MIDAS FUND INC
N-30D, 1998-03-11
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Midas Fund
Discovering Opportunities

1997 ANNUAL REPORT



FROM THE PORTFOLIO MANAGER & STRATEGIC ADVISOR
                                                             February 12, 1998

It is a  pleasure  to  welcome  the many new Midas  Fund  shareholders  who have
invested  despite the difficult  market of the past year. We also note that many
shareholders have taken advantage of lower prices to add to their investment.
       The 21.8 % decline in the gold price  over the year  resulted  in a 42.7%
fall in the Toronto Gold and Silver Index, and a slump of 40.8% in the Financial
Times Gold Mines Index, a more  representative  global gold stock index. Many of
the development project companies were particularly oversold, to the extent that
several are trading below book or cash value in the balance sheet.
       In our December 31, 1997 special letter to shareholders,  we detailed the
background to the negative events of 1997: the Bre-X Indonesian  fraud,  central
bank sales,  hedge fund short sales,  Southeast Asia economic crisis,  and North
American tax loss selling.  These events  combined to depress all  categories of
mining stocks, irrespective of quality, size, location, or financial strength.
       During  January,  the gold price fell to an eighteen year low of $278. As
we have pointed out before, approximately one third of the world's gold industry
operates  at a loss under  $300,  while the figure for South  Africa is close to
sixty per cent. Already mines in Canada,  Chile, and Australia have been closed,
and failing any recovery in the gold price, two South African mining groups have
stated that they will be forced to shut high cost mines. Low gold prices for any
length of time should result in a meaningful reduction in supply.
       Given these market conditions,  over the past year we continued to invest
the  majority  of the  Fund's  portfolio  in  quality  producers  that  meet our
stringent criteria of long life reserves,  expanding production, costs below the
industry average, and experienced operational management. This strategy reflects
our experience that these types of stocks are driven  primarily by the direction
of the gold price,  and should be the first to respond to a gold  bullion  price
recovery.
       The share prices of project  development  capital  companies,  which have
served Midas well in the past, are currently languishing. The companies invested
in by  the  Fund,  however,  have  been  subjected  to our  continuous  rigorous
analysis.  Using techniques honed over decades of mining investment  experience,
we  carefully  evaluate  the  strength of  management,  technical  merits of the
project,  and  pricing  by  market  capitalization.  The  share  prices of these
companies will be news driven,  but with the numerous project programs underway,
there are likely to be some positive developments.
       While there are uncertainties facing world markets in 1998, some of these
may work to the benefit of gold. In contrast to the general equity markets,  the
precious  metals  sector is at an  historic  low  trading  range.  From  current
depressed levels, a modest  improvement in precious metal prices can be expected
to generate above average returns.
       We remain dedicated to the consistent,  disciplined investment process we
have established for Midas Fund, and appreciate your confidence and support.


                                                     Sincerely,



               Kjeld Thygesen                            James Turk








10 LARGEST HOLDINGS AS OF DECEMBER 31, 1997

1) Dayton Mining Corporation       New gold producer with expanding low-cost 
                                   production from its mine in Chile.

2) Greenstone Resources Ltd.       Exploration in Central America and rapidly 
                                   expanding gold production at its mines in 
                                   Panama and Nicaragua.

3) ASARCO                  Large copper producer with operations in the United 
                           States and Peru, trading at a substantial discount
                           to net assets. Produces silver as a by-product.

4) Phelps Dodge            Premier U.S.-based copper producer, also active 
                           internationally developing new mining projects.

5) Newmont Gold Company    Major international gold producer with principal 
                           operations in Nevada, Peru and Indonesia. Generally 
                           does not hedge the future price of its gold 
                           production.

6) Newmont Mining Corp.    Parent company of Newmont Gold, one of North 
                           America's largest gold mining companies.

7) Normandy Mining     Australia's largest gold mining company, with outstanding
                       international operations. Production is substantially 
                       hedged at attractive prices.

8) Plutonic Gold      Large Australian gold producer, with one of the largest 
                      land holdings in Western Australia. A recent take-over bid
                      by Homestake Mining has been accepted.

9) Rio Narcea Gold Mines    Emerging gold producer. Its new mine in Spain begins
                            operation in 1998.

10) Golden Cycle Gold       Owner of the historic Cripple Creek mining district 
                            in Colorado, being mined by joint venture partner 
                            Minorco, the international arm of Anglo-American.


Charts:

Holdings by Type of Company

Major Producing Companies                  51.4%
Smaller Producing Companies                33.5%
Project Development Companies              15.1%

Holdings by Region

North America                              75.1%
Australia                                   9.9%
South Africa                                6.8%
Gold and Silver Bullion                     4.5%
Latin America                               1.9%
Africa (excludingSouth Africa)              1.2%
Asia                                        0.6%

<PAGE>


SCHEDULE OF PORTFOLIO INVESTMENTS
December  31, 1997

               Bullion (4.5%)

 10,036.304    Gold Bullion                                        $  2,902,499
319,569.019    Silver Bullion                                         1,896,003

               Total Bullion (cost $4,895,092)                        4,798,502
               Common Stocks and Warrants  (83.0%)

             North America (62.8%)
   49,000    America Mineral Fields Inc.*                               116,581
2,445,800    AMT International Mining Corp.* (2)                      1,266,500
  282,700    Argentina Gold Corp.*                                      217,606
  896,200    Argosy Mining Corp.*                                       232,038
3,114,600    Armada Gold Corp.* (2)                                     544,872
  199,000    ASARCO Inc.                                              4,465,063
  350,000    Attwood Gold Corp.*                                        112,662
1,186,000    Aurizon Mines Ltd.*                                        647,339
  208,000    Battle Mountain Gold Co.                                 1,222,000
  430,000    Boliden Ltd.*                                            1,098,282
2,600,000    B.Y.G. Natural Resources Inc.* (2)                         582,205
  230,000    Cambior Inc.                                             1,335,852
  850,000    Campbell Resources, Inc.*                                  371,875
  731,000    Canyon Resources Corp.*                                    868,063
  150,000    Colossal Resources Corp.*                                   93,750
1,075,000    Consolidated Nevada Goldfields Corp.*                      270,809
  858,000    Cornucopia Resources Ltd.*                                 156,104
2,079,500    Dayton Mining Corporation* (2)                           3,928,939
  459,300    Eldorado Gold Corp. Ltd.*                                  244,266
  275,000    Etruscan Resources Inc.*                                   767,818
1,810,000    Fairmile Gold Corp.* (2)                                   127,671
1,259,500    Fairstar Explorations Inc.* (2)                            308,474
  425,000    First Dynasty Mines Ltd.*                                  148,700
   48,000    Franco-Nevada Mining Corp. Ltd.                            943,844
   75,500    Getchell Gold Corp.*                                     1,812,000
  113,700    Gitennes Exploration Inc.*                                 202,887
  300,000    Glamis Gold, Ltd.                                        1,106,250
  400,000    Glenmore Highlands Inc.*                                   559,812
  328,900    Golden Cycle Gold Corp.* (2)                             2,178,963
  500,000    Golden Knight Resources, Inc.*                           1,182,604
  749,000    Golden Queen Mining Co. Ltd.*                              471,712
  370,000    Golden Star Resources Ltd.*                              1,318,125
  120,000    Gold Reserve Corp.*                                        435,000
1,525,000    Goldstake Explorations Inc.*                               261,450
   64,500    Gran Colombia Resources Inc.*                                8,125
  689,300    Greater Lenora Resources Corp.* (2)                        173,645
  585,000    Greenstone Resources Ltd.*                               2,851,875
  523,800    High River Gold Mines Ltd.*                                348,210
  181,800    Homestake Mining Co.                                     1,613,475
  554,000    IMA Resource Corp. Special Warrants*                       124,054
  322,000    Indomin Resources Ltd.*                                    153,221
  503,999    International All-North Resources Ltd.*                     67,009
  400,000    International Precious Metals Corp.*                       512,413
  400,000    Jordex Resources, Inc.*                                    251,916

<PAGE>


  500,000    Kenrich Mining Corp.*                                      104,965
  300,000    Kenrich Mining Corp. Units                                  62,979
  200,000    Kinross Gold Corp.*                                        678,773
  204,167    Lytton Minerals, Ltd.*                                     271,451
  800,000    Madsen Gold Corp. Units*                                   263,112
  772,000    Meridian Gold Inc.*                                      2,160,876
  460,000    Metallica Resources, Inc.*                                 804,730
  500,000    Minera Andes Inc. Special Warrants*                        419,859
  647,142    Minorca Resources, Inc.*                                   407,563
  590,830    Miramar Mining Corp.*                                    1,178,311
1,000,000    Nelson Gold Corporation Ltd.*                              213,428
  412,400    Nevsun Resources Ltd.*                                   1,050,443
   71,000    Newmont Gold Company                                     2,116,688
   71,000    Newmont Mining Corp.                                     2,085,625
   31,250    New Venoro Gold Corp.*                                       2,624
  805,000    Oliver Gold Corp.*                                         197,159
  827,400    Oro Nevada Resources Inc.*                                 144,747
  800,000    Ourominas Minerals Inc.*                                   123,159
1,225,000    Palmer Industries* (2)                                   1,585,844
  330,000    Pangea Goldfields, Inc.*                                   392,568
   72,500    Phelps Dodge Corp.                                       4,513,125
  300,000    Prime Resource Group, Inc.*                              1,994,332
  800,330    Rio Narcea Gold Mines, Ltd.*                             2,380,184
  375,500    River Gold Mines Ltd.*                                     972,219
  299,000    Samax Gold Inc.*                                           889,227
1,433,333    Sedex Mining Corp.*                                        260,779
  818,800    South American Gold & Copper Ltd.*                          85,945
   90,000    Stillwater Mining Company*                               1,507,500
  280,000    Tenke Mining Corp.*                                        507,470
1,552,500    Tombstone Explorations Co. Ltd.* (2)                       412,827
  500,000    Trio Gold Corp.*                                           132,955
   74,500    Trumpeter Yukon Gold Inc.*                                   9,384
  634,300    Viceroy Resource Corp.*                                  1,176,232
4,437,400    Vista Gold Corp.* (2)                                    1,024,696
  600,000    Western Pacific Mining Exploration Inc. Units*             239,320
3,055,333    William Resources Inc.* (2)                                748,306
                                                                     66,823,464
             Australia (9.9%)
1,350,000    Aurora Gold Ltd.*                                        1,539,169
  700,000    Emperor Mines Ltd.*                                        205,222
3,250,000    Normandy Mining Ltd.                                     3,154,889
3,000,000    Normandy Mining Ltd. Warrants*                             342,025
1,250,000    Plutonic Resources Ltd.*                                 3,485,525
2,500,000    Resolute Limited                                         1,824,200
                                                                     10,551,030
             China (0.6%)

  400,000    San Kung Investment Corp. Units (1)                        650,000
             Ghana (1.2%)
  123,762    Ashanti Goldfields Co. Ltd.*                               228,960
  140,944    Ashanti Goldfields Co. Ltd. GDS                          1,057,080
                                                                      1,286,040

<PAGE>

           Mexico (1.9%)
450,000    Industrias Penoles S.A.                                    2,003,845
           South Africa (6.6%)
540,680    Durban Roodeport Deep Ltd. Warrants,
           expires12/31/99*                                             291,643
430,000    Durban Roodeport Deep Ltd.*                                  621,902
170,800    Free State Consolidated Gold Mines Ltd. ADR                  752,588
 87,500    Free State Consolidated Gold Mines Ltd. Ordinary             398,258
100,000    Impala Platinum Holdings Ltd.                                950,000
582,000    New East Daggafontein Mines Ltd.                             743,869
594,800    Oryx Gold Holdings Ltd.*                                     391,115
200,000    Randgold & Exploration Co. Ltd.*                             258,913
148,909    Randgold Resources Ltd.                                      744,545
 12,200    Vaal Reefs Exploration & Mining Company Ltd.                 488,852
100,000    Western Areas Gold Mining Co. Ltd.*                          550,704
 44,400    Western Deep Levels Ltd.                                     821,124
                                                                      7,013,513
           Total Common Stocks and Warrants
           (cost:  $207,798,173)                                     88,327,892

Contracts    Options (1.2%)
2,000      Barrick Gold Corp., expires 4/18/98                          525,000
  500      Harmony Gold Mining Co., expires 7/31/01                     226,050
2,000      Homestake Mining Co., expires  4/18/98                       150,000
2,000      Newmont Mining Corp., expires 3/21/98                        450,000
           Total Options (cost: $1,703,333)                           1,351,050

Par Value     U.S. Government Obligations (11.3%)
$1,000,000    Federal Home Loan Bank, due 1/23/98                       996,517
11,000,000    Federal Mortgage Association, due 1/6/98               10,991,750

       Total U.S. Government Obligations
       (cost: $11,988,267)                                           11,988,267
       Total Investments (100.0%)
       (cost: $226,384,865)                                        $106,465,711


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


<PAGE>



STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997

Assets:
      Investments at market value
             (cost: $226,384,865) (note 1)                         $106,465,711
      Collateral for securities loaned, at market
             value (note 5)                                          14,566,785
      Foreign currencies                                                558,722
      Receivables:
             Investment securities sold                                  86,235
             Fund shares sold                                           979,016
      Option premium written                                            492,494
             Dividends                                                   31,003
      Other assets                                                       21,053
             Total assets                                           123,201,019


Liabilities:
      Due to bank                                                        95,730
      Payables:
             Uncovered options written (note 5)                         562,500
      Fund shares redeemed                                            1,388,166
             Investment securities purchased                          5,385,614
             Collateral for securities loaned  (note 5)              14,566,785
             Accrued management and distribution fees                    84,048
      Accrued expenses                                                  296,835
             Total liabilities                                      $22,379,678

Net Assets:

      Applicable to 47,762,811 outstanding shares;
      250,000,000 of $.01 par value authorized                     $100,821,341

      NET ASSET VALUE, OFFERING AND
      REDEMPTION PRICE PER SHARE
      ($100,821,341 / 47,762,811)                                         $2.11

      At December 31, 1997, net assets consisted of:

      Paid-in capital                                              $248,737,206
      Accumulated net realized loss on investments                 (27,854,418)
      Net unrealized depreciation on investments
             and foreign currencies                               (120,061,447)
                                                                   $100,821,341

Statement of Operations
Year Ended December 31, 1997

Investment Income
      Dividends (net of $30,781 foreign tax expense)              1,744,074
      Interest                                                         82,180
      Total investment income                                       1,826,254
<PAGE>


Expenses
      Investment management (note 3)                                1,577,627
      Distribution (note 3)                                           394,557
      Interest                                                        302,687
      Transfer agent                                                  292,484
      Custodian                                                       181,736
      Shareholder administration (note 3)                             145,706
      Registration (note 3)                                           142,548
      Printing                                                        134,575
      Professional (note 3)                                            71,067
      Directors                                                        14,295
      Other                                                           142,875
      Total expenses                                                3,400,157
      Fee reductions (note 5)                                        (38,485)
      Expenses reimbursed (note 3)                                  (402,551)
      Net expenses                                                  2,959,121
      Net investment loss                                         (1,132,867)

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

      Net realized loss from foreign currency and
             futures transactions                                   (1,267,776)
      Net realized loss from security transactions                 (24,033,256)
      Unrealized depreciation of investments and
             foreign currencies during the period                 (106,987,683)
      Net realized and unrealized loss on investments
             and foreign currencies                               (132,288,715)
      Net decrease in net assets resulting
             from operations                                     $(133,421,582)


STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1997 and 1996

<TABLE>
<CAPTION>

OPERATIONS:                                                                              1997               1996


<S>                                                                                 <C>                 <C>          
       Net investment loss                                                          $ (1,132,867)       $ (1,420,721)
       Net realized loss from foreign currency and futures transactions               (1,267,776)           (379,853)
       Net realized loss from security transactions                                  (24,033,256)         (2,303,822)
       Unrealized depreciation of investments and foreign currencies
                during the period                                                   (106,987,683)        (14,771,827)
       Net decrease in net assets resulting from operations                         (133,421,582)        (18,876,223)

DISTRIBUTIONS TO SHAREHOLDERS:
       Distributions from net realized gains ($.0023 per share in 1996)                   --                (84,946)

CAPITAL SHARE TRANSACTIONS:
       Increase in net assets resulting
                from capital share transactions (a)                                    33,786,396         203,664,653
            Total increase (decrease) in net assets                                  (99,635,186)         184,703,484

NET ASSETS:
       Beginning of period                                                            200,456,527          15,753,043
       End of period                                                                 $100,821,341        $200,456,527
</TABLE>

<PAGE>


(a)  Transactions in capital shares were as follows:

                                        1997                    1996
                               SHARES         VALUE       SHARES      VALUE

Shares sold                   53,337,981  $ 191,963,387 60,650,936 $342,691,686 
Shares issued in 
reinvestment of distributions 13,52381,851
Shares redeemed              (44,503,491) (158,176,991)(25,443,864) 139,108,884)
Net increase                   8,834,490 $  33,786,396   35,220,595 $203,664,653


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 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
$226,384,865,  gross unrealized  appreciation and gross unrealized  depreciation
were $288,223 and $120,207,377,  respectively, at December 31, 1997. At December
31, 1997,  the Fund had an unused  capital loss  carryforward  of  approximately
$27,854,400  of which  $25,267,300  and  $2,587,100  expires  in 2005 and  2004,
respectively.

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  had agreed to be  subject to the  following
expense limitation for a period of two years from the date of the Investment


<PAGE>



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 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, 1997 was
$402,551.  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, 1997, an affiliate of
the Investment Manager,  received commissions of $83,700 for brokerage services.
The Fund  reimbursed  the  Investment  Manager  $64,081  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
$145,706 for shareholder  administration  services which it provided to the Fund
at cost during the year ended December 31, 1997.

4) The Fund has a committed  bank line of credit for leveraging and temporary or
emergency  purposes.  At December 31, 1997, there was no balance outstanding and
the  interest  rate was  equal to the  Federal  Reserve  Funds  Rate  plus  1.00
percentage  points.  For the year ended December 31, 1997, the weighted  average
interest rate was 6.72% based on the balances  outstanding during the period and
the weighted average amount outstanding was $4,367,103.

5) The  Fund  has  entered  into an  arrangement  with its  transfer  agent  and
custodian 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 and custodian fees were reduced by $27,740 and $10,745, respectively, under
such  arrangements.  Purchases  and proceeds of sales of  securities  other than
short term  investments  and bullion  aggregated  $90,604,020  and  $79,044,201,
respectively,  during the year ended December 31, 1997. As of December 31, 1997,
the Fund loaned common stocks  having a value of  $12,855,769  and received cash
collateral of $14,566,785 for the loan. At December 31, 1997,  uncovered options
written consisted of:

Index                   Expiration Month           Contracts         Value
                       and Exercise Price 
Philadelphia Gold       March 70 (premiums            1,000         $562,500
& Silver Index          received $492,494)

On December 31,  1997,  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

400,000 San Kung              2/4/97               $1,000,000        $650,000
Investment Corp. Units                             $1,000,000        $650,000

At December 31, 1997, the total value of restricted  securities  represent 0.64%
of net assets.

<PAGE>

<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
Years Ended December 31,

PER SHARE DATA                                                  1997*         1996*       1995*        1994       1993

<S>                                                            <C>            <C>         <C>          <C>        <C>  
    Net asset value at beginning of period                     $5.15          $4.25       $3.32        $4.16      $2.35
    Income from investment operations:
         Net investment loss                                   (.03)          (.05)       (.06)        (.05)      (.01)
         Net realized and unrealized gain (loss)
               on investments                                  (3.01)          .95         1.28        (.67)      2.34
               Total from investment operations                (3.04)          .90         1.22        (.72)      2.33
         Less distributions:
               Distributions from net realized gains             _              _         (.29)        (.12)      (.52)
               Total distributions                               _              _         (.29)        (.12)      (.52)
         Net asset value at end of period                      $2.11          $5.15       $4.25        $3.32      $4.16

TOTAL RETURN                                                 (59.03)%         21.22%      36.73%      (17.27)%    99.24%

Ratios/Supplemental Data                                         1997*          1996      1995*        1994        1993
     Net assets at end of period (000's omitted)               $100,793      $200,457    $15,753      $7,052     $10,357
     Ratio of expenses to average net assets (a) (b)             1.90%         1.63%      2.26%        2.15%       2.18%
     Ratio of net investment loss to average
         net assets (c)                                         (.72)%        (.92)%     (1.47)%      (1.26)%     (0.28)%
     Portfolio turnover rate                                     50%            23%        48%          53%         63%
     Average commission per share                              $.0116        $.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 2.15%,  1.83%,
and 2.52% for the years ended December 31, 1997, 1996, and 1995,  respectively. 
(b) Ratio after transfer agent and custodian credits was 1.88%, 1.61% and 2.25% 
for the years ended December 31, 1997, 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 (.97)%,
(1.12)%,  and (1.73)% for the periods ended  December 31, 1997,  1996, and 1995,
respectively.


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders of Midas Fund, Inc.:

     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, 1997,  the related
statement of operations  for the year then ended,  the  statements of changes in
net assets for the two years then ended and financial  highlights  for the three
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 two 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  procedures  included  confirmation  of securities  owned as of
December 31, 1997, by correspondence


<PAGE>



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, 1997, and the results of its operations for
the year then ended,  the changes in its net assets for the two years then ended
and the financial  highlights for the three years then ended in conformity  with
generally accepted accounting principles.

TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
January 23, 1998



Midas Fund Average Annual Return
1 Year                      -59.03%
5 Years                     2.28%
10 Years                    -1.61%

Chart: Total Return performance in thousands of dollars
Plot Points:
                            Midas Fund             PMFA              S&P500
12/87                         10000                10000             10000
12/88                          8101                8101              11661
12/89                          9873                10241             15356
12/90                          8196                7802              14877
12/91                          8180                7491              19412
12/92                          7594                6179              20891
12/93                         15094                11557             22992
12/94                         12518                10203             23294
12/95                         17115                10601             32037
12/96                         20748                11403             39388
12/97                          8501                6512              52525


The Performance Graph shows results of an initial investment of $10,000 in Midas
Fund,  in the  Standard  &  Poor's  500  Stock  Index  ("S&P  500"),  and in the
Morningstar  Precious  Metals  Fund  Average  ("PMFA")  from  January 1, 1988 to
December 31, 1997.  Results in each case reflect  reinvestment  of dividends and
distributions. The S&P 500 is unmanaged and fully invested in common stocks. The
PMFA is an equally  weighted  average of the 19 precious metals funds tracked by
Morningstar.  The Fund invests primarily in (1) securities of companies involved
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.  Past  performance  is not  predictive  of future
performance. Until 8/25/95, the maximum sales charge imposed on purchases of the
Fund shares was 4.5%.  This sales charge is not  reflected  in the  standardized
returns set forth since it has heen discontinued.

                                            Average
                             Final Value    Total Return    Annual Return
MIDAS Fund                    $8,501         -14.99%          -1.61%
S&P 500                       52,525         425.25           18.04
PMFA                           6,512         -34.88           -4.20
Source: Morningstar, Inc.



<PAGE>



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

ACCOUNT ACCESS

For Fund prospectuses and other investment information, call toll-free
1-888-503-FUND (3863)

For shareholder services by Direct Access, call toll-free
1-888-503-VOICE (8642)

Or, access the Fund on the the web at
www.midasfund.com

Midas Fund
11 Hanover Square
New York, NY 10005




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