation,  investments  in
securities traded on a national securities exchange and securities traded on the
Nasdaq  National Market System ("NMS") are valued at the last quoted sales price
on the day the valuations  are made.  Such  securities  that are not traded on a
particular day, securities traded in the over-the-counter market that are not on
NMS, and bullion are valued at the mean between the last  reported bid and asked
prices. Foreign securities,  currencies, and gold, platinum and silver coins are
valued in U.S. dollars at prevailing exchange rates. Assets for which quotations
are not readily available are


<PAGE>



valued as  determined  in good faith by or under the  direction  of the Board of
Directors.  Security  transactions are accounted for on the trade date (the date
the order to buy or sell is  executed).  Dividend  income and  distributions  to
shareholders are recorded on the ex-dividend  date.  Interest income is recorded
on an accrual basis.  Debt  securities  with remaining  maturities of 60 days or
less are valued at cost adjusted for  amortization  of premiums and accretion of
discounts.  In preparing  financial  statements  in  conformity  with  generally
accepted accounting principles,  management makes estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements,  as well as the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

2. The Fund intends to comply with the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute substantially all
its taxable  investment  income and net capital gains, if any, after utilization
of any capital loss  carryforward,  to its shareholders and therefore no Federal
income  tax  provision  is  required.  Based  upon  Federal  income  tax cost of
$219,004,506,  gross unrealized  appreciation and gross unrealized  depreciation
were   $23,578,629  and  $36,650,159,   respectively,   at  December  31,  1996.
Distributions  paid to  shareholders  during the year ended  December  31,  1995
differ from net realized  gains from security  transactions  as  determined  for
financial  reporting purposes  principally as a result of utilization of capital
loss  carryforwards.  At December 31, 1996,  the Fund had an unused capital loss
carryforward of approximately $2,587,100 which expires in 2004.

3. The Fund retains Midas Management  Corporation (the "Investment  Manager") as
its Investment Manager.  Under the terms of the Investment Management Agreement,
the Investment Manager receives a management fee, payable monthly,  based on the
average  daily net assets of the Fund at the  annual  rate of 1% of assets up to
$200 million,  .95% over $200 million up to $400 million, .90% over $400 million
up to $600 million,  .85% over $600 million up to $800  million,  .80% over $800
million up to $1 billion and .75% over $1 billion.  The  Investment  Manager has
agreed to waive all or part of its fee or  reimburse  the Fund monthly if and to
the  extent  the  aggregate  operating  expenses  of the  Fund  exceed  the most
restrictive limit imposed by any state in which shares of the Fund are qualified
for sale,  although  currently  the Fund is not subject to any such  limits.  In
addition,  the  Investment  Manager  has agreed to be  subject to the  following
expense  limitation  for a period of two years  from the date of the  Investment
Management  Agreement,  August 25, 1995,  which  limitation  is calculated as an
amount not in excess of the fee  payable  by the Fund if and to the extent  that
the aggregate operating expenses of the Fund (excluding  interest expense,  Rule
12b-1 Plan of Distribution  fees, taxes,  brokerage fees and commissions) are in
excess of 2.0% of the


<PAGE>



first $10 million of average  net assets of the Fund,  plus 1.5% of the next $20
million of average  net  assets,  plus  1.25% of  average  net assets  above $30
million.  Reimbursement  for the year  ended  December  31,  1996 was  $308,230.
Pursuant to the Investment Management Agreement,  the Investment Manager retains
Lion  Resource   Management  Limited  (the  "Subadviser")   regarding  portfolio
investments.  Pursuant to the Subadvisory agreement,  the Subadviser advises and
consults  with the  Investment  Manager  regarding the  selection,  clearing and
safekeeping  of the Fund's  portfolio  investments  and  assists in pricing  and
generally  monitoring  such  investments.   The  Subadviser  also  provides  the
Investment  Manager with advice as to  allocating  the Fund's  portfolio  assets
among various countries, including the United States and among equities, bullion
and  other  types  of  investments,   including   recommendations   of  specific
investments. The Investment Manager, not the Fund, pays the Subadviser monthly a
percentage  of  the  Investment   Manager's  net  fees  based  upon  the  Fund's
performance  and net assets.  Certain  officers  and  directors  of the Fund are
officers and directors of the Investment  Manager and Investor  Service  Center,
Inc. (the "Distributor").  For the year ended December 31, 1996, an affiliate of
the Investment Manager, received commissions of $120,957 for brokerage services.
The Fund  reimbursed  the  Investment  Manager  $56,751  for  providing  certain
administrative and accounting services at cost.

The Fund has  adopted a plan of  distribution  pursuant  to Rule 12b-1 under the
Investment Company Act of 1940 (the "Plan"). Pursuant to the Plan, the Fund pays
the  Distributor  an amount up to  one-quarter  of one  percent per annum of the
Fund's average daily net assets as  compensation  for  distribution  and service
activities.  The  fee  is  intended  to  cover  personal  services  provided  to
shareholders in the Fund and  maintenance of shareholder  accounts and all other
activities and expenses  primarily  intended to result in the sale of the Fund's
shares.   Investor   Service  Center  also  received   $77,717  for  shareholder
administration  services  which it  provided to the Fund at cost during the year
ended December 31, 1996.

4. The Fund has a  committed  bank line of credit  for  temporary  or  emergency
purposes.  At December 31, 1996, the balance  outstanding was $2,769,243 and the
interest rate was equal to the Federal  Reserve Funds Rate plus 1.75  percentage
points.  For the year ended  December 31, 1996,  the weighted  average  interest
rates was 7.07%  based on the  balances  outstanding  during  the period and the
weighted average amount outstanding was $629,838.

The  Fund has  entered  into an  arrangement  with its  transfer  agent  whereby
interest  earned on uninvested cash balances was used to offset a portion of the
Fund's expenses.  During the period, the Fund's transfer agent fees were reduced
by $27,656


<PAGE>



under such arrangements.

5.  Purchases  and  proceeds  of sales  of  securities  other  than  short  term
investments and bullion aggregated  $237,030,660 and $32,872,215,  respectively,
during the year ended December 31, 1996.

On December 31,  1996,  the Fund held  certain  securities  which are subject to
restrictions on resale.  Investments in restricted securities are valued at fair
value as  determined  in good  faith by or under the  direction  of the Board of
Directors.  Dates  of  acquisition  and  cost of  restricted  securities  are as
follows:



   Shares Date of Acquisition           Cost              Value

  150,000 African Minerals Corp.        11/21/95              $   $     106,658
                                                        166,328
  100,000 Golden Cycle Gold Corp.       12/5/96       1,000,000         715,000
  620,000 IMA Resource Corp. Special    11/27/96        575,695         506,599
          Warrants
  300,000 Kenrich Mining Corp. Units    7/26/96         305,488          85,348
  500,000 Minera Andes Inc. Special     12/16/96        768,049         758,751
          Warrants
   70,000 Nevsun Resources Ltd.         9/5/96          511,005         318,681
          Special Warrants
  225,000 Palmer Resources Ltd.         12/2/96         998,225         814,197
          Special Warrants
1,000,000 Palmer Resources Ltd.         6/21/96       2,196,917       5,195,303
          Units
   45,000 RandGold Resources Ltd.       12/13/96 &      683,500         438,750
                                        12/19/96
  222,000 Rio Narcea Gold Mines Ltd.    11/14/96        624,016         498,836
          Special Warrants
  430,000 South American Gold &         10/16/96        444,215         552,113
          Copper Ltd. Special
          Warrants
1,000,000 St. Genevieve Resources       9/27/96       1,099,949         805,426
          Ltd. Special Warrants
  600,000 Western Pacific Mining        12/5/96
          Exploration Inc. Units                        883,652       1,502,626
                                                    $10,257,039     $12,298,288


At December 31, 1996, the total value of restricted  securities  represent 6.14%
of net assets.

6. A Special Meeting of Shareowners of the Fund ("Special  Meeting") was held on
April 25, 1996  pursuant to notice  given to all  shareholders  of record at the
close of business on February 15,  1996.  At the Special  Meeting,  shareholders
approved the following proposals as indicated:  To Amend, in Part, and Amend and
Reclassify,  in Part,  the Fund's  Fundamental  Investment  Provision  Regarding
Lending and Investments in Repurchase Agreements which Mature in More than Seven
Days (4,560,244.28 in favor,  184,741.40  against,  196,178.75  abstaining);  To
Amend the Fund's Fundamental  Investment  Provision  Regarding Borrowing and the
Issuance  of  Senior  Securities  (4,537,071.70  in favor,  215,982.44  against,
188,110.29  abstaining);  To Amend the Fund's Fundamental  Investment  Provision
Regarding Underwriting  Securities  (4,571,587.47 in favor,  160,270.99 against,
209,305.96  abstaining);  To Amend the Fund's Fundamental  Investment  Provision
Regarding the Purchase or Sale of Real Estate (4,479,552.59 in favor, 269,055.60
against,  192,556.25 abstaining); To Amend and Reclassify the Fund's Fundamental
Investment Provision Regarding  Commodities  (4,557,664.55 in favor,  197,253.73
against,  186,246.16 abstaining); To Amend and Reclassify the Fund's Fundamental
Restriction Regarding  Investments in Exploration or Development Programs,  such
as Oil or Gas Programs  (4,551,070.13 in favor,  194,217.86 against,  195,876.44
abstaining); To Amend and Reclassify the Fund's Fundamental Investment Provision
Regarding  Margin Purchases and Short Sales  (4,553,571.00 in favor,  202,658.87
against,  184,934.56 abstaining); To Amend and Reclassify the Fund's Fundamental
Investment  Provision  Regarding   Investments  in  other  Investment  Companies
(4,553,571.00 in favor, 202,658.87 against, 184,934.56 abstaining); To Amend and
Reclassify the Fund's  Fundamental  Investment  Provision  Regarding Pledging or
Mortgaging its Assets  (4,553,571.00 in favor,  202,658.87  against,  184,934.56
abstaining); To Amend and Reclassify the Fund's Fundamental Investment Provision
Regarding  Investments  in  Securities of Unseasoned  Issuers  (4,553,571.00  in
favor, 202,658.87 against,  184,934.56 abstaining);  To Amend and Reclassify the
Fund's Fundamental Investment Provision Regarding Investments in


<PAGE>



Securities of a Company if those  Officers or Directors of the Fund, who own 1/2
of 1% or more of the  Company's  Securities,  own  together  more than 5% of the
Company's Securities  (4,553,571.00 in favor, 202,658.87 against, and 184,934.56
abstaining); To Amend and Reclassify the Fund's Fundamental Investment Provision
Regarding  the  Purchase  of  Restricted  Securities   (4,553,571.00  in  favor,
202,658.87 against,  184,934.56 abstaining); To Eliminate the Fund's Fundamental
Investment  Provision  Regarding  the  Fund's  Investments  in a  Single  Issuer
(4,553,571.00 in favor, 202,658.87 against, 184,934.56 abstaining).



Financial Highlights
<TABLE>


         Years Ended December31,
                                       1996*          1995*            1994            1993                  1992
                  Per Share Data

<S>                                    <C>            <C>             <C>             <C>                   <C>  
 Net asset value at beginning of       $4.25          $3.32           $4.16           $2.35                 $2.55
                          period
          Income from investment
                     operations:
    Net investment income (loss)       (.05)          (.06)           (.05)           (.01)                   .01
Net realized and unrealized gain         .95           1.28           (.67)            2.34                 (.19)
           (loss) on investments
Total from investment operations         .90           1.22           (.72)            2.33                 (.18)
             Less distributions:
          Distributions from net           _              _               _               _                 (.01)
               investment income
 Distributions from net realized           _          (.29)           (.12)           (.52)                 (.01)
                           gains
             Total distributions           _          (.29)           (.12)           (.52)                 (.02)
Net asset value at end of period       $5.15          $4.25           $3.32           $4.16                 $2.35
                    TOTAL RETURN      21.22%         36.73%        (17.27)%          99.24%                (7.16)

        Ratios/Supplemental Data
                                    $200,457        $15,753          $7,052         $10,357                $4,943
     Net assets at end of period       1.63%          2.26%           2.15%           2.18%                 2.25%
                 (000's omitted)
Ratio of expenses to average net      (.92)%        (1.47)%         (1.26)%         (0.28)%                 0.56%
                  assets (a) (b)
  Ratio of net investment income                                                        63%                   72%
(loss) to average net assets (c)         23%            48%             53%
         Portfolio turnover rate      $.0204

</TABLE>

* Per share net investment  income (loss) and net realized and  unrealized  gain
(loss) on  investments  have been  computed  using the average  number of shares
outstanding.  These  computations  had no effect on net asset  value per  share.
(a)Ratio prior to reimbursement by the Investment  Manager was 1.83%,  2.52% and
2.53%  for the years  ended  December  31,  1996,  1995 and 1992,  respectively.
(b)Ratio after transfer agent and custodian credits were 1.61% and 2.25% for the
years  ended  December  31,  1996 and 1995,  respectively.  Prior to 1995,  such
credits were reflected in the ratio.  There were no custodian  credits for 1996.
(c)Ratio prior to reimbursement by the Investment  Manager was (1.12)%,  (1.73)%
and 0.28% for the periods ended December 31, 1996, 1995 and 1992, respectively.


The Board of Directors and Shareowners of Midas Fund, Inc.:
Report of Independent Certified Public Accountants

                  We have  audited  the  accompanying  statement  of assets  and
liabilities of Midas Fund, Inc.  (formerly  Excel Midas Gold Shares,  Inc. until
August 28, 1995) including the statement of investments as of December 31, 1996,
the related  statement of operations for the year then ended, and the statements
of changes in net assets and financial  highlights for the two years then ended.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits. The financial
statements  of Excel Midas Gold  Shares,  Inc. as of December  31,  1994,  which
include  financial  highlights  for each of the three  years in the period  then
ended,  was audited by other  auditors  whose  report  dated  February 10, 1995,
expressed an unqualified opinion on those statements.
     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our

<PAGE>


procedures included confirmation of securities owned as of December 31, 1996, by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
                  In  our  opinion,   the  financial  statements  and  financial
highlights  referred to above  present  fairly,  in all material  respects,  the
financial position of Midas Fund, Inc., as of December 31, 1996, and the results
of its  operations for the year then ended and the changes in its net assets and
the  financial  highlights  for the two  years  then  ended in  conformity  with
generally accepted accounting principles.


TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
January 17, 1997


<PAGE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission