MIDAS FUND INC
497, 1999-05-06
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                                 [Insert Design]


                                Midas Fund, Inc.




                          Prospectus dated May 1, 1999



Midas Fund, Inc. seeks primarily  capital  appreciation  and protection  against
inflation and,  secondarily,  current income.  The Fund pursues its objective by
investing  primarily in companies involved with gold, silver,  platinum or other
natural  resources  and  gold,  silver  and  platinum  bullion.  There can be no
assurance that the Fund will achieve its objective.

           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 before you
invest. Please keep it for future reference.

As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
approved or  disapproved  these  securities  or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.



                                    CONTENTS

INVESTMENT OBJECTIVE AND STRATEGY.............................................2

MAIN RISKS....................................................................2

PAST PERFORMANCE..............................................................3

FEES AND EXPENSES OF THE FUND.................................................4

PORTFOLIO MANAGEMENT..........................................................4

DISTRIBUTION AND SHAREHOLDER SERVICES.........................................4

FINANCIAL HIGHLIGHTS..........................................................5

PURCHASING SHARES.............................................................5

REDEEMING SHARES..............................................................6

ACCOUNT AND TRANSACTION POLICIES..............................................7

DISTRIBUTIONS AND TAXES.......................................................8

FOR MORE INFORMATION.................................................Back Cover


                                        1

<PAGE>



                        INVESTMENT OBJECTIVE AND STRATEGY

Midas Fund seeks primarily capital appreciation and protection against inflation
and,  secondarily,  current income.  The Fund pursues its objective by investing
primarily in domestic or foreign companies involved with gold, silver,  platinum
or other natural resources and gold, silver and platinum bullion.

The Fund  will  invest 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.

In making investments for the Fund, management may consider, among other things,
the ore quality of metals mined by a company, a company's mining, processing and
fabricating costs and techniques,  the quantity of a company's unmined reserves,
quality  of  management,  and  marketability  of  a  company's  equity  or  debt
securities.  Management  will emphasize the potential for growth of the proposed
investment,  although it may also  consider an  investment's  income  generating
capacity  as  well.  A stock is  typically  sold  when,  in the  opinion  of the
portfolio management team, its potential to meet the Fund's investment objective
is limited, or exceeded by another potential investment.

The Fund may borrow money to purchase securities and may engage in short selling
where  risk of  loss is  potentially  unlimited.  The  Fund  may  utilize  other
investments  and  investment   techniques  that  may  impact  Fund   performance
including, but not limited to, options, futures and other derivatives (financial
instruments  that derive their values from other  securities or  commodities  or
that are based on indices). The Fund may also lend portfolio securities to other
parties.  Additionally,  the Fund  may  invest  in  special  situations  such as
liquidations and reorganizations.

The Fund may, from time to time, under adverse market  conditions take temporary
defensive positions such as investing some or all of its assets in cash and cash
equivalents,  money market securities,  short-term bonds, repurchase agreements,
and convertible bonds. When the Fund takes such temporary  defensive  positions,
the Fund may not achieve its investment objective.

                                   MAIN RISKS

Precious  Metals Price.  The primary risk affecting  this Fund's  performance is
that its  investments  are linked to the prices of gold,  silver,  platinum  and
other resources. These prices can be influenced by a variety of global economic,
financial  and  political  factors and may  fluctuate  substantially  over short
periods of time and be more volatile than other types of investments.  Economic,
political,  or other  conditions  affecting  one of the major  sources  of gold,
silver,  platinum and other resources could have a substantial  effect on supply
and demand in countries throughout the world.

Mining.  Resource mining by its nature involves  significant  risks and hazards.
Even when a resource  mineralization  is discovered,  there is no guarantee that
the actual reserves of a mine will increase.  Exploratory mining can last over a
number of years,  incur  substantial  costs,  and not lead to any new commercial
mining. Resource mining runs the risk of increased environmental, labor or other
costs in  mining  due to  environmental  hazards,  industrial  accidents,  labor
disputes,  discharge  of toxic  chemicals,  fire,  drought,  flooding  and other
natural acts. Changes in laws relating to mining or resource production or sales
could also substantially affect resource values.

Market. The market risks associated with investing in the Fund are those related
to  fluctuations  in the value of the  Fund's  portfolio.  A  potential  risk in
investing  in stocks is that stock value will go up and down  according to stock
market movements and you could lose money.  However, you also have the potential
to make money.  Also,  investing  in stocks  involves a greater  risk of loss of
income than bonds because stocks may not pay dividends.

Non-Diversification.  The Fund is non-diversified  which means that more than 5%
of the Fund's  assets may be invested  in the  securities  of one  issuer.  As a
result,  the  Fund  may  hold a  smaller  number  of  issuers  than  if it  were
diversified.  If this situation occurs, investing in the Fund could involve more
risk than  investing in a fund that holds a broader range of securities  because
changes in the  financial  condition  of a single  issuer  could  cause  greater
fluctuation in the Fund's total return.

                                        2

<PAGE>

Foreign  Investment.  The Fund can be  exposed  to the  unique  risks of foreign
investing.  Political turmoil and economic instability in the countries in which
the Fund invests could adversely affect the value of your  investment.  Also, if
the  value  of  any  foreign  currency  in  which  the  Fund's  investments  are
denominated  declines relative to the U.S. dollar, the value and total return of
your  investment  in  the  Fund  may  decline  as  well.  Foreign   investments,
particularly   investments  in  emerging  markets,  carry  added  risks  due  to
inadequate  or  inaccurate  financial  information  about  companies,  potential
political disturbances and fluctuations in currency exchange rates.

Portfolio  Management.  The portfolio  manager's  skill in choosing  appropriate
investments  for the Fund will determine in large part whether the Fund achieves
its investment objectives.

Active Trading.  The Fund expects to trade  securities  actively.  This strategy
could increase transaction costs, reduce performance,  and may result in taxable
distributions.

Illiquid  Securities.  The Fund may invest up to 15% of its  assets in  illiquid
securities.  Potential  risks from  investing  in illiquid  securities  are that
illiquid  securities  can 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.

Lending.  The  Fund  may  lend  portfolio  securities  to  borrowers  for a fee.
Securities may only be lent if the Fund receives  collateral equal to the market
value  of the  assets  lent.  Some  risk is  involved  if the  borrowers  suffer
financial problems and are unable to return the assets lent.

Interest Rates. The Fund's bond investments are affected by interest rates. When
interest rates rise,  the prices of bonds  typically fall in proportion to their
duration.  Duration,  expressed  in  years,  is based on the  estimated  payback
period,  or  "duration,"  of a  bond  and is  the  most  widely  used  gauge  of
sensitivity to interest rate change.

Year 2000.  The Fund could be  adversely  affected if computer  systems  used by
Midas  Management  Corporation  and the Fund's  other  service  providers do not
properly process and calculate date-related  information on and after January 1,
2000.  Midas  Management  Corporation  is working to avoid these problems and to
obtain  assurances  from other service  providers  that they are taking  similar
steps.  There could be a negative impact on the Fund. While the Fund cannot,  at
this time,  predict the degree of impact,  it is possible  that foreign  markets
will be less prepared than U.S. markets.

                                PAST PERFORMANCE

The bar chart provides some  indication of the risks of investing in the Fund by
showing changes in the Fund's  performance from year to year. The table compares
the Fund's average annual returns for the 1, 5 and 10 year periods with those of
the  Standard & Poor's 500 Stock  Index  ("S&P  500") and  Morningstar  Precious
Metals Fund  Average  ("PMFA").  The S&P 500 is an index that is  unmanaged  and
fully invested in common stocks.  The PMFA is an equally weighted average of the
22 managed precious metals funds tracked by Morningstar.  Both the bar chart and
the table assume reinvestment of dividends and distributions. As with all mutual
funds, past performance is not necessarily an indication of future performance.

             YEAR-BY-YEAR TOTAL PERCENT RETURN AS OF 12/31 EACH YEAR

                               [GRAPHIC OMITTED]

1989: 21.88,  1990: (16.99),  1991: (0.20),  1992: (7.16),  1993:  99.24
1994: (17.27),  1995: 36.73,  1996: 21.22,  1997: (59.03),  1998: (28.44)




                                  Best Quarter
                                 (4/93 - 6/93) =
                                     36.64%

                                  Worst Quarter
                                (10/97 - 12/97) =
                                    (40.90)%

           Average annual total return for the periods ended 12/31/98

                            1 Year                5 Years             10 Years
                            ------                -------             --------
 Midas Fund                (28.44)%              (16.62)%             (2.82)%
   S&P 500                  28.58%                24.05%               19.20%
    PMFA                   (11.35)%              (12.91)%             (3.27)%

                                       3
<PAGE>

                          FEES AND EXPENSES OF THE FUND

As an investor,  you pay certain fees and expenses in connection  with the Fund,
which are described in the following  tables.  Shareholder  fees are paid out of
your account.  Annual fund  operating  expenses are paid out of fund assets,  so
their effect is included in the share price.

                                Shareholder Fees
                    (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases
 (as a percentage of offering price)........................................NONE
Maximum Deferred Sales Charge (Load)....................................... NONE
Maximum Sales Charge (Load) Imposed on Reinvested Dividends................ NONE
Redemption Fee within 30 days of purchase..................................1.00%

                         Annual Fund operating expenses
(expenses that are deducted from Fund assets)( as % of average daily net assets)

Management fees.........................................................  1.00%
Distribution and Service (12b-1) fees...................................  0.25%
Other expenses..........................................................  1.08%
                                                                          -----
Total Annual Fund Operating Expenses....................................  2.33%

This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual funds:

<TABLE>
<S>                                                                        <C>      <C>        <C>       <C> 
                                                                           One      Three      Five       Ten 
The example  assumes that you invest  $10,000 in the Fund for the          Year     Years      Years     Years
time periods  indicated and then redeem all of your shares at the     
end  of  those  periods.  The  Example  also  assumes  that  your   
investment  has  a 5%  return  each  year  and  that  the  Fund's
operating  expenses  remain the same.  Although your actual costs
may be higher or lower,  based on these  assumptions  your  costs
would be:................................................................ $ 236     $ 727     $ 1,245   $ 2,666
                                                                          ======================================
</TABLE>

                              PORTFOLIO MANAGEMENT

Midas Management  Corporation is the investment  manager. It regularly furnishes
advice  with  respect  to  portfolio  transactions  and  provides  all  services
necessary for the proper conduct of the Fund's business and  administration.  It
is located at 11 Hanover Square, New York, New York 10005.  Generally,  the Fund
pays the  investment  manager a  management  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, 1998, investment management fees paid by the Fund
represented approximately 1.00% of average daily net assets.

Lion Resource  Management  Limited is the subadviser.  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. Its principal  business address
is 7 - 8 Kendrick  Mews,  London,  U.K.  SW7 3HG.  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.

                      DISTRIBUTION AND SHAREHOLDER SERVICES

Investor  Service  Center,  Inc.  is the  distributor  of the Fund and  services
shareholder accounts.  The Fund has adopted a plan under Rule 12b-1 and pays the
distributor  a  distribution  or 12b-1 fee in an amount  of  one-quarter  of one
percent per annum of the Fund's  average  daily net assets as  compensation  for
distribution  and  service  activities.  These  fees are paid out of the  Fund's
assets on an  ongoing-basis.  Overtime these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

                                       4
<PAGE>

                              FINANCIAL HIGHLIGHTS

This table describes the Fund's  performance for the past five years. The fiscal
year end is December 31. Certain  information  reflects  financial results for a
single Fund share. Total return shows how much your investment in the Fund would
have  increased (or decreased)  during each period,  assuming you had reinvested
all dividends and  distributions.  The figures for the periods  shown,  with the
exception of 1994, were audited by Tait, Weller & Baker, the Fund's  independent
accountants,  whose  report,  along with the Fund's  financial  statements,  are
included   in  the   Annual   Report,   which   is   available   upon   request.

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,

                                                             1998*            1997*           1996*           1995*           1994
                                                             -----            -----           -----           -----           ----
<S>                                                          <C>              <C>             <C>             <C>            <C>  
PER SHARE DATA
Net asset value, beginning of period......................   $2.11            $5.15           $4.25           $3.32          $4.16
                                                             -----            -----           -----           -----          -----
Income from investment operations:
Net investment loss.......................................     -             (0.03)          (0.05)          (0.06)          (0.05)
Net realized and unrealized gain (loss) on investments....   (0.60)          (3.01)           0.95            1.28           (0.67)
                                                             ------          ------           ----            ----           ------
  Total from investment operations........................   (0.60)          (3.04)           0.90            1.22           (0.72)
Less distributions:
Distributions from net realized gains.....................     -                -               -            (0.29)          (0.12)
  Total distributions.....................................     -                -               -            (0.29)          (0.12)
                                                                                                             ------          ------
Net asset value, 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, end of period (in 000's)......................  $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):....  (0.02)%          (0.72)%         (0.92)%         (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) Expense 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.  (b) Expense  ratio after
transfer agent and custodian credits was 2.30%,  1.88%,  1.61% and 2.25% for the
years ended December 31, 1998,  1997, 1996 and 1995. Prior to 1995, such credits
were reflected in the expense  ratio.  (c) Ratio prior to  reimbursement  by the
investment  manager  was  (0.97)%,  (1.12)%,  and  (1.73)%  for the years  ended
December 31, 1997, 1996, and 1995.
</FN>
</TABLE>

                                PURCHASING SHARES

Your price for Fund  shares is the Fund's next  calculation,  after the order is
placed,  of net asset value (NAV) per share which is  determined as of the close
of regular  trading on the New York Stock Exchange  (currently,  4 p.m.  eastern
time) each day the exchange is open. The Fund's shares will not be priced on the
days on which the exchange is closed for  trading.  The Fund's  investments  are
valued  based on  market  value,  or where  market  quotations  are not  readily
available, based on fair value as determined in good faith by the Fund's board.

Opening Your Account.

By check.  Complete  and sign the  Account  Application  that  accompanies  this
prospectus  and mail it,  along with your check made  payable to Midas Fund,  to
Investor  Service  Center,  Box 419789,  Kansas City, MO 64141-6789 (see Minimum
Investments below).

                                        5

<PAGE>

By wire.  Call  toll-free  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,  Kansas City, MO
64141-6789.  This service is not available on days when the Federal Reserve wire
system is closed (see Minimum Investments below).

<TABLE>
<CAPTION>
                               Minimum Investments

Account Type                    Initial     Subsequent  Account Type             Initial     Subsequent
- ------------                    -------     ----------  ------------             -------     ----------
<S>                              <C>           <C>      <C>                       <C>           <C> 
Regular account                  $1,000        $100     SIMPLE IRA                $1,000        $100
Uniform Gifts/Transfers          $1,000        $100     Rollover IRA              $1,000        $100
to Minors Act custody
accounts
Traditional IRA                  $1,000        $100     403(b) plan               $1,000        $100
Roth IRA                         $1,000        $100     Education IRA              $500         N/A
SEP-IRA                          $1,000        $100     Automatic Investment       $100         $100
                                                        Program
- -----------------------------  ----------  -----------  ----------------------  ----------  ------------
</TABLE>

Checks must be payable to Midas Fund in U.S. dollars.  Third party checks cannot
be accepted. You may be charged a fee for any check that does not clear.

IRAs and retirement accounts. For more information about the IRAs and retirement
accounts listed above, please call toll-free 1-800- 400-MIDAS.

Automatic  Investment Program.  With the Automatic  Investment Program,  you can
establish a convenient and affordable long term  investment  program through one
or more of the plans explained below.  Minimum  investments  described above are
waived for each plan since they are designed to facilitate an automatic  monthly
investment of $100 or more into your Fund account.


 ....................................  ..........................................
Bank  Transfer  Plan                  For making  automatic  investments  from a
                                      designated  bank account.
 ....................................  ..........................................
Salary  Investing  Plan               For   making   automatic   investments
                                      through  a  payroll deduction.
 ....................................  ..........................................
Government Direct  Deposit  Plan      For  making  automatic  investments  from
                                      your federal  employment, Social Secutity
                                      or other regular federal government check.
 ....................................  ..........................................

The Fund  reserves  the right to redeem  any  account  if  participation  in the
program ends and the account's value is less than $1,000 due to redemptions.

For more  information,  or to request the necessary  authorization  form, please
call  toll-free  1-800-400-MIDAS.  You may modify or terminate the Bank Transfer
Plan at any time by  written  notice  received  10 days  prior to the  scheduled
investment  date. To modify or terminate the Salary Investing Plan or Government
Direct Deposit Plan, you should contact your employer or the appropriate U.S.
Government agency, respectively.

Adding to Your Account.

By check.  Complete a Midas FastDeposit form and mail it, along with your check,
made payable to Midas Fund, to Investor Service Center, Box 419789, Kansas City,
MO  64141-6789  (see Minimum  Investments  above).  If you do not use that form,
include  a  letter  indicating  the  account  number  to  which  the  subsequent
investment is to be credited, and the name of the registered owner.

                                       6

<PAGE>

By Electronic Funds Transfer (EFT). Call toll-free 1-800-400-MIDAS. The bank you
designate on your Account Application or Authorization Form will be contacted to
arrange for the EFT, which is done through the Automated  Clearing House system,
to your Fund account. Requests received by 4 p.m., eastern time, will ordinarily
be credited to your Fund account on the next business day. 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 (see
Minimum Investments above).

By wire.  Subsequent  investments by wire may be made at any time without having
to call by simply  following  the same  wiring  procedures  above  (see  Minimum
Investments above).
                                REDEEMING SHARES

Generally,  you may redeem by any of the methods  explained below.  Requests for
redemption should include the following information:

      o      name of the registered owner(s) of the account
      o      account number
      o      Fund name
      o      amount you want to sell
      o      name and address or wire information of person to receive proceeds

In some instances,  a signature guarantee may be required.  Signature guarantees
help prevent  against  fraud.  You can obtain one from most banks or  securities
dealers,  but not from a notary public. For joint accounts,  each signature must
be guaranteed.  Please call us to ensure that your  signature  guarantee will be
processed correctly.

By  mail.  Write to  Investor  Service  Center,  Box  419789,  Kansas  City,  MO
64141-6789,  and request the specific amount to be redeemed. The request must be
signed by the registered owner(s) and additional documentation may be required.

By telephone.  Call toll-free  1-800-400-MIDAS,  to expedite  redemption of Fund
shares.

By EFT. Call  toll-free  1-800-400-MIDAS  and request the specific  amount to be
redeemed  through  EFT.  You may  redeem as  little  as $250  worth of shares by
requesting  EFT  service.  EFT proceeds  are  ordinarily  available in your bank
account within two business days.

By wire.  Call toll-free  1-800-400-MIDAS  and request the specific amount to be
redeemed by wire.

Systematic  Withdrawal Plan. If your shares have a value of at least $20,000 you
may elect  automatic  withdrawals  from your Fund account,  subject to a minimum
withdrawal of $100. All dividends and distributions are reinvested in the Fund.

                        ACCOUNT AND TRANSACTION POLICIES

Order  execution.  Orders to buy and sell  shares are  executed  at the next NAV
calculated after the order has been received in proper form.  Orders received on
Fund business days by 4 p.m.,  eastern time,  will be executed from your account
that day. Orders received after 4 p.m., eastern time, will be executed from your
account on the next Fund business day.

Redemption fee. The Fund is designed as a long term  investment,  and short term
trading  is  discouraged.  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 NAV of shares redeemed or exchanged.  Redemption fees are paid to
the Fund.

Redemption  payment.  Payment for shares redeemed will ordinarily be made within
seven days after receipt of the redemption request in proper form.

Accounts with below-minimum  balances.  If your account balance falls below $500
as a result  of  selling  shares  and not  because  of market  action,  the Fund
reserves the right,  upon 45 days' notice, to close your account or request that
you buy more shares.

Telephone  privileges.  The Fund accepts  telephone orders from all shareholders
and guards against fraud by following  reasonable  precautions such as requiring
personal  identification before carrying out shareholder requests.  You could be
responsible for any loss caused by an order which later proves to be fraudulent.
The Fund is not liable as long as the Fund follows reasonable procedures.

Assignment.  Fund shares may be transferred to another owner.  Instructions  are
available from by calling toll-free 1-800-400-MIDAS.
 
                                      7

<PAGE>

                             DISTRIBUTIONS AND TAXES

Distributions.  The Fund pays its shareholders dividends from its net investment
income and distributes  net capital gains that it has realized,  if any. Each of
these distributions, if any, is paid out once a year. Your distributions will be
reinvested  in the Fund  unless  you  instruct  the Fund  otherwise  by  calling
toll-free 1-800-400-MIDAS.

Taxes.  Generally,  you will be taxed when you sell shares,  exchange shares and
receive distributions (whether reinvested or taken in cash). Typically, your tax
treatment will be as follows:


Transaction                                                  Tax treatment
Income dividends.............................................Ordinary income
Short-term capital gains distributions.......................Ordinary income
Long-term capital gains distributions........................Capital gains
Sales or exchanges of shares held for more than one year.....Capital   gains  or
                                                             losses
Sales or exchanges of shares held for one year or less.......Gains  are  treated
                                                             as ordinary income;
                                                             losses  are subject
                                                             to special rules

Because income and capital gains distributions are taxable you may want to avoid
making a substantial  investment in a taxable  account when the Fund is about to
declare a long-term capital gains  distribution.  Each January,  the Fund issues
tax  information  on its  distributions  for the previous year. Any investor for
whom the  Fund  does not have a valid  taxpayer  identification  number  will be
subject to backup  withholding for taxes.  The tax  considerations  described in
this  section  do not  apply  to  tax-deferred  accounts  or  other  non-taxable
entities.  Because  everyone's tax situation is unique,  please consult your tax
professional about your investment.


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                                   Back Cover






                              FOR MORE INFORMATION

For investors who want more information on the Fund, the following documents are
available free upon request:

Annual/Semi-annual  reports. Contains performance data, lists portfolio holdings
and  contains  a  letter  from  the  Fund's  manager  discussing  recent  market
conditions,  economic trends and Fund strategies that significantly affected the
Fund's performance during the last fiscal year.

Statement of Additional Information (SAI). Provides a fuller technical and legal
description  of the  Fund's  policies,  investment  restrictions,  and  business
structure.  A current SAI is on file with the Securities and Exchange Commission
(SEC) and is  incorporated  by  reference  (is legally  considered  part of this
prospectus).

To Obtain Information

By telephone
call 1-800-400-MIDAS

By mail    write to:
Midas Fund, Inc.
Box 419789
Kansas City, MO 64141-6789

By e-mail    write to:
[email protected]

On the Internet    Fund documents
can be viewed online or downloaded from:
SEC http://www.sec.gov
Midas  http://www.mutualfunds.net


You can also  obtain  copies by  visiting  the SEC's  Public  Reference  Room in
Washington,  DC  (phone  1-800-SEC-0330)  or  by  sending  your  request  and  a
duplicating  fee  to  the  SEC's  Public  Reference  Section,   Washington,   DC
20549-6009. The Fund's Investment Company Act file number is 811-4316.

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