MIDAS FUND INC
497, 1999-11-30
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                                MIDAS FUND, INC.
                       MIDAS SPECIAL EQUITIES FUND, INC.
                       MIDAS U.S. AND OVERSEAS FUND LTD.


                   Supplement Dated November 30, 1999 to the
                         Prospectus dated July 12, 1999

       THE FOLLOWING SUPPLEMENTS AND SUPERCEDES ANY CONTRARY INFORMATION
                      CONTAINED IN THE FUND'S PROSPECTUS.

     Effective  November 30,  1999,  the  subadvisory  agreement  between  Midas
Management  Corporation (the "Investment  Manager") and Lion Resource Management
Limited  with  respect to Midas  Fund,  Inc.  (the  "Fund")  terminated  and the
Investment   Manager's   Investment  Policy  Committee  assumed  sole  portfolio
management of the Fund.

     Also  effective  November  30, 1999,  Bassett S.  Winmill is the  portfolio
manager of Midas Special Equities Fund and Midas U.S. and Overseas Fund. Bassett
S. Winmill,  the Chief  Investment  Strategist of the  Investment  Manager and a
member of its Investment Policy Committee is a member of the New York Society of
Security  Analysts,  the Association for Investment  Management and Research and
the International Society of Financial Analysts.


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