MIDAS FUND INC
497, 1997-05-23
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                          Prospectus Dated May 1, 1997




    Midas Fund, Inc. seeks primarily capital appreciation and protection against
inflation and, secondarily, current income. Under normal circumstances, the Fund
invests  at  least  65% of its  total  assets  in (i)  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 (ii) gold, silver and platinum bullion.
Such  investments are considered  speculative  and subject to substantial  price
fluctuations  and risks.  The Fund may also borrow money from banks from time to
time to  purchase  or  carry  securities.  Such  borrowing  is  speculative  and
increases both investment  opportunity and investment  risk. See "Risk Factors."
There can be no assurance that the Fund will achieve its investment objectives.

    Midas  Management  Corporation is the Fund's  Investment  Manager,  and Lion
Resource  Management  Limited is the Fund's  Subadviser.  Since 1992,  Mr. Kjeld
Thygesen,  Managing Director of the Subadviser,  has been a portfolio manager of
the Fund. Based in London (U.K.), the Subadviser is a part of Lion Mining Group,
which  specializes in gold mining and resource  company  investment  management,
corporate finance and consulting.

NEWSPAPER LISTING.  Shares of the Fund are sold at the net asset value per share
which is shown daily in the mutual fund section of newspapers  nationwide  under
the heading "Midas Fund."

    This prospectus  contains  information you should know about the Fund, which
is an open-end, management investment company, before investing. You should read
it to decide if an investment in the Fund is right for you.  Please keep it with
your investment records for future reference.  The Fund has filed a Statement of
Additional Information (also dated May 1, 1997) with the Securities and Exchange
Commission ("SEC"). The Statement of Additional Information is available free of
charge by calling  1-800-400-MIDAS,  and is  incorporated  by  reference in this
prospectus.  The SEC maintains a Web site (http://www.sec.gov) that contains the
Fund's Statement of Additional Information,  material incorporated by reference,
and other information  regarding  registrants that file  electronically with the
SEC, as does the Fund.  Fund shares are not bank deposits or obligations  of, or
guaranteed  or endorsed by any bank or any  affiliate  of any bank,  and are not
Federally  insured  by,  obligations  of or  otherwise  supported  by  the  U.S.
Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other agency.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                                                     1

<PAGE>



EXPENSE  TABLES.  The  tables and the  example  below are  designed  to help you
understand  the  various  costs  and  expenses  that you will bear  directly  or
indirectly  as an investor in the Fund.  A $2 monthly  account fee is charged if
your average monthly balance is less than $100,  unless you are in the Automatic
Investment Program (see "How to Purchase Shares").


SHAREHOLDER TRANSACTION EXPENSES                                        
Sales Load Imposed on Purchases..............................      NONE 
Sales Load Imposed on Reinvested Dividends...................      NONE 
Deferred Sales Load..........................................      NONE 
Redemption Fee* within 30 days of purchase (value of shares             
                                                                        
redeemed)....................................................     1.00%
Exchange Fee.................................................      NONE 
*There is no redemption fee after 30 days of purchase.

ANNUAL FUND OPERATING EXPENSES                                       
(as a percentage of average net assets)                              
Management Fees (after reimbursement)...................       0.80% 
12b-1 Fees..............................................       0.25% 
Other Expenses .........................................       0.58% 
                                                               ----- 
                                                                     
Total Fund Operating Expenses (after reimbursement).....       1.63% 

EXAMPLE                                                                        
                                                                                
You would pay the following expenses on a $1,000 investment, assuming a         
5% annual return and a redemption at the end of each time period...............


 1 year       3 years       5 years        10 years
 ------       -------       -------        --------
  $17           $51           $89            $193  
                                                   

The example set forth above  assumes  reinvestment  of all  dividends  and other
distributions  and  assumes  a 5%  annual  rate of  return  as  required  by the
Securities and Exchange Commission ("SEC").  THE EXAMPLE IS AN ILLUSTRATION ONLY
AND  SHOULD  NOT BE  CONSIDERED  AN  INDICATION  OF PAST OR FUTURE  RETURNS  AND
EXPENSES.  ACTUAL  RETURNS AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Without the Investment  Manager's  expense  reimbursement,  Management  Fees and
Total Fund  Operating  Expenses  would have been 1.00% and 1.83% of average  net
assets,  respectively.  The percentages given for Annual Fund Expenses are based
on the Fund's operating  expenses and average daily net assets during its fiscal
year ended  December  31,  1996.  Long term  shareholders  may pay more than the
economic  equivalent  of the maximum  front-end  sales  charge  permitted by the
National  Association of Securities  Dealers,  Inc.'s  ("NASD") rules  regarding
investment  companies.  "Other  Expenses"  includes  amounts  paid  for  certain
custodian,  accounting,  administrative and shareholder  services,  and does not
include interest expense from the Fund's bank borrowing.

FINANCIAL   HIGHLIGHTS  are  presented  below  for  a  share  of  capital  stock
outstanding  throughout  each period since the Fund's  inception.  The following
information is supplemental to the Fund's financial  statements and accompanying
notes,  appearing  in the December 31, 1996 Annual  Report to  Shareholders  and
incorporated  by  reference  in the  Statement of  Additional  Information.  The
financial  statements  and notes for the fiscal year ended December 31, 1996, as
well as the  information  in the table below insofar as it relates to the fiscal
year ended December 31, 1996, have been audited by Tait,  Weller & Baker,  whose
report thereon is included in the Annual Report to Shareholders.  Information in
the table below for the periods  prior to December 31, 1994 was audited by other
auditors.
<TABLE>



                                                                           YEARS ENDED DECEMBER 31,
                                    ------------------------------------------------------------------------------------------------
                                        1996*      1995*      1994     1993       1992    1991     1990      1989      1988     1987
                                        -----      -----      ----     ----       ----    ----     ----      ----      ----     ----
PER SHARE DATA
<S>                                     <C>        <C>       <C>      <C>        <C>     <C>      <C>       <C>       <C>      <C>  
Net asset value, beginning of year..    $4.25      $3.32     $4.16    $2.35      $2.55   $2.59    $3.12     $2.56     $3.16    $2.63
                                        -----      -----     -----    -----      -----   -----    -----     -----     -----    -----
Income from investment operations:
Net investment income (loss)........   (0.05)     (0.06)    (0.05)   (0.01)       0.01    0.03        -    (0.01)    (0.02)     0.00
Net realized and unrealized gain (loss)
on investments......................... 0.95       1.28    (0.67)     2.34     (0.19)  (0.04)   (0.53)      0.57    (0.58)     0.92
                                         ----       ----    ------     ----     ------  ------   ------      ----    ------     ----
  Total from investment operations..     0.90       1.22    (0.72)     2.33     (0.18)  (0.01)   (0.53)      0.56    (0.60)     0.92
Less distributions:
Dividends from net investment income        -          -         -        -     (0.01)  (0.03)        -         -         -        -
Distributions from net realized gains       -     (0.29)    (0.12)   (0.52)     (0.01)       -        -         -         -   (0.33)
Return of capital distributions.....        -          -         -        -          -       -        -         -         -   (0.06)
  Total distributions...............        -     (0.29)    (0.12)   (0.52)     (0.02)  (0.03)     0.00      0.00      0.00   (0.39)
                                                  ------    ------   ------     ------  ------     ----      ----      ----   ------
Net asset value, end of year........    $5.15      $4.25     $3.32    $4.16      $2.35   $2.55    $2.59     $3.12     $2.56    $3.16
                                        =====      =====     =====    =====      =====   =====    =====     =====     =====    =====
TOTAL RETURN........................   21.22%     36.73%  (17.27)%   99.24%    (7.16)% (0.20)% (16.99)%    21.88%  (18.99)%   34.77%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in 000's).. $200,457    $15,753    $7,052  $10,357     $4,943  $6,202   $7,571   $11,168   $12,726  $19,145
Ratio of expenses to average net assets 
(a)(b):                                 1.63%      2.26%     2.15%    2.18%      2.25%   2.25%    2.25%     2.20%     1.82%    1.79%

Ratio of net investment income (loss)          
to average ne assets(c):.............. (0.92)%    (1.47)%   (1.26)%  (0.28)%      0.56%   1.10%    0.06%   (0.32)%   (0.42)%   0.36%
Portfolio turnover .................   22.51%     47.72%    52.62%   63.44%     72.23%  77.26%   58.46%    23.60%     7.52%   27.29%
Average commission per share........  $0.0204
</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%,
2.53%,2.51%  and 2.47% for the years ended December 31, 1996,  1995,  1992, 1991
and 1990, respectively. (b) Ratio after transfer agent and custodian credits was
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.  (c) Ratio prior to
reimbursement by the Investment Manager was (1.12)%,  (1.73)%,  0.28%, 0.83% and
(0.16)%  for the years ended  December  31,  1996,  1995,  1992,  1991 and 1990,
respectively.

                                                                     2

<PAGE>







                                TABLE OF CONTENTS

Expense Tables........................2  Distributions and Taxes..............9
Financial Highlights..................2  Determination of Net Asset Value.....9
The Fund's Investment Program.........3  Investment Manager and Subadviser...10
Risk Factors..........................4  Distribution of Shares..............10
How to Purchase Shares................6  Performance Information.............10
Shareholder Services..................7  Capital Stock.......................11
How to Redeem Shares..................8  Custodian and Transfer Agent........11



                          THE FUND'S INVESTMENT PROGRAM

    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, under normal circumstances,  at least 65%
of its total assets in (i) 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
(ii) gold,  silver and platinum bullion.  Additionally,  up to 35% of the Fund's
total assets may be invested in securities of companies that derive a portion of
their gross  revenues,  directly  or  indirectly,  from the  business of mining,
processing,  fabricating,  distributing  or otherwise  dealing in gold,  silver,
platinum or other natural resources, in securities of selected growth companies,
and  in   securities   issued  by  the  U.S.   Government,   its   agencies   or
instrumentalities.  For purposes of the foregoing,  natural  resources  includes
ferrous and non-ferrous  metals (such as iron,  aluminum and copper),  strategic
metals  (such as uranium  and  titanium),  hydrocarbons  (such as coal,  oil and
natural gases), chemicals, forest products, real estate, food products and other
basic commodities, which historically have been produced and marketed profitably
during periods of rising inflation. See "Risk Factors."

    The Fund retains the  flexibility  to respond  promptly to changes in market
and  economic  conditions  and the  Investment  Manager  may employ a  temporary
defensive  investment strategy if it determines such a strategy to be warranted.
Under a defensive strategy,  the Fund may hold cash and/or invest any portion or
all of its assets in high quality  money market  instruments  of U.S. or foreign
government  or  corporate  issuers.  To the extent the Fund  adopts a  temporary
defensive  posture,  it will  not be  invested  so as to  directly  achieve  its
investment  objectives.  In addition,  pending  investment  of proceeds from new
sales of Fund shares or in order to meet ordinary daily cash needs, the Fund may
hold cash and may  invest in foreign  or  domestic  high  quality  money  market
instruments.  Money market instruments in which the Fund may invest include U.S.
or foreign government securities, high grade commercial paper, bank certificates
of deposit,  bankers' acceptances,  and repurchase agreements relating to any of
the foregoing.

REPURCHASE AGREEMENTS.  Repurchase agreements are transactions in which the Fund
purchases securities from a bank or securities dealer and simultaneously commits
to resell the securities to the bank or dealer at an agreed-upon  date and price
reflecting a market rate of interest unrelated to the coupon rate or maturity of
the  purchased  securities.   The  Fund  maintains  custody  of  the  underlying
securities prior to their repurchase; thus, the obligation of the bank or dealer
to pay the repurchase price on the date agreed to is, in effect, secured by such
securities.  If the value of these securities is less than the repurchase price,
plus any agreed-upon  additional  amount,  the other party to the agreement must
provide  additional  collateral so that at all times the  collateral is at least
equal to the repurchase  price,  plus any  agreed-upon  additional  amount.  The
difference  between  the total  amount to be  received  upon  repurchase  of the
securities  and the price  that was paid by the Fund upon their  acquisition  is
accrued as interest and included in the Fund's net investment income. Repurchase
agreements  carry  certain  risks not  associated  with  direct  investments  in
securities,  including  possible  declines in the market value of the underlying
securities  and delays and costs to the Fund if the other party to a  repurchase
agreement  becomes  insolvent.   The  Fund  intends  to  enter  into  repurchase
agreements  only  with  banks  and  dealers  in  transactions  believed  by  the
Investment Manager to present minimum credit risks in accordance with guidelines
established by the Fund's Board of Directors. The Investment Manager reviews and
monitors the  creditworthiness  of those  institutions under the board's general
supervision.

DEBT  SECURITIES.  When  seeking to achieve its  secondary  objective of current
income,  the Fund will  normally  invest in  investment  grade debt  securities.
Investment  grade  securities  are those rated in the top four  categories  by a
nationally recognized  statistical rating organization such as Standard & Poor's
Ratings  Group  ("Standard  &  Poor's")  or  Moody's  Investors  Service,   Inc.
("Moody's")  or, if unrated,  are determined by the Investment  Manager to be of
comparable quality.  Moody's considers securities in the fourth highest category
to  have  speculative   characteristics.   Such  securities  may  include  long,
intermediate  and  short  maturities,  depending  on  the  Investment  Manager's
evaluation of market  patterns and trends.  The Fund may invest up to 35% of its
total assets in debt securities rated below investment grade, although it has no
current intention of investing more than 5% of its net assets in such securities
during  the  coming  year.  The Fund may also  invest  without  limit in unrated
securities if such securities offer, in the Investment  Manager's  opinion,  the
opportunity  for a high  overall  return by reason of their  yield,  discount at
purchase, or potential for

                                                                     3

<PAGE>



capital appreciation without undue risk. Securities rated below investment grade
and many unrated  securities  may be considered  predominantly  speculative  and
subject to greater market fluctuations and risks of loss of income and principal
than higher rated debt securities.  The market value of debt securities  usually
is affected by changes in the level of interest  rates.  An increase in interest
rates  tends to reduce the market  value of such  investments,  and a decline in
interest rates tends to increase their value. In addition,  debt securities with
longer  maturities,  which  tend  to  produce  higher  yields,  are  subject  to
potentially greater capital  appreciation and depreciation than obligations with
shorter  maturities.  Fluctuations  in  the  market  value  of  debt  securities
subsequent to their  acquisition do not affect cash income from such  securities
but are reflected in the Fund's net asset value.

OPTIONS, FUTURES, AND FORWARD CURRENCY CONTRACTS. The Fund may purchase and sell
options (including options on precious metals,  foreign  currencies,  equity and
debt securities,  and securities indices),  futures contracts (including futures
contracts on precious  metals,  foreign  currencies,  securities  and securities
indices), options on futures contracts, and forward currency contracts. The Fund
may use options,  futures, and forward contracts for hedging and yield or income
enhancement  purposes.  For  example,  the Fund could  purchase  call options on
securities  that  the  Investment  Manager  intends  to  include  in the  Fund's
portfolio in order to fix the cost of a future purchase or to attempt to enhance
return by, for example,  participating  in an  anticipated  price  increase of a
security.  The Fund could  purchase put options on securities to hedge against a
decline in the market  value of  securities  held in the Fund's  portfolio or to
attempt to enhance  yield or income.  The Fund could  write  (sell) put and call
options on securities to enhance yield or income or as a limited hedge. The Fund
could  purchase and sell these  instruments in order to attempt to hedge against
changes in securities prices,  interest rates or foreign currency exchange rates
or precious metal prices or to enhance yield or income.

OTHER INFORMATION.  The Fund is  "non-diversified," as defined in the Investment
Company Act of 1940, as amended ("1940 Act"), but intends to continue to qualify
as a regulated  investment company for Federal income tax purposes.  This means,
in general,  that more than 5% of the Fund's total assets may be invested in the
securities of one issuer  (including a foreign  government),  but only if at the
close of each quarter of the Fund's taxable year,  the aggregate  amount of such
holdings is less than 50% of the value of its total  assets and no more than 25%
of the  value of its total  assets is  invested  in the  securities  of a single
issuer.  To the  extent  that the  Fund's  portfolio  at times may  include  the
securities  of a smaller  number of issuers  than if it were  "diversified,"  as
defined in the 1940 Act,  the Fund will at such times be subject to greater risk
with respect to its portfolio securities than an investment company that invests
in a broader range of securities,  in that changes in the financial condition or
market assessment of a single issuer may cause greater fluctuation in the Fund's
total  return.  The Fund may  invest  up to 15% of its net  assets  in  illiquid
securities,  including repurchase  agreements with a maturity of more than seven
days. Illiquid securities may be more difficult to value than more widely traded
securities and the prices realized from the sales of illiquid  securities may be
less than if such securities were more widely traded.  In addition to the Fund's
fundamental investment objectives and concentration policy, the Fund has adopted
certain  investment  restrictions  set  forth  in the  Statement  of  Additional
Information  that are  fundamental  and may not be changed  without  shareholder
approval.  The Fund's other  investment  policies are not fundamental and may be
changed by the Board of Directors without shareholder approval.

                                  RISK FACTORS

    Because of the  following  considerations,  Fund shares should be considered
speculative, are subject to substantial price fluctuations and risks and are not
a complete investment program. Risks in the Fund's investment policies include:

1. PRICE  FLUCTUATIONS  IN BULLION.  The value of the Fund's  investments may be
affected by changes in the price of gold, platinum,  and silver. Gold, platinum,
and  silver  have been  subject to  substantial  price  fluctuations  over short
periods of time.  The prices have been  influenced by industrial  and commercial
demand, investment and speculation,  and monetary and fiscal policies of central
banks and governmental and international agencies. Price fluctuations in bullion
can also cause large price  fluctuations in the securities in which the Fund may
invest.

2. CONCENTRATION OF SOURCE OF SUPPLY AND CONTROL OF SALES. Currently,  there are
only six major producers of gold: the Republic of South Africa ("South Africa"),
the United States, Australia, the Commonwealth of Independent States (the "CIS,"
formerly the Union of Soviet Socialist  Republics),  Canada, and China. As South
Africa,  the CIS and China  are  three  major  producers  of gold and  platinum,
changes in political,  social and economic conditions  affecting these countries
pose certain risks to the Fund's  investments.  The social  upheaval and related
economic  difficulties  in South  Africa,  the CIS and China,  may, from time to
time,  influence  the price of gold and  platinum and the share values of mining
companies  involved  in South  Africa,  the CIS,  and China and  elsewhere.  For
example,  South  Africa  depends  significantly  on gold  sales for the  foreign
exchange  necessary  to  finance  its  imports.  Accordingly,  investors  should
understand  the special  considerations  and risks related to such an investment
emphasis,  and its  potential  effect on the  Fund's per share  value.  National
economic and political developments could affect South Africa's policy regarding
gold  sales  and in turn the  price  of gold  and the  share  values  of  mining
companies involved in South Africa.

3.  CONCENTRATION.  As a  matter  of  fundamental  investment  policy,  the Fund
concentrates its investments in (i) securities of companies  primarily involved,
directly or  indirectly  in, or that  derive a portion of their gross  revenues,
directly or indirectly  from, the business of mining,  processing,  fabricating,
distributing or otherwise dealing in gold,  silver,  platinum,  or other natural
resources  and (ii)  gold,  silver  and  platinum  bullion.  Such  concentration
subjects the Fund's shares to greater risk than a fund whose portfolio is not so
concentrated in that the Fund's shares will be affected by economic,  political,
legislative and regulatory developments impacting the companies

                                                                     4

<PAGE>



or bullion in which it may invest.  As a result of such  concentration  the Fund
may experience  increased problems of liquidity and the value of Fund shares may
fluctuate more than if it invested in a greater number of industries.

4.  PRIVATE  PLACEMENTS.  The Fund may  invest  in  securities  that are sold in
private placement transactions between the issuers and their purchasers and that
are neither  listed on an exchange nor traded in the secondary  market.  In many
cases,  privately  placed  securities  will be subject to  contractual  or legal
restrictions on transfer. As a result of the absence of a public trading market,
privately  placed  securities  may in turn be less liquid and more  difficult to
value than publicly traded securities.  Although privately placed securities may
be resold in privately  negotiated  transactions,  the prices  realized from the
sales  could,  due to  illiquidity,  be less than if such  securities  were more
widely traded. In addition, issuers whose securities are not publicly traded may
not be subject to the disclosure and other investor protection requirements that
may be applicable if their  securities  were publicly  traded.  If any privately
placed  securities  held by the Fund are  required  to be  registered  under the
securities laws of one or more  jurisdictions  before being resold, the Fund may
be required to bear the expenses of registration.

5. SMALL  CAPITALIZATION  COMPANIES.  The Fund may invest in companies  that are
small or thinly  capitalized,  and may have a limited  operating  history.  As a
result,  investment  in  these  securities  involves  greater  risks  and may be
considered  speculative.  For  example,  such  companies  may have more  limited
product  lines,  markets or  financial  resources  than  companies  with  larger
capitalizations,  and may be more  dependent  on a small  management  group.  In
addition,  the  securities of such  companies may trade less  frequently  and in
smaller  volume,  and may be subject to more abrupt or erratic price  movements,
than securities of large  companies.  The Fund's positions in securities of such
companies  may be  substantial  in  relation  to the market of such  securities.
Accordingly,  it may be difficult for the Fund to dispose of securities of these
companies at prevailing market prices. Full development of these companies takes
time,  and for this reason the Fund should be considered a long term  investment
and not a vehicle for seeking  short term  profit.  The  securities  of small or
thinly  capitalized  companies may also be more sensitive to market changes than
the securities of large  companies.  Such companies may not be well known to the
investing public and may not have  institutional  ownership.  Such companies may
also be more  vulnerable than larger  companies to adverse  business or economic
developments.

6.  BORROWING.  The Fund may borrow money from banks  (including  its  custodian
bank) to purchase  and carry  securities  and will pay  interest  thereon.  Such
borrowing  is  referred to as  leverage,  is  speculative,  and  increases  both
investment  opportunity  and  investment  risk.  If  the  investment  income  on
securities  purchased  with  borrowed  money  exceeds the  interest  paid on the
borrowing,  the Fund's income will be correspondingly  higher. If the investment
income fails to cover the Fund's costs, including interest on borrowings,  or if
there are losses,  the net asset value of the Fund's shares will decrease faster
than would  otherwise  be the case.  The 1940 Act  requires the Fund to maintain
asset  coverage of at least 300%  (including  the amount  borrowed) for all such
borrowings, and should such asset coverage at any time fall below 300%, the Fund
will be  required  to reduce  its  borrowing  within  three  days to the  extent
necessary to meet the  requirements of the 1940 Act. To reduce its borrowing the
Fund might be required to sell securities at a disadvantageous time. Interest on
money  borrowed is an expense  the Fund would not  otherwise  incur,  and it may
therefore  have little or no  investment  income during  periods of  substantial
borrowings.

7. TAX OR CURRENCY LAWS. Changes in tax or currency laws of the United States or
foreign countries,  such as imposition of withholding taxes or other taxes or of
exchange controls on foreign currencies, may inhibit or increase the cost of the
Fund's pursuit of its investment program.

8.  UNPREDICTABLE   INTERNATIONAL  MONETARY  POLICIES,  ECONOMIC  AND  POLITICAL
CONDITIONS.  Under unusual international  monetary or political conditions,  the
Fund's  assets  might be less  liquid and the change in value of its assets more
volatile than would be the case with other investments.  In particular,  because
the prices of gold and platinum may be affected by  unpredictable  international
monetary policies and economic  conditions there may be greater  likelihood of a
more dramatic  impact upon the market prices of securities of companies  mining,
processing  or dealing in gold and other  precious  metals  than would  occur in
other industries.

9. FOREIGN  SECURITIES,  MARKETS AND CURRENCIES.  All or a portion of the Fund's
assets may be invested in foreign  securities.  Investing in foreign securities,
which are  generally  denominated  in foreign  currencies,  and  utilization  of
forward  contracts  on  foreign   currencies   involve  certain   considerations
comprising both risk and opportunity not typically  associated with investing in
U.S. securities. These considerations include: fluctuations in currency exchange
rates;  restrictions on foreign investment and repatriation of capital; costs of
converting  foreign  currency into U.S.  dollars;  greater price  volatility and
trading   illiquidity;   less  public  information  on  issuers  of  securities;
non-negotiable  brokerage  commissions;  difficulty  in  enforcing  legal rights
outside  of the  United  States;  lack  of  uniform  accounting,  auditing,  and
financial  reporting  standards;  the  possible  imposition  of  foreign  taxes,
exchange  controls  (which may  include  suspension  of the  ability to transfer
currency  from a given  country),  and currency  restrictions;  and the possible
greater  political,  economic,  and social  instability of developing as well as
developed  countries,  including  nationalization,  expropriation of assets, and
war.   Furthermore,   individual  foreign  economies  may  differ  favorably  or
unfavorably  from the U.S.  economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency, and
balance of payments  position.  These risks are often heightened when the Fund's
investments  are  concentrated  in a small  number of  countries.  In  addition,
because   transactional  and  custodial  expenses  for  foreign  securities  are
generally higher than for domestic  securities,  the Fund's expense ratio can be
expected to be higher than for  investment  companies  investing  exclusively in
domestic securities.

     The Fund may invest in  securities  of issuers  located in emerging  market
countries.  The risks of  investing  in foreign  securities  may be greater with
respect to securities of issuers in, or denominated in the currencies of,
emerging market countries. The
                                                                     5

<PAGE>



possibility of revolution and the dependence on foreign economic  assistance may
be greater  in  emerging  market  countries  than in  developed  countries.  The
economies of emerging  market  countries  generally are heavily  dependent  upon
international trade and accordingly,  have been and may continue to be adversely
affected by trade barriers,  exchange controls,  managed adjustments in relative
currency values and other  protectionist  measures  imposed or negotiated by the
countries with which they trade. These economies also have been and may continue
to be adversely affected by economic conditions in the countries with which they
trade.  The securities  markets of emerging market  countries are  substantially
smaller,  less  developed,  less liquid and more  volatile  than the  securities
markets of the U.S. and other  developed  countries.  Disclosure  and regulatory
standards in many respects are less stringent in emerging market  countries than
in the  U.S.  and  other  major  markets.  There  also  may be a lower  level of
monitoring and regulation of emerging markets and the activities of investors in
such markets,  and enforcement of existing regulations may be extremely limited.
Investing in local  markets,  particularly  in emerging  market  countries,  may
require the Fund to adopt special procedures, seek local government approvals or
take other  actions,  each of which may  involve  additional  costs to the Fund.
Certain emerging market countries may also restrict investment  opportunities in
issuers in industries deemed important to national interests.

    The Fund may purchase  securities on U.S. and foreign stock  exchanges or in
the  over-the-counter  market.  Foreign  stock  markets  are  generally  not  as
developed or efficient as those in the United  States.  In most foreign  markets
volume  and  liquidity  are  less  than in the  United  States  and,  at  times,
volatility of price can be greater than in the United States.  Fixed commissions
on some foreign stock  exchanges are higher than the  negotiated  commissions on
U.S. exchanges. There is generally less government supervision and regulation of
foreign stock exchanges, brokers and companies than in the United States. If the
Fund invests in  countries in which  settlement  of  transactions  is subject to
delay, the Fund's ability to purchase and sell portfolio  securities at the time
it desires may be hampered.  Delays in settlement practices in foreign countries
may  also  affect  the  Fund's  liquidity,  making  it  more  difficult  to meet
redemption  requests,  or require the Fund to maintain a greater  portion of its
assets in money market  investments in order to meet such requests.  Some of the
securities  in which the Fund invests may not be widely  traded,  and the Fund's
position in such  securities  may be  substantial  in relation to the market for
such  securities.  Accordingly,  it may be difficult  for the Fund to dispose of
such  securities  at  prevailing  market  prices  in  order  to meet  redemption
requests.

    Since investment in foreign  securities  usually involves foreign currencies
and  since  the Fund may  temporarily  hold  cash in bank  deposits  in  foreign
currencies  in order to  facilitate  portfolio  transactions,  the  value of the
Fund's  assets  as  measured  in  U.S.  dollars  may be  affected  favorably  or
unfavorably by changes in foreign  currency  exchange rates and exchange control
regulations.  For example, if the value of the U.S. dollar decreases relative to
a  foreign  currency  in  which a Fund  investment  is  denominated  or which is
temporarily held by the Fund to facilitate portfolio transactions,  the value of
such Fund  assets and the Fund's net asset  value per share will  increase,  all
else  being  equal.  Conversely,  an  increase  in the value of the U.S.  dollar
relative  to such a foreign  currency  will  result in a decline in the value of
such  Fund  assets  and its net  asset  value  per  share.  The Fund  may  incur
additional  costs in connection  with  conversions  of currencies and securities
into  U.S.  dollars.  The  Fund  will  conduct  its  foreign  currency  exchange
transactions  either on a spot (i.e.,  cash)  basis,  or through  entering  into
forward  contracts.  The Fund generally  will not enter into a forward  contract
with a term of greater than one year.

    The  Fund  may hold a  portion  or all of its  cash in the  form of  foreign
currencies.  Since investments in foreign  currencies,  bullion and coins do not
yield income,  the Fund may not achieve its secondary  objective  during periods
when it holds significant  positions in such investments.  The Fund purchases or
sells gold,  platinum,  and silver bullion  primarily of standard  weight at the
best available prices in the New York bullion market (see  "Determination of Net
Asset Value").  The Investment Manager retains discretion,  however, to purchase
or sell bullion in other markets,  including  foreign markets,  if better prices
can be obtained.

    When  purchasing  foreign  securities,  the Fund  will  ordinarily  purchase
securities  which  are  traded  in the  U.S.  or  purchase  American  Depository
Receipts,  which are certificates issued by U.S. banks representing the right to
receive   securities  of  a  foreign  issuer  deposited  with  that  bank  or  a
correspondent bank.  However,  the Fund may purchase foreign securities directly
in foreign  markets so long as in  management's  judgment an established  public
trading  market exists (that is, there are a sufficient  number of shares traded
regularly relative to the number of shares to be purchased by the Fund).

10. OPTIONS,  FUTURES, AND FORWARD CURRENCY CONTRACTS.  Strategies with options,
futures,  and forward  currency  contracts may be limited by market  conditions,
regulatory limits and tax  considerations,  and the Fund might not employ any of
the strategies described above. There can be no assurance that any strategy used
will be successful.  The loss from investing in certain of these  instruments is
potentially  unlimited.  Options and futures may fail as hedging  techniques  in
cases  where  price  movements  of the  instruments  underlying  the options and
futures do not  follow  the price  movements  of the  instrument  subject to the
hedge.  Gains and losses on  investments  in options and  futures  depend on the
Investment Manager's ability to predict correctly the direction of stock prices,
interest rates,  foreign currency  exchange rates,  precious metals prices,  and
other economic factors.  In addition,  the Fund will likely be unable to control
losses by closing its position  where a liquid  secondary  market does not exist
and  there is no  assurance  that a  liquid  secondary  market  for all of these
instruments  will always  exist.  It also may be necessary to defer  closing out
hedged positions to avoid adverse tax consequences. The percentage of the Fund's
assets set aside to cover its  obligations  under options,  futures,  or forward
currency contracts could impede effective portfolio management or the ability to
meet redemption or other current obligations.


                                                                     6

<PAGE>



11. LACK OF INCOME ON GOLD,  SILVER,  AND PLATINUM  INVESTMENTS.  Investments in
gold,  silver and platinum  bullion do not generate  income and will subject the
Fund to taxes and  insurance,  shipping  and storage  costs.  The sole source of
return to the Fund from such investments would be gains realized on sales, and a
negative return would be realized if such investments are sold at a loss.

                             HOW TO PURCHASE SHARES

    The Fund's shares are sold on a continuing  basis at the net asset value per
share next  determined  after  receipt and  acceptance  of the order by Investor
Service  Center or its agent  (see  "Determination  of Net  Asset  Value").  The
minimum initial investment is $1,000 for regular and Uniform  Gifts/Transfers to
Minors custody  accounts,  and $500 for Midas  retirement  plans,  which include
individual  retirement accounts ("IRAs"),  simplified employee pension plan IRAs
("SEP-IRAs"), rollover IRAs, profit sharing and money purchase plans, and 403(b)
plan accounts.  The minimum subsequent investment is $50. The initial investment
minimums  are  waived if you elect to invest  $50 or more each month in the Fund
through the Midas Automatic  Investment  Program (see  "Additional  Investments"
below). The Fund in its discretion may waive or lower the investment minimums.

INITIAL  INVESTMENT.  The Account  Application  that accompanies this prospectus
should be  completed,  signed and, with a check or other  negotiable  bank draft
drawn to the order of Midas Fund, mailed to Investor Service Center, Box 419789,
Kansas City, MO 64141-6789.  Initial investments also may be made by having your
bank wire money, as set forth below, in order to avoid mail delays.

ADDITIONAL  INVESTMENTS.  Additional investments may be made conveniently at any
time by any one or more of the following methods:

o   MIDAS AUTOMATIC  INVESTMENT  PROGRAM.  With the Midas  Automatic  Investment
    Program,  you can establish a convenient and affordable long term investment
    program  through  one or more of the  Plans  explained  below.  Each Plan is
    designed to facilitate an automatic  monthly  investment of $50 or more into
    your Fund account.

    The MIDAS BANK  TRANSFER PLAN lets you purchase Fund shares on a certain day
    each month by  transferring  electronically  a specified  dollar amount from
    your regular  checking  account,  NOW account,  or bank money market deposit
    account.

    In the  MIDAS  SALARY  INVESTING  PLAN,  part or all of your  salary  may be
    invested electronically in Fund shares on each pay date, depending upon your
    employer's direct deposit program.

    The MIDAS GOVERNMENT DIRECT DEPOSIT PLAN allows you to deposit automatically
    part or all of certain  U.S.  Government  payments  into your Fund  account.
    Eligible U.S. Government payments include Social Security, pension benefits,
    military or retirement benefits,  salary,  veteran's benefits and most other
    recurring payments.

    For more  information  concerning  these Plans,  or to request the necessary
    authorization form(s), please call Investor Service Center, 1-800-400-MIDAS.
    You may modify or terminate  the Bank  Transfer  Plan at any time by written
    notice received at least 10 days prior to the scheduled  investment date. To
    modify or terminate the Salary  Investing Plan or Government  Direct Deposit
    Plan, you should  contact,  respectively,  your employer or the  appropriate
    U.S. Government agency. The Fund reserves the right to redeem any account if
    participation  in the Program is terminated and the account's  value is less
    than  $500.  The  Program  and the Plans do not  assure a profit or  protect
    against loss in a declining market,  and you should consider your ability to
    make purchases when prices are low.

o   CHECK.  Mail a check or other negotiable bank draft ($50 minimum),  drawn to
    the order of Midas Fund,  together with a Midas FastDeposit form to Investor
    Service Center,  Box 419789,  Kansas City, MO 64141-6789.  If you do not use
    that form,  please send a letter  indicating the account number to which the
    subsequent  investment  is to be  credited,  and  name(s) of the  registered
    owner(s).

o   ELECTRONIC FUNDS TRANSFER (EFT). With EFT, you may purchase  additional Fund
    shares  quickly  and  simply,  just  by  calling  Investor  Service  Center,
    1-800-400-MIDAS.  We will  contact the bank you  designate  on your  Account
    Application  or  Authorization  Form to arrange  for the EFT,  which is done
    through the  Automated  Clearing  House system,  to your Fund  account.  For
    requests  received by 4 p.m.,  eastern time, the investment will be credited
    to your Fund account  ordinarily  within two business  days.  There is a $50
    minimum for each EFT  investment.  Your designated bank must be an Automated
    Clearing House member and any subsequent changes in bank account information
    must be submitted in writing with a voided check.

o FEDERAL FUNDS WIRE. You may wire money,  by following the procedures set forth
  below, to receive that day's net asset value per share.

INVESTING BY WIRE. For an initial  investment by wire, you must first  telephone
Investor  Service Center,  1-800-400-MIDAS,  to give the name(s) under which the
account is to be registered,  tax  identification  number,  the name of the bank
sending the wire, and to be assigned a Midas Fund account  number.  You may then
purchase shares by requesting your bank to transmit immediately  available funds
("Federal  funds") by wire to: United  Missouri Bank NA, ABA  #10-10-00695;  for
Account  98-7052-724-3;  Midas Fund.  Your  account  number and name(s)  must be
specified  in the wire as they are to appear on the  account  registration.  You
should then enter your account number on your completed Account  Application and
promptly forward it to Investor Service Center, Box 419789,

                                                                     7

<PAGE>



Kansas  City,  MO  64141-6789.  This  service is not  available on days when the
Federal  Reserve wire system is closed.  Subsequent  investments  by wire may be
made at any time  without  having  to call  Investor  Service  Center  by simply
following the same wiring procedures.

SHAREHOLDER ACCOUNTS. When you invest in the Fund, your account will be credited
with all full and fractional shares (to three decimal places), together with any
dividends  and  other  distributions  that are paid in  additional  shares  (see
"Distributions and Taxes"). For joint tenant accounts, any account owner has the
authority  to act on the account  without  notice to the other  account  owners.
Investor  Service Center in its sole  discretion and for its protection may, but
is not  obligated  to,  require the written  consent of all account  owners of a
joint tenant account prior to acting upon the instructions of any account owner.
Stock  certificates  will be  issued  only for full  shares  when  requested  in
writing.  In  order  to  facilitate  redemptions  and  provide  safekeeping,  we
recommend  that you do not request  certificates.  You will receive  transaction
confirmations upon purchasing or selling shares, and quarterly statements.

WHEN ORDERS ARE  EFFECTIVE.  The purchase price for Fund shares is the net asset
value of such shares next  determined  after receipt and  acceptance by Investor
Service  Center of a purchase  order in proper form.  All purchases are accepted
subject to collection at full face value in Federal funds.  Checks must be drawn
in U.S.  dollars on a U.S.  bank. No third party checks will be accepted and the
Fund reserves the right to reject any order for any reason. Accounts are charged
$30 by the Transfer  Agent for submitting  checks for  investment  which are not
honored by the investor's bank.

                              SHAREHOLDER SERVICES

    You may modify or terminate your  participation in any of the Fund's special
plans or services at any time.  Shares or cash should not be withdrawn  from any
tax-advantaged  retirement plan described below,  however,  without consulting a
tax adviser concerning possible adverse tax consequences. Additional information
regarding  any of the  following  services is available  from  Investor  Service
Center, 1-800-400-MIDAS.

ELECTRONIC FUNDS TRANSFER (EFT). You automatically have the privilege of linking
your bank account  designated on your Account  Application or Authorization Form
and your Fund account with Midas' EFT service.  With EFT, you use the  Automated
Clearing  House  system to  electronically  transfer  money  quickly  and safely
between  your  bank  and  Fund  accounts.  EFT may be used  for  purchasing  and
redeeming Fund shares,  direct deposit of dividends and other distributions into
your bank account, the Automatic  Investment Program, the Systematic  Withdrawal
Plan,  and  systematic  IRA  distributions.  You may decline  this  privilege by
checking the indicated box on the Account Application. Any subsequent changes in
bank account  information  must be submitted in writing (and the Transfer  Agent
may require the signature to be guaranteed), with a voided check.

SYSTEMATIC  WITHDRAWAL  PLAN.  If you own Fund  shares  with a value of at least
$20,000 you may elect an automatic monthly or quarterly  withdrawal of cash from
your Fund account in fixed or variable  amounts,  subject to a minimum amount of
$100.   Under  the   Systematic   Withdrawal   Plan,  all  dividends  and  other
distributions, if any, are reinvested in the Fund.

ASSIGNMENT.  Fund shares may be transferred to another owner.  Instructions  are
available from Investor Service Center, 1-800-400- MIDAS.

TAX-ADVANTAGED RETIREMENT PLANS. These plans provide an opportunity to set aside
money for  retirement  in a  tax-advantaged  account  in which  earnings  can be
compounded  without  incurring a tax liability  until the money and earnings are
withdrawn.   Contributions   may  be   fully   or   partially   deductible   (or
non-deductible)  for Federal income tax purposes as noted below.  Information on
any of these  plans  is  available  from  Investor  Service  Center  by  calling
toll-free at 1-800-400-MIDAS.

    The minimum  investment to establish a Midas IRA or other retirement plan is
$500.  Minimum subsequent  investments are $50. The initial investment  minimums
are waived if you elect to invest $50 or more each month in the Fund through the
Midas  Automatic  Investment  Program.  There are no  set-up  fees for any Midas
Retirement  Plans.  Subject  to change on 30 days'  notice,  the plan  custodian
charges Midas IRAs a $10 annual fiduciary fee, $10 for each  distribution  prior
to age 59 1/2, and a $20 plan termination fee; however, the annual fiduciary fee
is waived if your IRA has assets of  $10,000 or more or if you invest  regularly
through the Midas Automatic Investment Program.

|X| IRA AND SEP-IRA ACCOUNTS.  Anyone with earned income who is less than age 70
1/2at the end of the tax year,  even if also  participating  in another  type of
retirement  plan, may establish an IRA and contribute  each year up to $2,000 or
100% of earned income,  whichever is less. For married couples,  each spouse may
contribute up to $2,000 into an IRA regardless of whether each spouse has $2,000
of earned income,  provided,  however,  that their aggregate earned income is at
least  $4,000  (where such income is less than  $4,000,  special  rules  apply).
Employers may also make contributions to an IRA on behalf of an individual under
a  Simplified  Employee  Pension  Plan  ("SEP") in any amount up to 15% of up to
$150,000 of compensation. Also, as of January 1, 1997, a small employer with 100
or fewer employees may establish a Savings Incentive Match Plan for Employees of
Small Employers ("SIMPLE"),  which will allow certain eligible employees to make
elective contributions to a SIMPLE IRA of up to $6,000 per year and will require
the employer to make either matching or non-matching contributions.

                                                                     8

<PAGE>



    Generally,  taxpayers  may  contribute  to an IRA  during  the tax  year and
    through  the next year  until the  income  tax  return for that year is due,
    without regard to extensions.  Thus, most individuals may contribute for the
    1997 tax year through  April 15, 1998 and for the 1998 tax year from January
    1, 1998 through April 15, 1999.

    DEDUCTIBILITY.  IRA  contributions  are fully deductible for many taxpayers.
    For a  taxpayer  who  is an  active  participant  in an  employer-maintained
    retirement  plan (or whose  spouse  is), a portion of IRA  contributions  is
    deductible  if  adjusted  gross  income  (before  the  IRA   deductions)  is
    $40,000-$50,000  (if married)  and  $25,000-$35,000  (if  single).  Only IRA
    contributions   by  a  taxpayer   who  is  an  active   participant   in  an
    employer-maintained  retirement  plan (or whose  spouse is) and has adjusted
    gross  income of more than $50,000 (if married) and $35,000 (if single) will
    not be deductible at all. An eligible  individual  may establish a Midas IRA
    under the  prototype  plan  available  through  the Fund,  even  though such
    individual  or  spouse  actively  participates  in  an   employer-maintained
    retirement plan.

o   IRA  TRANSFER  AND  ROLLOVER  ACCOUNTS.  Special  forms are  available  from
    Investor Service Center, 1-800-400-MIDAS,  which make it easy to transfer or
    roll over IRA  assets to a Midas  IRA.  An IRA may be  transferred  from one
    financial   institution  to  another  without   adverse  tax   consequences.
    Similarly,  no taxes  need be paid on a lump-sum  distribution  that you may
    receive as a payment from a qualified  pension or profit sharing plan due to
    retirement,  job  termination  or  termination  of the plan,  so long as the
    assets are put into an IRA Rollover account within 60 days of the receipt of
    the payment.  Withholding for Federal income tax purposes is required at the
    rate of 20% for "eligible rollover  distributions"  made from any retirement
    plan (other than an IRA) that are not directly  transferred  to an "eligible
    retirement plan," such as a Midas Rollover Account.

o   PROFIT SHARING AND MONEY PURCHASE PLANS.  These Plans provide an opportunity
    to accumulate  earnings on a tax-deferred basis by permitting  corporations,
    self-employed individuals (including partners) and their employees generally
    to contribute (and deduct) up to $30,000  annually or, if less, 25% (15% for
    profit sharing plans) of compensation or  self-employment  earnings of up to
    $150,000.  Corporations  and  partnerships,  as  well  as all  self-employed
    persons, are eligible to establish these Plans. In addition, a person who is
    both salaried and self-employed, such as a college professor who serves as a
    consultant,  may  adopt  these  retirement  plans  based on  self-employment
    earnings.

|X| SECTION 403(B) ACCOUNTS.  Section  403(b)(7) of the Internal Revenue Code of
1986, as amended ("Code"),  permits the estab lishment of custodial  accounts on
behalf  of  employees   of  public   school   systems  and  certain   tax-exempt
organizations.  A  partici  pant  in  such a plan  does  not  pay  taxes  on any
contributions  made by the participant's  employer to the participant's  account
pursuant to a salary reduction agreement,  up to a maximum amount, or "exclusion
allowance."  The exclusion  allowance is generally  computed by multiplying  the
participant's  years of  service  times  20% of the  participant's  compensation
included  in gross  income  received  from the  employer  (reduced by any amount
previously  contributed by the employer to any 403(b) account for the benefit of
the participant and excluded from the participant's gross income).  However, the
exclusion  allowance  may not  exceed  the  lesser  of 25% of the  participant's
compensation  (limited  as  above)  or  $30,000.  Contributions  and  subsequent
earnings  thereon are not taxable  until  withdrawn,  when they are  received as
ordinary income.

                              HOW TO REDEEM SHARES

    Generally,  you may redeem by any of the methods  explained below.  Requests
for  redemption   should  include  the  following   information:   your  account
registration   information  including  address,   account  number  and  taxpayer
identification  number;  dollar  value,  number  or  percentage  of shares to be
redeemed;  how and to where the  proceeds  are to be sent;  if  applicable,  the
bank's name, address,  ABA routing number, bank account registration and account
number,  and a contact  person's  name and  telephone  number;  and your daytime
telephone number.

BY MAIL. You may request that the Fund redeem any amount of shares by submitting
a written  request to Investor  Service  Center,  Box 419789,  Kansas  City,  MO
64141-6789, signed by the record owner(s). If the written request is sent to the
Fund, it will be forwarded to the above address. If stock certificates have been
issued for shares being redeemed, they must accompany the written request.

BY TELEPHONE.  You may telephone  Investor Service Center,  1-800-400-MIDAS,  to
expedite redemption of Fund shares if share certificates have not been issued.

    You may  redeem as little as $250 worth of shares by  requesting  Electronic
    Funds Transfer  (EFT) service.  With EFT, you can redeem Fund shares quickly
    and  conveniently  because  Investor  Service  Center will  contact the bank
    designated on your Account  Application or Authorization Form to arrange for
    the electronic  transfer of your redemption  proceeds (through the Automated
    Clearing  House  system) to your bank account.  EFT proceeds are  ordinarily
    available in your bank account within two business days.

    If you are  redeeming  $1,000 or more worth of shares,  you may request that
    the  proceeds be mailed to your address of record or mailed or wired to your
    authorized bank.


                                                                     9

<PAGE>



    Telephone  requests  received on Fund business  days by 4 p.m.  eastern time
will be redeemed  from your  account  that day,  and if after,  on the next Fund
business  day.  Any  subsequent  changes  in bank  account  information  must be
submitted in writing, signature guaranteed,  with a voided check. Redemptions by
telephone may be difficult or impossible  to implement  during  periods of rapid
changes in economic or market conditions.

REDEMPTION PRICE AND FEES. The redemption price is the net asset value per share
next determined after receipt of the redemption request in proper form. The Fund
is designed as a long term  investment,  and short term trading is  discouraged.
Accordingly,  if  shares of the Fund  held for 30 days or less are  redeemed  or
exchanged, the Fund will deduct a redemption fee equal to one percent of the net
asset  value of shares  redeemed or  exchanged.  The fee will be retained by the
Fund and used to offset the transaction costs that short term trading imposes on
the Fund and its  shareholders.  If an account  contains  shares with  different
holding periods (i.e. some shares held 30 days or less, some shares held 31 days
or more),  the shares with the longest  holding period will be redeemed first to
determine if the Fund's  redemption  fee applies.  Shares  acquired  through the
reinvestment  of dividends  and capital gains or redeemed  under the  Systematic
Withdrawal Plan are exempt from the redemption fee.  Registered  broker/dealers,
investment advisers, banks, and insurance companies may open accounts and redeem
shares by telephone or wire and may impose a charge for handling  purchases  and
redemptions when acting on behalf of others.

REDEMPTION  PAYMENT.  Payment for shares redeemed will ordinarily be made within
seven days after  receipt of a redemption  request in proper form.  The right of
redemption  may not be  suspended,  or date of payment  delayed  more than seven
days,  except for any period (i) when the New York Stock  Exchange  is closed or
trading  thereon is restricted  as  determined by the SEC; (ii) under  emergency
circumstances  as determined by the SEC that make it not reasonably  practicable
for the Fund to dispose of  securities  owned by it or fairly to  determine  the
value of its assets;  or (iii) as the SEC may otherwise  permit.  The mailing of
proceeds on  redemption  requests  involving  any shares  purchased by personal,
corporate, or government check or EFT transfer is generally subject to a fifteen
business  day delay to allow the check or  transfer  to clear.  The  fifteen day
clearing period does not affect the trade date on which a purchase or redemption
order is priced,  or any dividends and capital gain  distributions  to which you
may be entitled  through the date of  redemption.  The clearing  period does not
apply  to  purchases  made  by  wire.  Due  to the  relatively  higher  cost  of
maintaining  small accounts,  the Fund reserves the right, upon 45 days' notice,
to redeem any account,  other than IRA and other Midas prototype retirement plan
accounts,  worth less than $500 except if solely from market  action,  unless an
investment is made to restore the minimum value.

TELEPHONE PRIVILEGES.  You automatically have all telephone privileges to, among
other things,  authorize  purchases and redemptions  with EFT or by other means,
unless declined on the Account Application or otherwise in writing.  Neither the
Fund nor  Investor  Service  Center  shall be liable  for any loss or damage for
acting in good faith upon instructions  received by telephone and believed to be
genuine.  The Fund employs  reasonable  procedures to confirm that  instructions
communicated  by telephone  are genuine and if it does not, it may be liable for
losses due to unauthorized or fraudulent transactions.  These procedures include
requiring personal  identification prior to acting upon telephone  instructions,
providing written  confirmation of such  transactions,  and recording  telephone
conversations.  The Fund may modify or terminate  any  telephone  privileges  or
shareholder services (except as noted) at any time without notice.

SIGNATURE GUARANTEES. No signature guarantees are required when payment is to be
made to you at your address of record. If the redemption proceeds are to be paid
to a  non-shareholder  of record,  or to an address  other than your  address of
record,  or the shares are to be assigned,  the Transfer  Agent may require that
your signature be guaranteed by an entity acceptable to the Transfer Agent, such
as a commercial  bank or trust  company or member firm of a national  securities
exchange  or of the NASD.  A notary  public may not  guarantee  signatures.  The
Transfer Agent may require further  documentation,  and may restrict the mailing
of redemption  proceeds to your address of record within 60 days of such address
being changed unless you provide a signature guarantee as described above.

                             DISTRIBUTIONS AND TAXES

DISTRIBUTIONS. The Fund pays dividends annually to its shareholders from its net
investment  income,  if any. The Fund also makes an annual  distribution  to its
shareholders out of any net realized capital gains, after offsetting any capital
loss carryover,  and any net realized gains from foreign currency  transactions.
Dividends  and  other  distributions,  if  any,  are  declared  and  payable  to
shareholders  of record on a date in December of each year.  Such  distributions
may be paid in January of the following year, in which event they will be deemed
received by the shareholders on the preceding December 31 for tax purposes.  The
Fund may also make an  additional  distribution  following the end of its fiscal
year out of any  undistributed  income and capital  gains.  Dividends  and other
distributions  are made in additional  Fund shares,  unless you elect to receive
cash on the Account  Application or so elect  subsequently  by calling  Investor
Service Center, 1-800-400-MIDAS.  For Federal income tax purposes, dividends and
other  distributions  are  treated  in  the  same  manner  whether  received  in
additional  Fund shares or in cash. Any election will remain in effect until you
notify Investor Service Center to the contrary.

TAXES.  The Fund  intends to continue to qualify  for  treatment  as a regulated
investment company under the Code ("RIC") so that it will be relieved of Federal
income tax on that part of its  investment  company  taxable  income  (generally
consisting of net investment income, net short term capital gains, and net gains
from certain foreign currency  transactions) and net capital gain (the excess of
net long term capital gain over net short term capital loss) that is distributed
to its shareholders. Dividends paid by the Fund from its

                                                                    10

<PAGE>



investment company taxable income (whether paid in cash or in additional shares)
generally are taxable to its shareholders,  other than shareholders that are not
subject to tax on their income,  as ordinary  income to the extent of the Fund's
earnings  and  profits;  a portion of those  dividends  may be eligible  for the
corporate  dividends-received  deduction.  Distributions  by the Fund of its net
capital gain (whether paid in cash or in additional  shares) when  designated as
such by the Fund,  are taxable to its  shareholders  as long term capital gains,
regardless  of how long they have held their Fund shares.  The Fund notifies its
shareholders following the end of each calendar year of the amounts of dividends
and  capital  gain  distributions  paid (or  deemed  paid)  that year and of any
portion of those  dividends that qualifies for the corporate  dividends-received
deduction.  Any dividend or other  distribution paid by the Fund will reduce the
net asset value of Fund shares by the amount of the  distribution.  Furthermore,
such  distribution,  although similar in effect to a return of capital,  will be
subject to tax. The Fund's investments in gold, platinum, and silver bullion and
coins may cause it to fail certain  income or asset tests that must be satisfied
to qualify as a RIC under the Code.  Accordingly,  the  Investment  Manager will
endeavor  to manage the Fund's  portfolio  so that (1) income and gains  derived
from  investments  in bullion and coins (and any other  "non-qualified"  income)
will not exceed 10% of the Fund's gross  annual  income and (2) less than 50% of
the value of the  Fund's  total  assets as of the close of each  quarter  of its
taxable year will be invested in bullion and coins (and any other "non-qualified
assets").  If the  Fund  did not  qualify  for  taxation  as a RIC,  it would be
required to pay Federal  income tax on its net  income,  which would  reduce the
amount available for distribution to its  shareholders.  The Fund is required to
withhold  31% of all  dividends,  capital  gain  distributions,  and  redemption
proceeds payable to any individuals and certain other noncorporate  shareholders
who do not  provide  the Fund with a  correct  taxpayer  identification  number.
Withholding  at that rate also is  required  from  dividends  and  capital  gain
distributions  payable to such  shareholders who are otherwise subject to backup
withholding.

    The foregoing is only a summary of some of the important  Federal income tax
considerations  generally  affecting  the  Fund  and its  shareholders;  see the
Statement  of  Additional  Information  for a further  discussion.  Since  other
Federal,  state and local tax  considerations may apply, you should consult your
tax adviser.

                        DETERMINATION OF NET ASSET VALUE

    The  value of a share of the Fund is based on the  value of its net  assets.
The  Fund's net assets  are the total of its  investments  and all other  assets
minus any liabilities.  The value of one share is determined by dividing the net
assets by the total  number of shares  outstanding.  This is referred to as "net
asset value per share" and is determined  as of the close of regular  trading on
the New York Stock Exchange  (currently,  4 p.m.  eastern time,  unless weather,
equipment  failure  or other  factors  contribute  to an earlier  closing)  each
business day of the Fund. A business day of the Fund is any day on which the New
York Stock Exchange is open for trading.  The following are not business days of
the  Fund:  New  Year's  Day,  Presidents'  Day,  Good  Friday,   Memorial  Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

    Portfolio  securities  and other assets of the Fund are valued  primarily on
the basis of market  quotations,  if readily  available.  Foreign securities are
valued on the basis of quotations from a primary market in which they are traded
and are  translated  from the local  currency  into U.S.  dollars  using current
exchange rates. Securities and other assets for which quotations are not readily
available  will be valued at fair value as  determined in good faith by or under
the direction of the Board of Directors.

                        INVESTMENT MANAGER AND SUBADVISER

    Midas Management Corporation  ("Investment Manager") acts as general manager
of the  Fund,  being  responsible  for  the  various  functions  assumed  by it,
including  regularly  furnishing advice with respect to portfolio  transactions.
The  Investment  Manager  also  furnishes  or  obtains on behalf of the Fund all
services   necessary  for  the  proper  conduct  of  the  Fund's   business  and
administration.   The  Investment   Manager  retains  final  discretion  in  the
investment and  reinvestment  of the Fund's  assets,  subject to the control and
oversight of the Board of  Directors.  The  Investment  Manager is authorized to
place portfolio transactions with an affiliated broker/dealer,  and may allocate
brokerage  transactions  by taking into  account the sales of shares of the Fund
and other affiliated investment  companies.  The Investment Manager may allocate
transactions to  broker/dealers  that remit a portion of their  commissions as a
credit against the Fund's expenses.

    For its services, the Investment Manager receives a fee based on the average
daily net assets of the Fund, at the annual rate of 1% on the first $200 million
and declining thereafter as a percentage of average daily net assets. During the
fiscal year ended December 31, 1996, investment management fees paid by the Fund
after expense reimbursement represented approximately 0.80% of average daily net
assets. The Investment Manager provides certain  administrative  services to the
Fund at cost.  Bassett  S.  Winmill  may be deemed a  controlling  person of the
Investment Manager.

    The  Investment  Manager has entered into a subadvisory  agreement  with the
Subadviser for certain subadvisory services. 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 its total
net assets ranging from ten to fifty percent.  The  Subadviser,  whose principal
business  address  is  7  -  8  Kendrick  Mews,  London,  U.K.  SW7  3HG,  is  a
majority-owned subsidiary of Lion Mining Group, which is controlled by Andrew F.
Malim. The Fund's

                                                                    11

<PAGE>



investments  may include  securities  of  companies  for which Lion Mining Group
provides  technical,  consulting,  and investor  relations  services.  Mr. Kjeld
Thygesen,  the  Subadviser's  Managing  Director,  has been the Fund's portfolio
manager since January 1992 and currently serves as the Fund's portfolio  manager
together with the Investment Manager's Investment Policy Committee. Mr. Thygesen
has been a Managing Director of the Subadviser since 1989.

                             DISTRIBUTION OF SHARES

    Pursuant to a Distribution  Agreement,  Investor  Service  Center,  Inc., 11
Hanover Square, New York, NY 10005 ("Distributor"), acts as the Fund's principal
agent for the sale of its shares.  The Investment Manager is an affiliate of the
Distributor.  The Fund has also adopted a plan of distribution ("Plan") pursuant
to Rule  12b-1  under the 1940  Act.  Pursuant  to the  Plan,  the Fund pays the
Distributor  a  distribution  fee in an amount of 0.25% per annum of the  Fund's
average daily net assets for distribution and service  activities.  This fee may
be retained by the  Distributor or passed  through to brokers,  banks and others
who provide  services to their  customers  who are Fund  shareholders  or to the
Distributor.  The Fund will pay the fee to the Distributor until either the Plan
is  terminated  or not renewed.  In that event,  the  Distributor's  expenses in
excess of fees  received  or accrued  through  the  termination  day will be the
Distributor's  sole  responsibility  and not obligations of the Fund. During the
period they are in effect, the Distribution Agreement and Plan obligate the Fund
to pay a fee to the Distributor as compensation for its service and distribution
activities.  If the Distributor's expenses exceeds the fee, the Fund will not be
obligated to pay any additional amount to the Distributor.  If the Distributor's
expenses are less than the fee, it may realize a profit.

                             PERFORMANCE INFORMATION

    Advertisements  and  other  sales  literature  for the Fund may refer to the
Fund's  "average  annual total return" and  "cumulative  total return." All such
quotations are based upon  historical  earnings and are not intended to indicate
future  performance.  The  investment  return  on  and  principal  value  of  an
investment  in the Fund  will  fluctuate,  so that the  investor's  shares  when
redeemed  may be worth more or less than their  original  cost.  In  addition to
advertising average annual total return and cumulative total return, comparative
performance  information may be used from time to time in advertising the Fund's
shares, including data from Morningstar,  Inc., Lipper Analytical Services, Inc.
and  other  sources.  "Average  annual  total  return"  is  the  average  annual
compounded  rate of  return  on a  hypothetical  $1,000  investment  made at the
beginning of the advertised period. In calculating  average annual total return,
all dividends and distributions are assumed to be reinvested.  "Cumulative total
return" is calculated by subtracting a  hypothetical  $1,000 payment to the Fund
from the ending  redeemable  value of such  payment (at the end of the  relevant
advertised  period),  dividing  such  difference by $1,000 and  multiplying  the
quotient by 100. In calculating ending redeemable value, all dividends and other
distributions  are assumed to be reinvested in additional Fund shares.  Although
the Fund imposes a 1%  redemption  fee on the  redemption  of shares held for 30
days or less, all of the periods for which performance is quoted are longer than
30  days,  and  therefore  the  1%  fee is  not  reflected  in  the  performance
calculations.  In  addition,  there  is no sales  charge  upon  reinvestment  of
dividends  or other  distributions.  Until August 28,  1995,  the maximum  sales
charge  imposed on purchases  of Fund shares was 4.5%.  This sales charge is not
reflected  in the  calculation  of  returns  since  the  sales  charge  has been
discontinued. For more information regarding how the Fund's average annual total
return  and  cumulative   total  return  is  calculated,   see  "Calculation  of
Performance  Data"  in  the  Statement  of  Additional  Information.  Additional
information  regarding the Fund's  performance is available in its Annual Report
to  Shareholders,  which is  available  at no charge  upon  request to  Investor
Service Center, 1-800-400-MIDAS.

                                  CAPITAL STOCK

    The  Fund  is  a  non-diversified  open-end  management  investment  company
organized as a Maryland  corporation in 1995. Prior to August 28, 1995, the Fund
operated under the name "Excel Midas Gold Shares, Inc.," a Minnesota corporation
organized in 1985.  The Fund is authorized to issue up to  1,000,000,000  shares
($.01 par value). The Fund's Board of Directors may establish  additional series
or classes of shares, although it has no current intention of doing so.

     The Fund's  stock is freely  assignable  by way of pledge (as, for example,
for collateral purposes),  gift, settlement of an estate and also by an investor
to another investor.  Each share has equal dividend,  voting,  liquidation,  and
redemption  rights  with  every  other  share.  The shares  have no  preemptive,
conversion, or cumulative voting rights and they are not subject to further call
or assessment.

    The  Fund's  By-Laws  provide  that  there  will  be no  annual  meeting  of
shareholders  in any year except as required by law. In practical  effect,  this
means that the Fund will not hold an annual meeting of  shareholders in years in
which  the only  matters  that  would be  submitted  to  shareholders  for their
approval  are the  election of  Directors  and  ratification  of the  Directors'
selection of accountants,  although holders of 25% of the Fund's shares may call
a meeting at any time.  There will normally be no meetings of  shareholders  for
the purpose of electing  Directors unless fewer than a majority of the Directors
holding office have been elected by shareholders.  Shareholder  meetings will be
held in years in which  shareholder  vote on the  Fund's  investment  management
agreement, plan of distribution, or fundamental investment objectives,  policies
or restrictions is required by the 1940 Act.


                                                                    12

<PAGE>



                          CUSTODIAN AND TRANSFER AGENT

    Investors Bank & Trust Company,  89 South Street,  Boston, MA 02111, acts as
custodian of the Fund's assets,  performs  certain  accounting  services for the
Fund, and may appoint one or more subcustodians  provided such  subcustodianship
is in compliance with the rules and regulations  promulgated under the 1940 Act.
The Fund may maintain a portion of its assets in foreign  countries  pursuant to
such subcustodianships and related foreign depositories. Utilization by the Fund
of such foreign custodial arrangements and depositories will increase the Fund's
expenses.  All of the  Fund's  gold,  platinum,  and  silver  bullion is held by
Wilmington Trust Company, Rodney Square North, Wilmington, DE 19890.

    The Fund's transfer and dividend  disbursing agent ("Transfer Agent") is DST
Systems, Inc., Box 419789, Kansas City, MO 64141- 6789. The Distributor provides
certain  shareholder  administration  services to the Fund and is reimbursed its
cost by the Fund. The Fund may also enter into  agreements  with brokers,  banks
and others  who may  perform on behalf of their  customers  certain  shareholder
services not otherwise provided by the Transfer Agent or the Distributor.

                                                                    13

<PAGE>



MIDAS FUND

SEEKING CAPITAL APPRECIATION AND PROTECTION AGAINST INFLATION AND,  SECONDARILY,
CURRENT INCOME.

SHAREHOLDER SERVICES:

o   Electronic Funds Transfers
o   Automatic Investment Program
o   Retirement Plans:
    IRA, SEP-IRA, Qualified Profit Sharing/
    Money Purchase, 403(b), Keogh

MINIMUM INVESTMENTS:

o   Regular Accounts, $1,000
o   IRAs, $500
o   Automatic Investment Program, $50
o   Subsequent Investments, $50



Prospectus
May 1, 1997


1-800-400-MIDAS


Call  toll-free  for  Fund  performance,  telephone  purchases,  and  to  obtain
information concerning your account.
Or, access the Fund on the web at

www.midasfund.com

MIDAS FUND
Discovering Opportunities

11 Hanover Square
New York, NY 10005





                                                                    14

<PAGE>



MIDAS FUND
DISCOVERING OPPORTUNITIES

ACCOUNT APPLICATION

Use this Account  Application to open a regular Midas Fund account.  For a Midas
Fund IRA  Application,  call  1-800-400-MIDAS.  Return  this  completed  Account
Application to Investor Service Center, Box 419789, Kansas City, MO 64141-6789.

1. REGISTRATION.  If you need assistance in completing this Account Application,
please call 1-800-400-MIDAS.

INDIVIDUAL:

First Name:


Middle Initial:


Last Name:


Social Security Number:


JOINT OWNER (IF ANY):


First Name:


Middle Initial:


Last Name:


Social Security Number:


Note:  Registration  will be Joint  Tenants with Right of  Survivorship,  unless
otherwise specified.


GIFT/TRANSFER TO A MINOR:


Name of Custodian (only one):
as Custodian for


Name of Minor:
under the (Custodian's State of Residence) Uniform Gifts/Transfers to Minors Act


Minor's Social Security Number:


Minor's Date of Birth:


CORPORATIONS, PARTNERSHIPS, TRUSTS AND OTHERS:


Name of Corporation, Partnership, or other Organization:



                                                                    15

<PAGE>



Name of  Individual(s)  Authorized to Act for the Corporation,  Partnership,  or
other Organization:


Tax I.D. Number:


Name of Trustee(s):


Date of Trust Instrument:


2. MAILING ADDRESS, TELEPHONE NUMBER, AND CITIZENSHIP


Street:


City:


State/Zip:


Daytime Telephone:


E-Mail Address:


Owner:
Citizen of:  U.S.        Other:


Joint Owner
Citizen of:  U.S.        Other:


3. AMOUNT INVESTED ($1,000 MINIMUM)


Note:  The $1,000  minimum  initial  investment is waived if you elect to invest
through the Midas Bank Transfer Plan, the Midas Salary  Investing  Plan,  and/or
the Midas Government Direct Deposit Plan (see Section 4).


Investment: $


By Check*


By Wire


Date**


Assigned Account Number***


*Please  make  your  check(s)  payable  to Midas  Fund  and  enclose  with  this
Application.
**Indicate date on which money was wired.
***Please call 1-800-400-MIDAS to be assigned an account number before making an
initial investment by wire.


4. MIDAS AUTOMATIC INVESTMENT PROGRAM

                                                                    16

<PAGE>




( ) MIDAS  BANK  TRANSFER  PLAN  Automatically  purchase  shares  each  month by
transferring the dollar amount you specify from your regular  checking  account,
NOW account,  or bank money market account.  Please attach a voided bank account
check.


Amount $


Day of month:


10th:


15th:


20th:


( ) MIDAS SALARY  INVESTING PLAN The  enrollment  form will be sent to the above
address  or call  1-800-400-MIDAS  to have  the  form  sent  to  your  place  of
employment.


( ) MIDAS GOVERNMENT  DIRECT DEPOSIT PLAN Your request will be processed and you
will receive the enrollment form.


5. DISTRIBUTIONS If no circle is checked, the Automatic  Compounding Option will
be assigned to reinvest  all  dividends  and  distributions  in your  account to
increase the shares you own.


( ) AUTOMATIC  COMPOUNDING  OPTION  Dividends  and  distributions  reinvested in
additional shares.


(  ) PAYMENT OPTION      (  ) Dividends in cash, distributions reinvested
                         (  ) Dividends and distributions in cash


6. INVESTMENTS AND REDEMPTIONS BY TELEPHONE


Shareholders  automatically  enjoy the privilege of calling  1-800-400-MIDAS  to
purchase  additional shares of the Fund or to expedite a redemption and have the
proceeds  sent  directly  to their  address  or to their  bank  account,  unless
declined by  checking  the  following  circle ( ). The Midas link with your bank
offers  flexible  access to your money.  Transfers  occur only when you initiate
them and may be made by either  bank wire or bank  clearinghouse  transfer  with
Midas Fund's Electronic Funds Transfer service.


TO ESTABLISH THE MIDAS LINK TO YOUR BANK, PLEASE ATTACH A VOIDED CHECK FROM YOUR
BANK  ACCOUNT.  One common name must appear on your Midas Fund  account and bank
account.


7. SIGNATURE AND CERTIFICATION TO AVOID BACKUP WITHHOLDING


"I certify that I have received and read the prospectus for Midas Fund, agree to
its terms,  and have the legal  capacity to purchase  its shares.  I  understand
telephone   conversations   with   Investor   Service   Center,   Inc.   ("ISC")
representatives are recorded and hereby consent to such recording.  I agree that
neither the Fund nor ISC will be liable for acting on  instructions  believed to
be genuine and under  reasonable  procedures  designed  to prevent  unauthorized
transactions.  I CERTIFY  (1) THE SOCIAL  SECURITY  OR  TAXPAYER  IDENTIFICATION
NUMBER PROVIDED ABOVE IS CORRECT, AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING
BECAUSE (A) I AM EXEMPT FROM BACKUP WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED
BY THE IRS THAT I AM SUBJECT TO BACKUP WITHHOLDING,  OR (C) I HAVE BEEN NOTIFIED
BY THE IRS THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING." (PLEASE CROSS OUT
ITEM 2 IF IT DOES NOT  APPLY TO YOU.)  THE  INTERNAL  REVENUE  SERVICE  DOES NOT
REQUIRE  YOUR  CONSENT  TO  ANY  PROVISION  OF  THIS  DOCUMENT  OTHER  THAN  THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.



                                                                    17

<PAGE>


Signature of:


Owner:


Trustee:


Custodian:


Date:


Signature of Joint Owner (if any):


Date:


Midas Fund
Discovering Opportunities
Box 419789
Kansas City, MO 64141-6789

MF-EDG-5/7

                                                                    18

<PAGE>




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