MIDAS FUND INC
N-30D, 1999-03-12
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Midas FUND

DISCOVERING  Opportunities

1998 ANNUAL REPORT

REPORTFROM THE  PORTFOLIO MANAGER

We are very pleased to welcome the many new  shareholders who have joined Midas,
and to note that many  shareholders  have taken advantage of lower prices to add
to their investment.

            The past year proved to be one of the most  difficult for many years
in the gold sector. In late August the gold price fell to a nineteen year low of
$272,  before  rallying to $300 as the Long Term Capital  Management  hedge fund
crisis broke. The subsequent rescue by a consortium of banks restored  stability
to the financial markets, and gold subsequently fell back to the $280 level.

            The weak gold price had a severely negative impact on prices of gold
mining  shares.  Gold stock indices  declined by more than 30% as even the major
quality producers fell sharply,  while smaller producers and development capital
companies were particularly hard hit. Many stocks fell to multi-year lows before
showing some recovery.  Reflecting these conditions, shares of the Fund declined
28.44% for the year.

            Despite the vagaries of the market, the condition of the gold mining
industry continues to improve.  Significant consolidation has taken place in the
South African industry,  whereby numerous individual mines have been merged into
Anglogold,  and Gold Fields Ltd. This has enhanced productivity,  reduced costs,
and boosted  profitability.  A near 20% devaluation of the South African rand in
July also materially increased revenues.  In light of the considerably  improved
outlook for the South African  mines,  the portfolio  weighting was increased to
over 20%.

            Similarly, consolidation is underway in North America and Australia,
although in the form of  acquisitions.  The majors have been  aggressive  in the
acquisition of companies with proven  reserves,  the value or potential of which
is not being fully recognized by the investment  market.  Notable deals over the
past year include  Homestake's  acquisition of Plutonic  Resources in Australia,
and  Placer  Dome's  offer for  Getchell  Gold - the  latter at more than a 100%
premium to market price! Placer's offer to joint venture the Western Areas South
Deep project in South Africa is the first  significant  investment  by a foreign
mining company in a South African gold operation,  expressing  confidence in the
future of the gold sector in that country.  These companies are core holdings in
Midas.  Should the gold market  remain  subdued,  more of this  activity  can be
expected.

            Exposure to platinum  group  metals was  increased  during the year.
Robust demand from the auto catalyst  industry,  coupled with supply problems in
Russia,  resulted in both platinum and palladium  prices trading at a premium to
the gold price.  The holdings in Stillwater  Mining and Impala were increased to
bring  exposure  to  platinum  to close to 10% of assets.  These  companies  are
experiencing record profitability.

            The  portfolio  has  undergone a  restructuring  over the past year.
Exposure to junior  development  companies is now less than 5%, considering that
this sector will require significantly higher gold prices to come to life again.
The  majority of the  portfolio  is in quality  major and medium size  producing
companies that have  streamlined  their  operations and are generating  positive
cash flow at current depressed gold prices.  This bodes well for the performance
of these companies on any improvement in the gold price.

            We remain dedicated to the consistent,  disciplined  process we have
established for Midas Fund, and appreciate your confidence and support.

Sincerely,


Kjeld Thygesen

<PAGE>

10 Largest Holdings as of December 31, 1998

1) Stillwater Mining
The only palladium and platinum  mining company in the United States.  Currently
benefiting  from the high prices for these metals,  with plans to further expand
production.
2) Meridian Gold Inc.
Operates  two  mines in the  U.S.,  Beartrack  and  Jerrit  Canyon,  but  future
potential  lies in the exciting El Penon project in Chile.  This is a high grade
project which will have very low costs.
3) Getchell Gold Corp.
Over the past few years, the Getchell  property in Nevada has developed into one
of the major success  stories of North  American  gold mining,  resulting in the
company  receiving  an offer from Placer  Dome at more than 100%  premium to the
market price.
4) Anglogold Ltd.
This South  African  company is the world's  largest gold  producer and owner of
undeveloped gold reserves.
5) Normandy Mining
Australia's  largest  gold  mining  company,   with  outstanding   international
operations. Production is substantially hedged at attractive prices.
6) Newmont Mining Corp.
The largest of the North American producers,  with a globally diversified spread
of low cost gold  operations.  Production  is unhedged,  which  should  generate
outperformance on higher gold prices.
7) Delta Gold NL
A leading  Australian  gold  producer  with  operations  in the Granny Smith and
Kanowna Bell mines.  Future growth  potential from the exciting  Sunrise Dam and
Wallaby Projects.
8) Rio Narcea Gold Mines
Emerging gold producer. Its new mine in Spain began operations in 1998.
9) Gold Fields Ltd.
The second  largest but lowest cost  producer in South Africa  after  Anglogold.
Growth will come through expansion of intemational operations.
10) Homestake Mining
The  oldest  gold  producing  company  in  the  United  States,  with  expanding
international  production as well.  Generally does not hedge the future price of
its gold production.

COMMENTS from the Strategic Advisor
                                                              Feruary 15th, 1999

            Even though the gold price ended 1998 virtually unchanged from where
it began the year,  it was  buffeted  by a number of  factors.  Together,  these
generally  had a bearish  influence on the gold price,  which in August  briefly
touched a nineteen year low, and ended the year at $288.10 per ounce.

            Perhaps the biggest factors adversely  affecting the gold price last
year were the declines in most commodity  prices,  and the price of crude oil in
particular.  These  declines  helped  restrain  the rate of  inflation,  and the
Producer Price Index was basically unchanged last year, while the Consumer Price
Index rose only 1.6%.

M3 Money Supply Growth at 16-Year High
            Evidence  that  inflation  remains a threat,  however,  is the rapid
growth  of  M3,  a  broad  definition  of  the  total  quantity  of  dollars  in
circulation.  The Federal  Reserve  reported that M3 grew by 11.3% in 1998,  the
highest rate of monetary  growth since the 12 months  ending April 1982,  during
which period the inflation rate was 6.6%.  Unless  commodity prices remain weak,
rapid monetary expansion will put upward pressure on the inflation rate, as will
a decline in the exchange rate of the dollar.

            The strength of the dollar was called into question  during 1998. In
June,  the U.S.  Treasury  intervened  to halt the  dollar's  rise  against  the
Japanese  yen,  which  since then has gained  more than 20%  against the dollar.
Further  evidence that the trend for the dollar may be turning for the worse can
be made by  comparing  the  dollar's  rate of  exchange  to the  major  European
currencies.  For the first time in three  years,  the  dollar in 1998  failed to
trade at an  exchange  rate above the highest  level it reached in the  previous
year.

            However,  the  dollar  remained  strong  in 1998 in a few  selective
areas,  most notably against those  countries whose  currencies were pummeled in
the Asian crisis.  The dollar also  remained  strong  against the  currencies of
countries which are commodity exporters. In particular,  the dollar rose against
the currencies of Australia, Canada and South Africa, which did have some impact
on Midas Fund.

            Nevertheless,   investing   internationally   remains  an  important
strategy  of Midas  Fund  because a broad  geographic  mix  provides  useful and
prudent  diversification,   enabling  the  worldwide  deployment  of  assets  in
companies perceived to offer the most value and best opportunity for share price
appreciation.  For example, Anglogold Ltd. of South Africa is the second largest
holding in the Midas Fund.  It is the largest gold mining  company in the world,
with  twice the  production  and three to four times the  reserves  of its North
American  counterparts.  It also pays a healthy dividend. Yet Anglogold commands
only  one-third of the market  capitalization  of the large North  American gold
mining companies, seemingly making Anglogold relatively undervalued.

            The Holdings by Operations  chart above shows the worldwide scope of
the operations of the companies within Midas Fund's portfolio,  with the largest
exposure to the United  States at 38.7% of the  portfolio  followed by companies
whose principal operations are in South Africa at 22.2%. The other chart clearly
shows the emphasis on quality major and medium size producing companies.

            Equity  markets  in much  of the  world  remained  strong  in  1998,
diverting investor attention away from the precious metals. Nevertheless, recent
reports by Gold Fields Mineral  Services Ltd.  indicate that the demand for gold
remains strong, and in continuation of a multi-year trend, is still outstripping
the supply of gold from new  production.  This  imbalance  could  cause the gold
price to rise.

Sincerely,


James Turk

<PAGE>

Rio Narcea Gold Mines, Ltd.

Rio Narcea  commenced  production at the El Valle gold mine in February 1998, in
an area  first  mined  some 2000  years ago by the  Romans.  Spanish  geologists
rediscovered  the gold deposits in 1993.  Five years of development and drilling
defined a  geological  reserve of two  million  ounces of gold in three open pit
deposits.

With a strong production growth profile and favorable cost structure, we believe
Rio Narcea is destined to become Europe's largest gold producer, and a rewarding
investment to its shareholders.


Schedule of Portfolio Investments
December 31, 1998

Shares                                                              Market Value
                        Common Stocks and Warrants  (99.6%)

               North America (58.0%)
2,445,800      AMT International Mining Corp.* (2)                  $    399,379
  896,200      Argosy Mining Corp.*                                       87,805
3,114,600      Armada Gold Corp.* (2)                                    152,577
   50,000      ASA Limited                                               778,125
  385,000      Attwood Gold Corp.*                                       123,220
1,186,000      Aurizon Mines Ltd.*                                       542,260
  208,000      Battle Mountain Gold Co.                                  858,000
  430,000      Boliden Ltd.*                                           1,081,319
2,600,000      B.Y.G. Natural Resources Inc.* (2)                        118,877
  230,000      Cambior Inc.                                            1,134,226
  850,000      Campbell Resources Inc.*                                  212,500
1,231,000      Canyon Resources Corp.*                                   307,750
  228,571      Claude Resources, Inc.*                                   216,478
  294,000      Cornucopia Resources Ltd.*                                  8,641
2,079,500      Dayton Mining Corporation*                                461,809
  459,300      Eldorado Gold Corp.*                                      120,000
   63,900      Etruscan Resources Inc.*                                   25,460
1,810,000      Fairmile Gold Corp.* (2)                                   70,934
1,259,500      Fairstar Explorations Inc.* (2)                            98,720
  108,000      Franco-Nevada Mining Corp. Ltd.                         2,070,411
  200,000      Freeport-McMoRan Copper & Gold A*                       1,937,500
  200,500      Getchell Gold Corp.*                                    5,463,625
  113,700      Gitennes Exploration Inc.*                                 22,280
  300,000      Glamis Gold Ltd.                                          562,500
  328,900      Golden Cycle Gold Corp.* (2)                            2,261,188
  500,000      Golden Knight Resources Inc.*                             146,963
  749,000      Golden Queen Mining Co. Ltd.*                             254,396
  370,000      Golden Star Resources Ltd.*                               393,125
  120,000      Gold Reserve Corp.*                                       142,500
1,525,000      Goldstake Explorations Inc.*                              169,334
3,285,000      Greenstone Resources Ltd.*                              1,711,720
  170,000      Greenstone Resources Ltd. Warrants*                        49,967
  523,800      High River Gold Mines Ltd.*                               201,856
  281,800      Homestake Mining Co.                                    2,589,038
  400,000      Jordex Resources, Inc.*                                   117,570
  100,000      Kenrich Mining Corp.*                                      13,063
  300,000      Kenrich Mining Corp. Units*                                39,190
  330,000      Kinross Gold Corp.*                                       760,875
  104,167      Lytton Minerals Ltd.*                                      11,567
  359,163      McWatters Mining Inc.*                                    179,465
  972,000      Meridian Gold Inc.*                                     5,713,912
  460,000      Metallica Resources, Inc.*                                216,329
  500,000      Minera Andes Inc. Special Warrants*                       212,280
  590,830      Miramar Mining Corp.*                                     501,685
1,000,000      Nelson Gold Corporation Ltd.*                              91,443
  412,400      Nevsun Resources Ltd.*                                    253,204
  193,775      Newmont Mining Corp.                                    3,500,061
  805,000      Oliver Gold Corp.*                                         63,096
  800,000      Ourominas Minerals Inc.*                                   33,965
1,225,000      Palmer Industries* (2)                                    280,046
  330,000      Pangea Goldfields Inc.*                                   420,314
  100,000      Placer Dome Inc.                                        1,150,000
1,768,330      Rio Narcea Gold Mines, Ltd.*                            2,945,292
  375,500      River Gold Mines Ltd.                                     981,058
  333,333      Sedex Mining Corp.*                                        13,063
  430,000      South American Gold & Copper Ltd.*                         12,639
  150,000      Stillwater Mining Company*                              6,150,000
2,000,000      Sunshine Mining and Refining Co.*                       1,000,000
  280,000      Tenke Mining Corp.*                                        58,524
1,552,500      Tombstone Explorations Co. Ltd.* (2)                      111,545
1,000,000      Vengold Inc.*                                             613,978
  680,947      Viceroy Resource Corp.*                                 1,067,454
4,437,400      Vista Gold Corp.* (2)                                     666,624
3,055,333      William Resources Inc.* (2)                               109,760
                                                                      52,062,485
               Australia (14.5%)
2,000,000      Delta Gold NL                                           3,033,040
  700,000      Emperor Mines Ltd.*                                       256,830
  255,000      Homestake Mining Co.*                                   2,342,813
4,750,000      Normandy Mining Ltd.                                    4,385,984
7,000,000      Normandy Mining Ltd. Warrants, expire 4/30/01*            513,660
3,500,000      Resolute Limited                                        2,461,288
                                                                      12,993,615
               China (.4%)
  400,000      San Kung Investment Corp. Units (1)                       333,333
               
               Ghana (2.5%)
  241,962      Ashanti Goldfields Co. Ltd. GDS                         2,268,394
               
               Mexico (2.8%)
  850,000      Industrias Penoles S.A.                                 2,540,131
               
               South Africa (21.4%)
  121,012      AngloGold Ltd.                                          4,734,624
   56,891      AngloGold Ltd. ADR                                      1,112,930
  150,000      Driefontein Consolidated Ltd.                             600,000
  170,000      Durban Roodeport Deep Ltd. ADR*                           467,500
  430,000      Durban Roodeport Deep Ltd.*                             1,182,500
  668,380      Durban Roodeport Deep Ltd. Warrants,
               expire 12/31/99*                                          325,087
  487,818      Gold Fields Ltd.*                                       2,691,581
   45,100      Gold Fields Ltd. ADR*                                     242,412
  210,700      Harmony Gold Mining Warrants*, expire 7/31/01             148,459
  500,000      Harmony Gold Mining Co. Ltd.*                           2,499,894
  120,000      Impala Platinum Holdings Ltd.                           1,590,000
  582,000      New East Daggafontein Mines Ltd.                          123,509
  500,000      Randfontein Estates Ltd.                                1,103,519
  169,909      Randgold Resources Ltd.*                                  424,772
  600,000      Western Areas Ltd.*                                     1,950,681
                                                                      19,197,468
               Total Common Stocks and Warrants
               (cost:  $215,503,158)                                  89,395,426
Contracts      Options (.4%)
    5,500      Harmony Gold Mining Co., expire 7/30/99
               (cost: $610,333)                                          387,530
               Total Investments (100.0%)                            $89,782,956
               (cost: $216,113,491)
               * Indicates non-income producing security.
               (1) Security is not publicly traded (see note 5).
                        (2) Affiliated company.

Statement of Assets and Liabilities
December 31, 1998

Assets:
  Investments at market value
              (cost: $216,113,491) (note 1) ........................ $89,782,956
  Cash .............................................................     215,160
  Foreign currencies ...............................................   2,470,022
  Receivables:
     Fund shares sold ..............................................     179,587
     Interest ......................................................      53,180
     Investment securities sold ....................................       6,387
  Other assets .....................................................      21,053
     Total assets ..................................................  92,728,345

Liabilities:
  Payables:
     Demand note payable to bank (note 4) ..........................   3,564,963
     Fund shares redeemed ..........................................     338,284
     Investment securities purchased ...............................     829,630
     Forward currency contract (note 5) ............................         563
  Accrued management and distribution fees .........................      80,404
  Accrued expenses .................................................      73,103
     Total liabilities .............................................   4,886,947
   
Net Assets: 
  (Applicable to 58,174,800 outstanding shares:
   250,000,000 of $.01 par value authorized) ....................... $87,841,398
________________________________________________________________________________
   NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE
   ($87,841,398 / 58,174,800) ......................................       $1.51
________________________________________________________________________________
   At December 31, 1998, net assets consisted of:
   Paid-in capital .................................................$270,942,869
   Accumulated net realized loss on investments ....................(56,759,649)
   Net unrealized depreciation on investments
               and foreign currencies .............................(126,341,822)
                                                                     $87,841,398

Statement of Operations
Year Ended December 31, 1998

Investment Income:
   Dividends (net of $61,967 foreign tax expense) .................. $ 2,211,164
   Interest ........................................................     415,502
   Total investment income .........................................   2,626,666
Expenses
   Investment management (note 3) ..................................   1,018,983
   Transfer agent ..................................................     490,420
   Distribution (note 3) ...........................................     254,746
   Shareholder administration (note 3) .............................     170,317
   Custodian .......................................................     167,877
   Professional (note 3) ...........................................      79,808
   Printing ........................................................      74,527
   Registration (note 3) ...........................................      67,544
   Interest ........................................................      17,653
   Directors .......................................................      15,148
   Other ...........................................................      14,042
   Total expenses ..................................................   2,371,065
   Transfer agent credits (note 5) .................................    (19,684)
   Fee reductions (note 5) .........................................     (6,660)
   Net expenses ....................................................   2,344,721
   Net investment income ...........................................     281,945

Realized and Unrealized Loss on
Investments, Foreign Currencies, and Futures:
   Net realized loss from foreign currency and
          futures transactions .....................................   (307,036)
   Net realized loss from security transactions ....................(28,397,116)
   Unrealized depreciation of investments and
          foreign currencies during the period ..................... (6,280,375)
   Net realized and unrealized loss on investments
          and foreign currencies ...................................(34,984,527)
   Net decrease in net assets resulting
          from operations .........................................$(34,702,582)
<TABLE>
<CAPTION>

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

Operations:                                                1998                          1997            
<S>                                                 <C>                          <C>             
 Net investment income (loss) ......................$     281,945                $  (1,132,867)  
 Net realized loss from 
          foreign currency and futures transactions .    (307,036)                   (1,267,776)  
 Net realized loss from security transactions ......  (28,397,116)                  (24,033,256)  
 Unrealized depreciation of investments and
          foreign currencies during the period .....   (6,280,375)                 (106,987,683)
   Net decrease in net assets resulting 
          from operations ..........................  (34,702,582)                 (133,421,582)  
                                                                                                 
Capital Share Transactions:                                                                      
 Increase in net assets resulting from
          capital share transactions ...............   21,722,639                    33,786,396  (a)    
   Total decrease in net assets ....................  (12,979,943)                  (99,635,186)         
                                                                                                 
Net Assets:                                                                                      
 Beginning of period ...............................  100,821,341                  200,456,527          
 End of period .....................................  $87,841,398                  $100,821,341         
</TABLE>                                                              
      
(a)  Transactions in capital shares were as follows:
                              1998                           1997
                      Shares         Value           Shares           Value
 Shares sold        53,935,734    $97,702,211      53,337,981     $191,963,387
 Shares redeemed  (43,523,746)   (75,979,572)    (44,503,491)    (158,176,991)
 Net increase       10,411,988    $21,722,639       8,834,490      $33,786,396

<PAGE>

Notes to Financial Statements

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.  Futures  contracts  are marked to market
daily and the variation margin is recorded as an unrealized gain or loss. When a
contract is closed,  a realized gain or loss is recorded equal to the difference
between the opening and closing  value of the  contract.  Forward  contracts are
marked to market daily and the change in market value is recorded by the Fund as
an  unrealized  gain or loss.  When a  contract  is closed,  the Fund  records a
realized gain or loss equal to the difference  between the value of the contract
at the time it was  opened  and the  value at the time it was  closed.  The Fund
could be exposed to risk if the  counterparties  are unable to meet the terms of
the contracts.  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.  Premiums and discounts  are amortized in accordance  with income tax
regulations.  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.

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
$216,113,491,  gross unrealized  appreciation and gross unrealized  depreciation
were  $6,618,227  and  $132,948,762,  respectively,  at December  31,  1998.  At
December  31,  1998,  the  Fund  had an  unused  capital  loss  carryforward  of
approximately  $40,030,500 of which  $2,587,100,  $25,267,300,  and  $12,176,100
expires in 2004, 2005, and 2006, respectively.

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 net 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.
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,


<PAGE>



1998, an affiliate of the Investment Manager received commissions of $29,119 for
brokerage  services.  The Fund  reimbursed  the Investment  Manager  $50,160 for
providing certain administrative and accounting services at cost during the year
ended December 31, 1998. 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  $170,317
for  shareholder  administration  services which it provided to the Fund at cost
during the year ended December 31, 1998. In addition,  the Fund paid $135,453 to
Investor  Service Center,  which remitted such amount to certain  no-transaction
fee brokers for transfer agent services.

The Fund has a bank line of credit for  leveraging  and  temporary  or emergency
purposes.  At December 31, 1998, the balance  outstanding was $3,564,963 and the
interest rate was equal to the Federal  Reserve Funds Rate plus 1.00  percentage
point.  For the year ended December 31, 1998, the weighted average interest rate
was 6.18% based on the balances  outstanding  during the period and the weighted
average amount outstanding was $350,353.

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 $19,684  and $6,660,  respectively,  under such
arrangements.  Purchases  and proceeds of sales of  securities  other than short
term   investments  and  bullion   aggregated   $56,884,054   and   $25,756,225,
respectively, during the year ended December 31, 1998.

On December 31, 1998,  the Fund held certain  securities  which are not publicly
traded  and  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 such
securities are as follows:
                                           Date of
         Units                           Acquisition        Cost         Value
400,000 San Kung Investment Corp. Units     2/4/97     $1,000,0000    $333,333


At December 31, 1998, the total value of such  securities  represented  0.38% of
net assets.

A forward  currency  contract  is an  obligation  to purchase or sell a specific
currency for an agreed-upon  price at a future date.  When the Fund purchases or
sells foreign  securities it customarily enters into a forward currency contract
to minimize foreign exchange risk between the trade date and the settlement date
of such transactions. The Fund could be exposed to risk if counterparties to the
contracts  are  unable  to meet the terms of their  contracts.  The Fund had the
following forward currency contracts outstanding at December 31, 1998:

                                                     Settlement       Unrealized
Contracts to sell Foreign Currency   In Exchange for    Date            Loss
1,232,500 Mexican Pesos               U.S. $123,869    1/4/99          $(563)

<TABLE>
<CAPTION>
Financial Highlights
                                                                                    Years Ended December 31,
                                                                 1998*           1997*           1996*          1995*         1994
Per Share Data 
<S>                                                             <C>             <C>         <C>             <C>            <C>     
  Net asset value at beginning of period ................       2.11      $     5.15  $         4.25  $        3.32  $       4.16
  Income from investment operations:
     Net investment loss ................................         _            (.03)           (.05)          (.06)         (.05)
     Net realized and unrealized gain (loss) on
          investments ...................................       (.60)          (3.01)            .95           1.28          (.67)
                        Total from investment operations        (.60)          (3.04)            .90           1.22          (.72)
         Less distributions:
                 Distributions from net realized gains ..          _              _               _            (.29)         (.12)
                        Total distributions .............          _              _               _            (.29)         (.12)
         Net asset value at end of period ...............   $   1.51      $     2.11  $         5.15  $        4.25  $       3.32

TOTAL RETURN ............................................     (28.44)%        (59.03%)         21.22%         36.73%       (17.27)%
Ratios/Supplemental Data 
   Net assets at end of period (000's omitted) ..........   $  87,841     $   100,793     $   200,457     $   15,753     $   7,052
   Ratio of expenses to average net assets (a) (b) ......       2.33%           1.90%           1.63%          2.26%         2.15%
   Ratio of net investment loss to average net assets (c)       (.02)%          (.72)%          (.92)%        (1.47)%       (1.26)%
   Portfolio turnover rate ..............................      27%             50%             23%            48%           53%

<FN>
* Per share net investment  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 were 2.30%,  1.88%, 1.61% and 2.25% for the
years ended December 31, 1998, 1997, 1996 and 1995, respectively. Prior to 1995,
such credits were reflected in the ratio.  (c) Ratio prior to  reimbursement  by
the  Investment  Manager  was (.97)%,  (1.12)%,  and (1.73)% for the years ended
December 31, 1997, 1996, and 1995, respectively.
</FN>
</TABLE>

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 schedule of portfolio  investments  as of December 31, 1998,  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 four 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 the year 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, 1998, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.
                        
     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Midas Fund, Inc., as of December 31, 1998, 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 four years then ended in conformity  with
generally accepted accounting principles.

TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
January 15, 1999


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, 1989 to
December 31, 1998.  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 22 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.

                    [Graph Omitted]
                                                                   Average
                  Final Value         Total Return              Annual Return
MIDAS Fund             $7,509              -24.91%                     -2.82%
PMFA                    7,173               -28.27                      -3.27
S&P 500                57,915               479.15                      19.20

Source: Morningstar, Inc.

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            Traditional Deductible IRA, Roth IRA, SEP-IRA,
            SIMPLE IRA, 403(b), $1,000
o           Education IRA, $500
o           Automatic Investment Program, $100
o           Subsequent Investments, $100



<PAGE>


ACCOUNT ACCESS

For  Fund  prospectuses  and  other  investment   information,   call  toll-free
1-888-503-FUND   (3863)  For  shareholder  services  by  Investor  Access,  call
toll-free

1-888-503-VOICE (8642)
Or, access the Fund on the the web at

www.midasfund.com



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