MIDAS FUND INC
497, 1999-07-19
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                           [Insert Midas Funds Design]







              MIDAS FUND                      MIDAS SPECIAL EQUITIES FUND
              MIDAS INVESTORS                 MIDAS U.S. AND OVERSEAS FUND
              MIDAS MAGIC                     DOLLAR RESERVES


                         Prospectus dated July 12, 1999


        Newspaper  Listing The Funds' net asset values are shown daily in
        the  mutual  fund  section  of  newspapers  nationwide  under the
        heading "Midas."

This prospectus contains  information you should know about the Funds before you
invest. Please keep it for future reference.

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.


                                TABLE OF CONTENTS

SUMMARY OF INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS SUMMARY................2

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

FEES AND EXPENSES OF THE FUNDS.................................................7

PRINCIPAL INVESTMENT OBJECTIVES, STRATEGIES AND RISKS..........................8

PORTFOLIO MANAGEMENT..........................................................12

MANAGEMENT FEES...............................................................13

DISTRIBUTION AND SHAREHOLDER SERVICES.........................................13

PURCHASING SHARES.............................................................13

REDEEMING SHARES..............................................................15

ACCOUNT AND TRANSACTION POLICIES..............................................15

DISTRIBUTIONS AND TAXES.......................................................16

FINANCIAL HIGHLIGHTS..........................................................16


                                        1

<PAGE>


              INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS SUMMARY

What are the principal investment objectives of the Midas Funds?
________________________________________________________________________________
MIDAS FUND seeks primarily capital appreciation and protection against inflation
and, secondarily, current income.

MIDAS  INVESTORS seeks long term capital  appreciation  in investments  with the
potential to provide a hedge against inflation and preserve the purchasing power
of the dollar. Income is a secondary objective.

MIDAS MAGIC seeks long term capital appreciation.

MIDAS SPECIAL EQUITIES FUND seeks capital appreciation.

MIDAS U.S. AND OVERSEAS FUND seeks to obtain the highest  possible  total return
on its assets  from long term  growth of  capital  and from  income  principally
through a portfolio of securities of U.S. and overseas issuers .

DOLLAR RESERVES is a money market fund seeking maximum current income consistent
with preservation of capital and maintenance of liquidity.
================================================================================



What are the principal investment strategies of the Midas Funds?
________________________________________________________________________________
MIDAS  FUND  invests  at least 65% of its  total  assets  in (i)  securities  of
companies primarily involved, directly or indirectly, in the business of mining,
processing,  fabricating,  distributing  or otherwise  dealing in gold,  silver,
platinum or other natural  resources and (ii) gold, silver and platinum bullion.
Up to 35% of the Fund's assets may be invested in securities of selected  growth
companies  and in U.S.  Government  securities.  The  Fund  will  emphasize  the
potential for growth when choosing  investments.  A stock is typically sold when
its potential to meet the Fund's investment  objective is limited or exceeded by
another potential investment.

MIDAS  INVESTORS  invests at least 65% of the Fund's  total assets in (i) equity
securities  (including  common stocks,  convertible  securities and warrants) of
companies involved,  directly or indirectly, in mining, processing or dealing in
gold or other precious metals, (ii) gold, platinum and silver bullion, and (iii)
gold coins.  Up to 35% of the Fund's  assets may be invested  in  securities  of
selected  growth  companies  and in U.S.  Government  securities.  The Fund will
invest in companies  whose earnings are expected to grow faster than the rate of
inflation.  A stock is  typically  sold when its  potential  to meet the  Fund's
investment objective is limited or exceeded by another potential investment.

MIDAS MAGIC invests  primarily in equity  securities of companies whose earnings
or  revenue  prospects  are  improving  as a result of  management,  technology,
regulation,  financial structure, or other special situations (e.g. liquidations
and  reorganizations)  and in companies whose shares have upward price momentum.
The Fund will normally sell  investments  with  valuations  that unduly increase
risk levels or no longer have desired upward price momentum.

MIDAS SPECIAL EQUITIES FUND invests aggressively primarily in equity securities,
often involving special situations (e.g.  liquidations and  reorganizations) and
emerging  growth  companies.  The Fund will normally sell  investments  when the
value or growth potential of the investment appears limited or exceeded by other
investment opportunities.

MIDAS U.S. AND OVERSEAS FUND invests principally in a portfolio of securities of
U.S. and overseas  issuers with growth in earnings and reasonable  valuations in
terms of price/sales and similar ratios. The Fund will normally sell investments
when the value or growth potential of the investment appears limited or exceeded
by other investment opportunities.

DOLLAR  RESERVES  invests  exclusively  in money market  obligations of the U.S.
Government, its agencies and instrumentalities.
================================================================================


                                       2

<PAGE>


What are the principal risks of investing in the Midas Funds?

All of the Funds (except  Dollar  Reserves) are subject to the risks  associated
with:
________________________________________________________________________________
Market.  The market risks  associated with investing in a Fund are those related
to  fluctuations  in the value of the Fund's  portfolio.  A risk of investing in
stocks is that their value will go up and down reflecting stock market movements
and you could lose money.

Small Capitalization. The Funds may invest in companies that are small or thinly
capitalized,  and may have a limited operating history. Small-cap stocks is that
small-cap  stocks are likely more  vulnerable  than larger  companies to adverse
business or economic  developments.  During broad market downturns,  Fund values
may fall further than that of funds investing in larger companies.

Foreign  Investment.  The Funds  are  subject  to the  unique  risks of  foreign
investing.  Political turmoil and economic instability in the countries in which
the Funds may invest could adversely affect the value of your investment.  Also,
if the  value  of any  foreign  currency  in  which  a  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.

Non-Diversification. The Funds are non-diversified which means that more than 5%
of a Fund's assets may be invested in the securities of one issuer. As a result,
each Fund may hold a  smaller  number of  issuers  than if it were  diversified.
Investing in a 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  returns.
================================================================================

Midas Fund and Midas Investors are subject to the risks associated with:
________________________________________________________________________________
Precious Metals Price.  The prices of gold,  silver,  platinum and other natural
resources  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.

Mining.  Resource mining by its nature involves significant risks and hazards to
which  these  Funds  are  exposed.  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.
================================================================================


                                PAST PERFORMANCE

The bar charts provide some indication of the risks of investing in the Funds by
showing changes in each Fund's performance from year to year. The tables compare
the  Funds'  average  annual  returns  for  the 1, 5 and 10  year  periods  with
appropriate  broad-based securities market indexes (except in the case of Dollar
Reserves)  and in so doing,  also  reflects the risks of investing in the Funds.
The  Standard & Poor's 500 Stock Index ("S&P 500") is an index that is unmanaged
and fully  invested  in common  stocks.  The  Morningstar  Precious  Metals Fund
Average  ("PMFA")  is an equally  weighted  average  of the 22 managed  precious
metals funds tracked by Morningstar.  The Morgan Stanley  Capital  International
("MSCI")  World Index is an unmanaged  index which is derived  from  equities of
Europe, Australasia and Far East countries and equities from Canada and the U.S.
The  Russell  2000 Index is an index that is  unmanaged  and fully  invested  in
common  stocks of small  companies.  The Lipper  Analytical  Money  Market Index
("LAMMI") is an unmanaged index of money market funds that invest principally in
financial instruments issued or guaranteed by the U.S. Government,  its agencies
or  instrumentalities,  with dollar-weighted  average maturities of less than 90
days and which intend to keep a constant net asset value  ("NAV").  Both the bar
charts and the tables assume  reinvestment  of dividends and  distributions.  As
with all mutual funds,  past  performance  is not  necessarily  an indication of
future performance.


                                       3

<PAGE>




MIDAS FUND
________________________________________________________________________________
                 Year-by-year total 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)%






MIDAS INVESTORS
________________________________________________________________________________
                 Year-by-year total return as of 12/31 each year

                                [graphic omitted]


1989: 19.30;  1990: (22.14);  1991: (1.14);  1992: (17.18);  1993: 87.63;
1994: (13.83);  1995: (5.43);  1996: 4.26;  1997: (55.69);  1998: (32.21);

                                  Best Quarter:
                                    4/93-6/93
                                     34.87%

                                 Worst Quarter:
                                   10/97-12/97
                                    (32.99)%



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

                          1 Year               5 Years              10 Years
                 ---------------------------------------------------------------
Midas Investors          (32.21)%              (23.90)%              (9.61)%
S&P 500                   28.58%                24.05%               19.20%
PMFA                     (11.35)%              (12.91)%              (3.27)%





                                        4

<PAGE>




                                                                     MIDAS MAGIC
________________________________________________________________________________
                 Year-by-year total return as of 12/31 each year

                                [graphic omitted]


1989: 19.14;  1990: (31.75);  1991: 6.39;  1992: 28.00;  1993: 14.30;
1994: 1.58;  1995: 32.84;  1996: 18.67;  1997: 3.54;  1998: (13.82);

                                  Best Quarter:
                                    1/96-3/96
                                     24.77%

                                 Worst Quarter:
                                    7/90-9/90
                                    (19.47)%




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

                             1 Year              5 Years             10 Years
                   -------------------------------------------------------------
Midas Magic                 (13.82)%              7.40%               6.10%
Russell 2000 Index          (2.57)%               11.87%              12.92%




                                                     MIDAS SPECIAL EQUITIES FUND
________________________________________________________________________________
                 Year-by-year total return as of 12/31 each year

                                [graphic omitted]


1989: 42.29;  1990: (36.39);  1991: 40.54;  1992: 28.38;  1993: 16.35;
1994: (16.54);  1995: 40.47;  1996: 1.06;  1997: 5.23;  1998: (5.00);

                                  Best Quarter:
                                   10/92-12/92
                                     24.29%

                                 Worst Quarter:
                                    7/90-9/90
                                    (43.75)%





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

                                   1 Year            5 Years           10 Years
                            ----------------------------------------------------
Midas Special Equities Fund       (5.00)%             3.44%             8.42%
Russell 2000 Index                (2.57)%            11.87%             12.92%


                                       5
<PAGE>


MIDAS U.S. AND OVERSEAS FUND
________________________________________________________________________________
                 Year-by-year total return as of 12/31 each year


                                [graphic omitted]


1989: 11.10;  1990: (8.61);  1991: 22.55;  1992: 2.57;  1993: 26.71;
1994: (13.12);  1995: 25.11;  1996: 5.34;  1997: 5.64;  1998: 1.18;


                                  Best Quarter:
                                   10/98-12/98
                                     18.99%

                                 Worst Quarter:
                                    7/98-9/98
                                    (24.43)%



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

                                   1 Year            5 Years          10 Years
                             ---------------------------------------------------
Midas U.S. and Overseas Fund       1.18%              4.12%            6.94%
MSCI World Index                   24.34%            15.68%            10.66%




DOLLAR RESERVES
________________________________________________________________________________
                 Year-by-year total return as of 12/31 each year

                                [graphic omitted]

1989: 8.58;  1990: 7.36;  1991: 5.38;  1992: 3.15;  1993: 2.44;
1994: 3.39;  1995: 4.99;  1996: 4.74;  1997: 4.96;  1998: 4.69;


                                  Best Quarter:
                                    1/89-3/89
                                      2.08%

                                 Worst Quarter:
                                    4/93-6/93
                                      0.58%



For  information  on the Fund's  7-day  yield,  call  toll-free  1-800-400-MIDAS
                                                                          (6432)

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

                            1 Year              5 Years            10 Years
                ----------------------------------------------------------------
Dollar Reserves             4.69%                4.55%               4.95%
LAMMI                       4.95%                4.79%               5.19%


                                       6
<PAGE>

                         FEES AND EXPENSES OF THE FUNDS

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...........................NONE
Maximum Deferred Sales Charge (Load).......................................NONE
Maximum Sales Charge (Load) Imposed on Reinvested Dividends................NONE
Redemption Fee within 30 days of purchase
  (all Funds except Dollar Reserves).......................................1.00%


                         Annual Fund Operating Expenses
 (expenses as % of average daily net assets that are deducted from Fund assets)
<TABLE>
<CAPTION>

                                                                                Total         Fee Waiver
                                               Distribu-                       annual             and
                                               tion and                         Fund            Expense
                               Manage-          service          Other        operating       Reimburse-             Net
                              ment fees      (12b-1) fees     expenses *      expenses           ment             Expenses
                             ------------  ----------------  -------------  --------------  --------------  ---------------------
<S>                             <C>              <C>             <C>            <C>              <C>                <C>
Midas Fund                      1.00%            0.25%           1.08%          2.33%            0.00               0.00
Midas Investors                 1.00%            0.25%**         2.32%          3.57%**          0.00               0.00
Midas Magic                     1.00%            0.25%           8.02%          9.27%            7.29%              1.98%***
Midas Special Equities Fund     0.87%            1.00%           1.55%          3.42%            0.00               0.00
Midas U.S. and Overseas Fund    1.00%            0.25%**         1.33%          2.58%**          0.00               0.00
Dollar Reserves                 0.50%            0.25%           0.55%          1.30%            0.00               0.00
<FN>
*       Includes  the   reimbursement   by   each  Fund  to   Midas   Management
        Corporation for  accounting and  other administrative services which are
        authorized  by  the  Board of  Directors.  These  services may vary over
        time, therefore, the amount of the reimbursement may fluctuate.
**      Reflects  a  contractual  distribution  fee  waiver  that will  continue
        through May 1, 2000.  Without such waiver,  distribution and service fee
        and total  annual  Fund  operating  expenses  would  have been 1.00% and
        4.32%,   respectively,   for  Midas   Investors  and  1.00%  and  3.33%,
        respectively, for Midas U.S. and Overseas Fund.
***     Reflects a contractual  obligation by Midas  Management  Corporation  to
        waive and/or  reimburse the Fund through December 31, 1999 to the extent
        total annual Fund operating  expenses  exceed 1.90% of average daily net
        assets, excluding certain expenses which totaled 0.08% in 1998.
</FN>
</TABLE>

EXAMPLE:
This example  assumes that you invest  $10,000 in each of the Funds for the time
periods  indicated  and  then  redeem  all of your  shares  at the end of  those
periods.  This Example also  assumes that your  investment  has a 5% return each
year and that the Funds' operating expenses remain the same (except in the cases
footnoted  below).  Although your actual costs may be higher or lower,  based on
these assumptions your costs would be:
                              One Year    Three Years    Five Years    Ten Years
                             ---------------------------------------------------
Midas Fund                      $236          $727         $1,245        $2,666
Midas Investors*                $360        $1,242         $2,136        $4,426
Midas Magic*                    $201        $2,030         $3,707        $7,310
Midas Special Equities Fund     $345        $1,051         $1,779        $3,703
Midas U.S. and Overseas Fund*   $261          $955         $1,672        $3,571
Dollar Reserves                 $132          $412           $713        $1,568

* The first year expenses in each of the time periods  indicated reflect expense
waivers by contractual agreement.




                                        8

<PAGE>



              PRINCIPAL INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

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 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, the investment  manager 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
     also may 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.  When  seeking to achieve  its
     secondary  objective of income, the Fund will normally invest in investment
     grade fixed income securities.

     The Fund may invest in certain  derivatives  such as  options,  futures and
     forward  currency  contracts.  Derivatives are financial  instruments  that
     derive their values from other  securities or commodities or that are based
     on  indices.  The Fund  also  engage in  leverage  by  borrowing  money for
     investment  purposes.  The Fund also may lend portfolio securities to other
     parties and may engage in short-selling.  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 and invest some or all of its assets in cash
     and cash equivalents,  money market securities of U.S. and foreign issuers,
     short-term bonds,  repurchase  agreements,  and convertible bonds. When the
     Fund takes such a  temporary  defensive  position,  it may not  achieve its
     investment objective.


Principal Risks
________________________________________________________________________________

     The Fund's investments are linked to the prices of gold,  silver,  platinum
     and other natural 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 or more of the  major  sources  of gold,  silver,  platinum  and  other
     natural  resources could have a substantial  effect on supply and demand in
     countries throughout the world.

     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.

     The Fund may use  leverage  and engage in  short-selling  and  futures  and
     options  strategies.  Also,  the Fund may invest up to 35% of its assets in
     fixed income  securities rated below investment  grade,  although it has no
     current  intention  of  investing  more  than  5% of  its  assets  in  such
     securities  during  the coming  year.  These  securities  may be subject to
     certain  risks with  respect to the  issuing  entity and to greater  market
     fluctuations  than  certain  lower  yielding,  higher  rated  fixed  income
     securities.

     For  additional  principal  risks  associated  with the Fund,  please  read
     "Additional Principal Investment Risks" on page 11.


MIDAS INVESTORS  seeks long term capital  appreciation  in  investments with the
     potential to provide a hedge against  inflation and preserve the purchasing
     power of the dollar. Income is a secondary objective.

     The Fund pursues its objective by investing primarily in gold, platinum and
     silver bullion and a global  portfolio of securities of companies  involved
     directly or  indirectly  in mining,  processing or dealing in gold or other
     precious metals. Generally, at least 65% of the Fund's total assets will be
     invested in (i) equity  securities  (including  common stocks,  convertible
     securities and


                                       9

<PAGE>



     warrants)  of  companies   involved   directly  or  indirectly  in  mining,
     processing or dealing in gold or other precious metals, (ii) gold, platinum
     and silver bullion, and (iii) gold coins. Additionally, the Fund may invest
     up to 35% of its  total  assets  in  securities  of  companies  that own or
     develop  natural  resources  and other  basic  commodities,  securities  of
     selected growth companies,  and securities  issued by the U.S.  Government,
     its agencies or instrumentalities.

     Natural  resources  include ferrous and  non-ferrous  metals (such as iron,
     aluminum and  copper),  strategic  metals  (such as uranium and  titanium),
     hydrocarbons  (such as coal,  oil and  natural  gases),  chemicals,  forest
     products, real estate, food products and other basic commodities.  Selected
     growth  companies in which the Fund may invest  typically  have earnings or
     tangible  assets  which  are  expected  to grow  faster  than  the  rate of
     inflation  over time. 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.  When
     seeking  to  achieve  its  secondary  objective  of  income,  the Fund will
     normally invest in investment grade fixed income securities.

     The Fund may invest in certain  derivatives  such as  options,  futures and
     forward  currency  contracts.  Derivatives are financial  instruments  that
     derive their values from other  securities or commodities or that are based
     on  indices.  The Fund  also  engage in  leverage  by  borrowing  money for
     investment  purposes.  The Fund also may lend portfolio securities to other
     parties and may engage in short-selling.  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 and invest some or all of its assets in cash
     and cash equivalents,  money market securities of U.S. and foreign issuers,
     short-term bonds,  repurchase  agreements,  and convertible bonds. When the
     Fund takes such a  temporary  defensive  position,  it may not  achieve its
     investment objective.


Principal Risks
________________________________________________________________________________

     The Fund's investments are linked to the prices of gold,  silver,  platinum
     and other natural 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 or more of the  major  sources  of gold,  silver,  platinum  and  other
     natural  resources could have a substantial  effect on supply and demand in
     countries throughout the world.

     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.

     The Fund may use  leverage  and engage in  short-selling  and  futures  and
     options  strategies.  Also,  the Fund may invest up to 35% of its assets in
     fixed income  securities rated below investment  grade,  although it has no
     current  intention  of  investing  more  than  5% of  its  assets  in  such
     securities  during  the coming  year.  These  securities  may be subject to
     certain  risks with  respect to the  issuing  entity and to greater  market
     fluctuations  than  certain  lower  yielding,  higher  rated  fixed  income
     securities.

     For  additional  principal  risks  associated  with the Fund,  please  read
     "Additional Principal Investment Risks" on page 11.


MIDAS MAGIC seeks long term capital appreciation. The Fund seeks to achieve this
     objective  by  investing  primarily  in  equity  securities.  The Fund will
     purchase  primarily  common  stocks,  which will be selected  generally for
     their  potential for long term capital  appreciation.  Generally,  the Fund
     will invest in companies expected to achieve  above-average  growth,  which
     have small,  medium or large  capitalizations and whose earnings or revenue
     prospects are improving as a result of management,  technology, regulation,
     financial  structure,  or other special  situations (e.g.  liquidations and
     reorganizations)  and in companies whose shares have upward price momentum.
     The Fund  will  normally  sell  investments  with  valuations  that  unduly
     increase risk levels or, no longer have desired upward price momentum.

     In attempting to achieve capital appreciation,  the Fund employs aggressive
     and  speculative  investment  strategies.  The Fund may  invest in  certain
     derivatives  such as  options,  futures  and  forward  currency  contracts.
     Derivatives are financial  instruments  that derive their values from other
     securities  or  commodities  or that are  based on  indices.  The Fund also
     engage in leverage by borrowing  money for  investment  purposes.  The Fund
     also may lend  portfolio  securities  to other  parties  and may  engage in
     short-  selling.  Additionally,  the Fund may invest in special  situations
     such as liquidations and reorganizations.


                                       11

<PAGE>


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


Principal Risks
________________________________________________________________________________

     The Fund is subject to market risk related to  fluctuations in the value of
     the Fund's  portfolio.  A risk of  investing  in stocks is that their value
     will go up and down  reflecting  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 need not pay dividends.

     The Fund may use  leverage  and engage in  short-selling  and  options  and
     futures  transactions  to  increase  returns.  There is a risk  that  these
     transactions  sometimes  may reduce  returns  or  increase  volatility.  In
     addition,  derivatives,  such as options and  futures,  can be illiquid and
     highly sensitive to changes in their underlying security,  interest rate or
     index,  and as a result  can be  highly  volatile.  A small  investment  in
     certain  derivatives  could have a  potentially  large impact on the Fund's
     performance.

     For  additional  principal  risks  associated  with the Fund,  please  read
     "Additional Principal Investment Risks" on page 11.

MIDAS SPECIAL  EQUITIES  FUND  seeks  capital  appreciation.  The  Fund  invests
     primarily in equity  securities,  often  involving  special  situations and
     emerging growth companies. The Fund seeks to invest in equity securities of
     companies  with  optimal  combinations  of  growth  in  earnings  and other
     fundamental factors,  while also offering reasonable valuations in terms of
     price/earnings,  price/cash flow,  price/sales and similar ratios. The Fund
     may invest in domestic  or foreign  companies  which have small,  medium or
     large  capitalizations.  The Fund may sell an investment  when the value or
     growth  potential of the  investment  appears  limited or exceeded by other
     investment opportunities, when the issuer's investment no longer appears to
     meet  the  Fund's  investment  objective,   or  when  the  Fund  must  meet
     redemptions.

     In attempting to achieve capital appreciation,  the Fund employs aggressive
     and  speculative  investment  strategies.  The Fund may  invest in  certain
     derivatives  such as  options,  futures  and  forward  currency  contracts.
     Derivatives are financial  instruments  that derive their values from other
     securities  or  commodities  or that are  based on  indices.  The Fund also
     engage in leverage by borrowing  money for  investment  purposes.  The Fund
     also may lend  portfolio  securities  to other  parties  and may  engage in
     short-selling. 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 and invest some or all of its assets in cash
     and cash equivalents,  money market securities of U.S. and foreign issuers,
     short-term bonds,  repurchase  agreements,  and convertible bonds. When the
     Fund takes such a  temporary  defensive  position,  it may not  achieve its
     investment objective.


Principal Risks
________________________________________________________________________________

     The Fund is subject to market risk related to  fluctuations in the value of
     the Fund's  portfolio.  A risk of  investing  in stocks is that their value
     will go up and down  reflecting  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 need not pay dividends.

     The Fund may use  leverage  and engage in  short-selling  and  options  and
     futures  transactions  to  increase  returns.  There is a risk  that  these
     transactions  sometimes  may reduce  returns  or  increase  volatility.  In
     addition,  derivatives,  such as options and  futures,  can be illiquid and
     highly sensitive to changes in their underlying security,  interest rate or
     index,  and as a result  can be  highly  volatile.  A small  investment  in
     certain  derivatives  could have a  potentially  large impact on the Fund's
     performance.

     For  additional  principal  risks  associated  with the Fund,  please  read
     "Additional Principal Investment Risks" on page 11.


MIDAS U.S. AND OVERSEAS  FUND seeks to obtain the highest possible  total return
     on its assets from long term growth of capital  and from  income.  The Fund
     may invest  substantially all of its assets in equity securities of issuers
     located in foreign  countries with developed and/or emerging  markets.  The
     Fund  may  invest a  portion  of its  assets  in debt  securities  and in a
     combination of countries which include the U.S. and foreign markets.

                                       11

<PAGE>


     The Fund seeks to invest in equity  securities  of  companies  with optimal
     combinations  of growth in earnings and other  fundamental  factors,  while
     also offering  reasonable  valuations in terms of  price/sales  and similar
     ratios.  The Fund may sell an investment when the value or growth potential
     of  the  investment   appears  limited  or  exceeded  by  other  investment
     opportunities,  when the issuer's  investment no longer appears to meet the
     Fund's investment objective, or when the Fund must meet redemptions.

     The  Fund may  invest  in  companies  which  have  small,  medium  or large
     capitalizations.  The  Fund  may  invest  in  certain  derivatives  such as
     options, futures and forward currency contracts.  Derivatives are financial
     instruments  that derive their values from other  securities or commodities
     or that are based on indices. The Fund also engage in leverage by borrowing
     money for investment purposes.  The Fund also may lend portfolio securities
     to other parties and may engage in  short-selling.  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 and invest some or all of its assets in cash
     and cash equivalents,  money market securities of U.S. and foreign issuers,
     short-term bonds,  repurchase  agreements,  and convertible bonds. When the
     Fund takes such a  temporary  defensive  position,  it may not  achieve its
     investment objective.


Principal Risks
________________________________________________________________________________

     The Fund is subject to market risk related to  fluctuations in the value of
     the Fund's  portfolio.  A risk of  investing  in stocks is that their value
     will go up and down  reflecting  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 need not pay dividends.  Additionally, the Fund may use leverage and
     engage in short-selling and futures and options strategies.

     For  additional  principal  risks  associated  with the Fund,  please  read
     "Additional Principal Investment Risks" on page 11.

DOLLAR RESERVES seeks maximum  current income  consistent  with  preservation of
     capital and  maintenance  of  liquidity.  The Fund invests  exclusively  in
     obligations  of the U.S.  Government,  its agencies  and  instrumentalities
     ("U.S. Government Securities"). The U.S. Government Securities in which the
     Fund may invest  include U.S.  Treasury  notes and bills and certain agency
     securities  that  are  backed  by the full  faith  and  credit  of the U.S.
     Government.  The Fund also may invest without limit in securities issued by
     U.S.  Government  agencies and  instrumentalities  that may have  different
     degrees of government backing as to principal or interest but which are not
     backed by the full faith and credit of the U.S. Government.

     The Fund is a money market fund and as such is subject to certain  specific
     SEC rule requirements. Among other things, the Fund is limited to investing
     in U.S.  dollar-denominated  instruments  with a remaining  maturity of 397
     days or less (as  calculated  pursuant  to Rule 2a-7  under the  Investment
     Company Act of 1940 ("1940 Act")).

     The Fund may invest in securities  which have variable or floating rates of
     interest.  These  securities  pay  interest  at  rates  that  are  adjusted
     periodically according to a specified formula, usually with reference to an
     interest  rate index or market  interest  rate.  Variable and floating rate
     securities  are  subject  to  changes  in value  based on changes in market
     interest rates or changes in the issuer's or guarantor's creditworthiness.

     The Fund may borrow money from banks for  temporary  or emergency  purposes
     (not for  leveraging  or  investment)  up to  one-third of the Fund's total
     assets.

     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 a borrower  suffers  financial
     problems and is unable to return the assets lent.

     For  additional  principal  risks  associated  with the Fund,  please  read
     "Additional Principal Investment Risks" on page 11.

                      ADDITIONAL PRINCIPAL INVESTMENT RISKS

Some  additional  principal  risks that apply to all of the Funds (except Dollar
Reserves) are:

Small Capitalization. Each Fund may invest in companies that are small or thinly
capitalized,  and may have a limited  operating  history.  A  potential  risk in
investing  in  small-cap  stocks  is  that  small-cap  stocks  are  likely  more
vulnerable than larger companies to adverse  business or economic  developments.
During broad market downturns, Fund values may fall further than that of funds


                                       12

<PAGE>



investing in larger  companies.  Full  development of small-cap  companies takes
time, and for this reason each Fund should be considered a long term  investment
and not a vehicle for seeking short term profit.

Foreign Investment.  Midas U.S. and Overseas Fund will be, and each of the other
Funds can be,  exposed  to the  unique  risks of  foreign  investing.  Political
turmoil and economic  instability in the countries in which a Fund invests could
adversely affect the value of your investment. Also, if the value of any foreign
currency in which a Fund's  investment is 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 the  potential  for  inadequate or inaccurate
financial  information  about  companies,   political  disturbances,  and  wider
fluctuations in currency exchange rates.

Non-Diversification.   Each  Fund  is  non-diversified   which  means  that  the
proportion  of the Fund's  assets that may be invested  in the  securities  of a
single issuer is not limited by the 1940 Act. A "diversified" investment company
is required by the 1940 Act, generally, with respect to 75% of its total assets,
to invest not more than 5% of its assets in the  securities of a single  issuer.
As a  result,  a 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.

Short-selling  and  Options and  Futures  Transactions.  Each Fund may engage in
short-selling and options and futures transactions to increase returns. There is
a risk that these  transactions  may reduce returns or increase  volatility.  In
addition,  derivatives,  such as options and futures, can be illiquid and highly
sensitive to changes in their underlying  security,  interest rate or index, and
as a result can be highly volatile.  A small  investment in certain  derivatives
could have a potentially large impact on the Fund's performance.

Leverage.  Leveraging  (buying  securities using borrowed money) exaggerates the
effect  on NAV of any  increase  or  decrease  in the  market  value of a Fund's
investment. Money borrowed for leveraging is limited to 33 1/3 % of the value of
each Fund's total assets.  These  borrowings  would be subject to interest costs
which may or may not be recovered by appreciation of the securities purchased.

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

Illiquid Securities.  Each Fund may invest up to 15% of their assets in illiquid
securities.  A potential  risk from  investing  in illiquid  securities  is that
illiquid  securities  cannot be  disposed  of quickly  in the  normal  course of
business.  Also,  illiquid  securities  can be more difficult to value than more
widely  traded  securities  and the prices  realized from their sale may be less
than if such securities were more widely traded.

All of the Funds are subject to the principal risks associated with:

Interest Rates. Fixed-income investments are affected by interest rates to which
each of the Funds is exposed.  When  interest  rates  rise,  the prices of bonds
typically fall in proportion to their maturities.

Lending.  Pursuant to an agency  arrangement with an affiliate of its Custodian,
all of the Funds may lend  portfolio  securities  or other  assets  through such
affiliate for a fee to other parties.  Each Fund's  agreement  requires that the
loans be continuously  secured by cash,  securities  issued or guaranteed by the
U.S. Government,  its agencies or instrumentalities,  or any combination of cash
and such  securities,  as  collateral  equal at all times to at least the market
value of the assets lent. Loans of portfolio securities may not exceed one-third
of the Fund's total  assets.  Loans will be made only to borrowers  deemed to be
creditworthy.  Any loan made by a Fund will provide that it may be terminated by
either party upon reasonable notice to the other party.

Portfolio  Management.  The portfolio  manager's  skill in choosing  appropriate
investments for the Funds will determine in large part whether the Funds achieve
their investment objectives.

Year 2000.  Each Fund could be  adversely  affected if computer  systems used by
Midas  Management  Corporation  and the Funds'  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 Funds. While the Funds cannot, at
this time,  predict the degree of impact,  it is possible  that foreign  markets
will be less prepared than U.S. markets.

                                       13

<PAGE>

                              PORTFOLIO MANAGEMENT

Midas Management  Corporation is the investment manager of each of the Funds. It
provides day-to-day advice regarding portfolio transactions for each Fund except
Midas Fund. The  investment  manager also furnishes or obtains on behalf of each
Fund all services  necessary for the proper  conduct of the Fund's  business and
administration. Its address is 11 Hanover Square, New York, New York 10005.

Steven A.  Landis is the  portfolio  manager  of Dollar  Reserves.  He is also a
Senior Vice President of the investment manager and all the Funds. He has served
as portfolio  manager of Dollar Reserves since April 1995. From 1993 to 1995, he
was an  Associate  Director  of  Proprietary  Trading at  Barclays de Zoete Wedd
Securities Inc.

Kjeld  Thygesen  is the  portfolio  manager  of  Midas  Fund  together  with the
investment  manager's  Investment Policy Committee.  The investment  manager has
retained Lion Resource  Management  Limited  ("Lion") to serve as subadviser and
provide day-to-day advice regarding  portfolio  transactions for Midas Fund. Mr.
Thygesen has served as a Managing  Director of Lion since 1989. The subadviser's
address is 7 - 8 Kendrick Mews, London, U.K. SW7 3HG.

Bassett S.  Winmill is the  portfolio  manager of Midas  Magic.  He is the Chief
Investment Officer of the investment manager and a director of all the Funds. He
has served as the portfolio manager of Midas Magic since February 2, 1999. He 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.

Thomas B. Winmill is the  portfolio  manager of Midas  Investors,  Midas Special
Equities  Fund,  and Midas U.S. and Overseas Fund. He is the President and Chief
Executive  Officer of the investment  manager and the Funds.  He has served as a
member of the investment  manager's Investment Policy Committee since 1990. As a
member of the Investment Policy Committee, he helps establish general investment
guidelines. He has served as portfolio manager of these three Funds since May 1,
1998.

                                 MANAGEMENT FEES

Each Fund pays a  management  fee to the  investment  manager at an annual  rate
based on each Fund's  average  daily net assets.  Midas Fund and Midas Magic pay
1.00%  on the  first  $200  million  of  average  daily  net  assets,  declining
thereafter.  Midas  Investors,  Midas Special  Equities Fund, and Midas U.S. and
Overseas  Fund pay 1.00% on the first $10  million of average  daily net assets,
declining  thereafter.  Dollar  Reserves pays 0.50% on the first $250 million of
average  daily net  assets,  declining  thereafter.  For the  fiscal  year ended
December 31, 1998,  Midas Fund,  Midas Magic,  Midas  Investors,  Midas  Special
Equities  Fund,  Midas  U.S.  and  Overseas  Fund and Dollar  Reserves  paid the
investment  manager a fee of  1.00%,  1.00%,  1.00%,  0.87%,  1.00%  and  0.38%,
respectively, of the Fund's average daily net assets.

                      DISTRIBUTION AND SHAREHOLDER SERVICES

Investor  Service  Center,  Inc. is the  distributor  of the Funds and  provides
distribution  and  shareholder  services.  Each of the Funds has  adopted a plan
under  Rule  12b-1  and pays the  distributor  a 12b-1 fee as  compensation  for
distribution  and  shareholder  services  based on each Fund's average daily net
assets,  as shown  below.  These  fees are paid out of the  Fund's  assets on an
ongoing-basis.  Over time these fees will  increase the cost of your  investment
and may cost you more than paying other types of sales charges.

Dollar  Reserves,  Midas  Fund,  and Midas  Magic each pays a 12b-1 fee equal to
0.25% per annum of the  Fund's  average  daily net  assets.  Based on a one year
contractual  agreement which may be renewed,  Midas Investors and Midas U.S. and
Overseas  Fund each  pays a 12b-1  fee  equal to 0.25%  per annum of the  Fund's
average daily net assets. Without the agreement, each of these Funds would pay a
12b-1 fee equal to 1.00% per annum of the Fund's average daily net assets. Midas
Special  Equities  Fund pays a 12b-1 fee equal to 1.00% per annum of the  Fund's
average daily net assets.

                                PURCHASING SHARES

Your  price  for  Fund  shares  (except  Dollar  Reserves)  is the  Fund's  next
calculation,  after the order is placed, of 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, unless weather, equipment failure or other factors contribute
to an earlier  closing))  each day the exchange is open.  With respect to Dollar
Reserves, orders are executed at the Fund's next calculation, after the order is
placed,  of NAV per share which is determined as of 11 a.m.  eastern time and as
of the close of regular  trading on the New York Stock  Exchange  (currently,  4
p.m. eastern time, unless weather, equipment failure or other factors contribute
to an earlier closing) each day the exchange is open;  purchase orders submitted
in proper form along with  payment in Federal  funds  available  to the Fund for
investment by 11 a.m. eastern time on any Fund business day will be of record at
the close of business that day and entitled to receive that day's dividends. The
Funds' shares will not be priced on the days on which the exchange is closed for
trading.  Except for Dollar Reserves, the Funds' 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 or under the direction of the Fund's


                                       14

<PAGE>



board. In the case of Dollar Reserves,  the Fund values its portfolio securities
using the amortized  cost method of  valuation,  under which the market value is
approximated by amortizing the difference between the acquisition cost and value
at maturity of an instrument on a straight-line basis over its remaining life.


Opening Your Account
________________________________________________________________________________

By check.  Complete  and sign the  Account  Application  that  accompanies  this
prospectus and mail it, along with your check drawn to the order of the Fund, to
Investor  Service  Center,  P.O. Box 219789,  Kansas City,  MO  64121-9789  (see
Minimum  Investments  below).  Checks  must be  payable  to Midas  Funds in U.S.
dollars.  Third party checks  cannot be accepted.  You will be charged a fee for
any check that does not clear.

By wire.  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 Fund account number,  call  1-800-400-MIDAS  (6432) between 9 a.m. and 5 p.m.,
eastern time, on business days to speak with an Investor Service Representative.
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;  name of 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, P.O. Box
219789,  Kansas City, MO 64121-9789.  This service is not available on days when
the Federal Reserve wire system is closed (see Minimum  Investments  below). For
automated  24 hour  service,  call  toll-free  1-888-503-VOICE  (8642)  or visit
www.midasfunds.com.

                               Minimum Investments


Account Type                           Initial              Subsequent
===============================  ====================  ======================
Regular                                 $1,000                 $100
- -------------------------------  --------------------  ----------------------
UGMA/UTMA                               $1,000                 $100
- -------------------------------  --------------------  ----------------------
 403(b) plan                            $1,000                 $100
- -------------------------------  --------------------  ----------------------
Automatic Investment
Program                                  $100                  $100
- -------------------------------  --------------------  ----------------------

IRA Accounts                            Initial              Subsequent
===============================  ====================  ======================
Traditional, Roth IRA                   $1,000                 $100
- -------------------------------  --------------------  ----------------------
Spousal, Rollover IRA                   $1,000                 $100
- -------------------------------  --------------------  ----------------------
Education                                $500                  N/A
- -------------------------------  --------------------  ----------------------
IRA SEP/SAR-SEP IRA,
SIMPLE IRA                              $1,000                 $100
- -------------------------------  --------------------  ----------------------

IRAs  and  retirement  accounts.  For more  information  about  IRAs and  403(b)
accounts,  please call  1-800-400-MIDAS  (6432).  For automated 24 hour service,
call toll-free 1-888-503-VOICE (8642) or visit www.midasfunds.com.

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


                       Midas Automatic Investment Program


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

Each of the Funds 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,  call
1-800-400-MIDAS (6432) between 9 a.m. and 5 p.m., eastern time, on business days
to speak with an Investor  Service  Representative.  You may modify or terminate
the Midas Bank  Transfer  Plan at any time by written  notice  received  10 days
prior to the scheduled  investment date. To modify or terminate the Midas Salary
Investing Plan or Midas 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 Funds  FastDeposit form and mail it, along with your
check,  drawn to the order of the Fund,  to Investor  Service  Center,  P.O. Box
219789,  Kansas City, MO 64121-9789 (see Minimum  Investments  above). If you do
not use that form, include


                                       15

<PAGE>



a letter indicating the account number to which the subsequent  investment is to
be credited, the name of the Fund and the name of the registered owner.

By  Electronic  Funds  Transfer  (EFT).  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).  To speak with an Investor Service  Representative  between 9 a.m. and 5
p.m.,eastern time, on business days, call 1-800-400-MIDAS (6432).

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

                                REDEEMING SHARES

Generally,  you may redeem  shares of the Funds by any of the methods  explained
below. Requests for redemption should include the following information: name(s)
of the registered owner(s) of the account, account number, Fund name, amount you
want to sell (number of shares or dollar  amount),  and name and address or wire
information of person to receive proceeds.

In some instances,  a signature guarantee may be required.  Signature guarantees
protect against  unauthorized  account transfers by assuring that a signature is
genuine.  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,  P.O. Box 219789,  Kansas City, MO
64121-9789,  and request the specific amount to be redeemed. The request must be
signed by the registered owner(s) and additional documentation may be required.

Dollar Reserves Check Writing Privilege for Easy Access.  Upon request,  you may
establish free,  unlimited check writing privileges with only a $250 minimum per
check,  through  Dollar  Reserves.  In addition to providing easy access to your
account,  it enables you to  continue  receiving  dividends  until your check is
presented for payment.  You will be subject to a $20 charge for refused  checks,
which may change  without  notice.  To obtain  checks,  please  call an Investor
Service  Representative  between 9 a.m. and 5 p.m.,  eastern  time,  on business
days, at 1-800-400-MIDAS (6432).

By telephone.  To speak with an Investor Service  Representative  between 9 a.m.
and 5 p.m.,  eastern time, on business  days,  call 1-800-  400-MIDAS  (6432) to
expedite the  redemption of Fund shares.  For  automated 24 hour  service,  call
toll-free 1-888-503-VOICE (8642) or visit www.midasfunds.com.

For Electronic  Funds Transfer (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.

For Federal Funds Wire. If you are redeeming $1,000 or more worth of shares, you
may request that the proceeds be wired to your authorized bank.

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

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
if the Fund followed reasonable procedures.

Assignment.   You  may  transfer  your  Fund  shares  to  another   owner.   For
instructions,  call  1-800-400-MIDAS  (6432) between 9 a.m. and 5 p.m.,  eastern
time, on business days to speak with an Investor Service Representative.

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 retained
by the Fund.



                                       16

<PAGE>



Redemption  payment.  Payment for shares redeemed will ordinarily be made within
three  business  days after  receipt of the  redemption  request in proper form.
Redemption  proceeds  from  shares  purchased  by check or EFT  transfer  may be
delayed 15 business days to allow the check or transfer to clear.

Accounts with below-minimum balances. You will be charged a $2.00 account fee if
your  monthly  balance is less than $500,  unless you  participate  in the Midas
Automatic  Investment  Program.  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.  The Fund reserves the right to close your account if you terminate your
participation in the Midas Funds Automatic  Investment  Program and your account
value is less than $1,000.

                             DISTRIBUTIONS AND TAXES

Distributions.   Each  Fund  (except  Dollar  Reserves)  pays  its  shareholders
dividends from any net investment  income and distributes net capital gains that
it has  realized,  if any.  Income  dividends  are  normally  declared  and paid
annually  and  capital  gains,  if any,  normally  are  paid  once a year.  Your
distributions  will be  reinvested  in the Fund  unless  you  instruct  the Fund
otherwise.

Dollar  Reserves  declares   dividends  each  day  from  net  investment  income
(investment  income less expenses plus or minus all realized  gains or losses on
the Fund's  portfolio  securities) to  shareholders of record as of the close of
regular  trading  on the New  York  Stock  Exchange  on that  day.  Shareholders
submitting purchase orders in proper form and payment in Federal funds available
to the Fund for investment by 11 a.m.  eastern time are entitled to receive that
day's dividend. Shares redeemed by 11 a.m. eastern time are not entitled to that
day's  dividend,  but  proceeds of the  redemption  normally  are  available  to
shareholders  by Federal funds wire the same day.  Shares redeemed after 11 a.m.
eastern  time and  before  the close of  regular  trading  on the New York Stock
Exchange are  entitled to that day's  dividend,  and proceeds of the  redemption
normally  are  available  to  shareholders  by Federal  funds wire the next Fund
business day. Distributions of declared dividends are made the last business day
of each  month in  additional  shares of the Fund,  unless  you elect to receive
dividends in cash on the Account Application or so elect subsequently by calling
Investor  Service Center at 1-800-  400-MIDAS  (6432) between 9 a.m. and 5 p.m.,
eastern  time,  on  business  days.  For  Federal  income  tax  purposes,   such
distributions  are  generally  taxable  as  ordinary  income,  whether  or not a
shareholder  receives such  dividends in additional  shares or elects to receive
cash.  Any  election  will remain in effect  until you notify  Investor  Service
Center to the  contrary.  The Fund  does not  expect  to  realize  net long term
capital gains and thus does not anticipate payment of any long term capital gain
distributions.

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      Capital gains or losses
more than one year
- ------------------------------------------ -------------------------------------
Sales or exchanges of shares held for      Gains are treated as ordinary income;
one year or less                           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 distribution  which  normally  takes place in December.  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.

                              FINANCIAL HIGHLIGHTS

The following  tables  describe the Funds'  performance for the past five years.
Each  Fund's  fiscal  year end is  December  31. The fiscal  year end for Dollar
Reserves,  Midas  Investors,  and Midas  Magic was changed to December 31 during
1998. Previously,  the fiscal year end for Dollar Reserves, Midas Investors, and
Midas  Magic  was  June  30,  June  30 and  October  31,  respectively.  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 for Midas Fund,
Inc. and 1996 through 1998 for Midas Magic, Inc., were audited by Tait, Weller &
Baker, the Funds' independent  accountants,  whose report, along with the Funds'
financial  statements,  are included in the Annual Reports,  which are available
upon request.


                                       17

<PAGE>

<TABLE>
<CAPTION>

                                   MIDAS FUND
______________________________________________________________________________________________________________________________
                                                                                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....................................     -              (0.03)        (0.05)        (0.06)        (0.05)
   Net realized and unrealized gain (loss)                    (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 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).....   (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>


- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                 MIDAS INVESTORS
___________________________________________________________________________________________________________________________________
                                                    Six Months Ended
                                                     December 31,*                      Years Ended June 30,

                                                         1998          1998         1997           1996        1995          1994
                                                         ----          ----         ----           ----        ----          ----
PER SHARE DATA*
<S>                                                      <C>           <C>         <C>            <C>         <C>           <C>
Net asset value at beginning of period..............     $3.67         $7.14       $14.02         $13.13      $15.71        $16.98
                                                         -----         -----       ------         ------      ------        ------
Income from investment operations:
   Net investment loss..............................      (.04)         (.12)        (.25)          (.22)      --             (.11)
   Net realized and unrealized gain (loss)..........      (.81)        (2.94)       (4.36)          2.72       (1.13)        (1.05)
                                                          -----        ------       ------          ----       ------        ------
      Total from investment operations..............      (.85)        (3.06)       (4.61)          2.50       (1.13)        (1.16)
                                                          -----        ------       ------          ----       ------        ------
Less distributions:
   Distributions from net realized gains............     --             (.41)       (2.27)         (1.61)      (1.45)         (.11)
      Total distributions...........................     --             (.41)       (2.27)         (1.61)      (1.45)         (.11)
                                                                        -----       ------         ------      ------         -----
Net asset value at end of period....................     $2.82         $3.67        $7.14         $14.02      $13.13        $15.71
                                                         =====         =====        =====         ======      ======        ======
TOTAL RETURN........................................   (23.16)%      (43.45)%     (37.81)%        21.01%      (8.01)%       (6.92)%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted).........    $6,293        $8,324       $15,217        $27,485     $29,007       $36,603
Ratio of expenses to average net assets(a)(b).......    4.32%**        3.88%        2.94%          3.05%       2.93%         2.57%
Ratio of net investment income (loss) to
   average net assets...............................   (2.50)%**      (2.40)%      (2.06)%        (1.61)%      0.01%        (.68)%
Portfolio turnover rate.............................      36%          136%          37%            61%        158%          129%
<FN>
* Per share net investment  loss and unrealized  gain (loss) on investment  have
been computed using the average number of shares outstanding. These computations
had no effect on net asset value per share. ** Annualized.  (a) Ratios excluding
interest expense were 3.96%**,  3.57%,  2.77%,  2.93%, 2.82%, and 2.54%, for the
six months  ended  December  31, 1998 and the years ended June 30,  1998,  1997,
1996,  1995,  and 1994,  respectively.  (b) Ratio  after  custodian  credits was
4.30%** and 3.82% for the six months ended  December 31, 1998 and the year ended
June 30, 1998, respectively.
</FN>
</TABLE>



<PAGE>



<TABLE>
<CAPTION>

                                  MIDAS MAGIC
____________________________________________________________________________________________________________________________________
                                                  Two Months Ended
                                                    December 31,                             Years Ended October 31,

                                                        1998          1998         1997          1996          1995          1994
                                                        ----          ----         ----          ----          ----          ----
PER SHARE DATA*
<S>                                                     <C>          <C>           <C>           <C>           <C>          <C>
Net asset value at beginning of period............      $15.67       $24.92        $24.24        $18.73        $16.61       $16.32
                                                        ------       ------        ------        ------        ------       ------
Income from investment operations:
   Net investment loss............................        (.04)        (.25)         (.59)         (.56)         (.31)        (.22)
   Net realized and unrealized gain (loss)........         .98        (7.20)         6.17          6.07          2.43          .51
                                                           ---        ------         ----          ----          ----          ---
         Total from investment operations.........         .94        (7.45)         5.58          5.51          2.12          .29
                                                           ---        ------         ----          ----          ----         ----
Less distributions:
   Distributions from net realized gains..........       (2.04)       (1.80)        (4.90)          .00           .00          .00
                                                         ------       ------        ------          ---           ---          ---
      Total distributions.........................       (2.04)       (1.80)        (4.90)          .00           .00          .00
                                                         ------       ------        ------          ---           ---          ---
Net asset value at end of period..................      $14.57       $15.67        $24.92        $24.24        $18.73       $16.61
                                                        ======       ======        ======        ======        ======       ======
TOTAL RETURN......................................        6.48%      (31.29)%       27.55%        29.42%        12.76%        1.78%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted).......       $548          $613        $1,771        $1,200         $774          $714
Ratio of expenses to average net assets(a)(b).....      2.85%**        2.09%         2.81%         2.55%         2.30%        2.00%
Ratio of net investment loss to average net
   assets(c)......................................      (1.54)**      (1.38)%       (2.65%)       (2.23)%       (1.77)%      (1.38)%
Portfolio turnover rate...........................        0%           207%          44%           42%           30%          18%
<FN>
*Per  share  net  investment  loss  and  net  realized  and  unrealized  gain on
investments  have been computed using the average number of shares  outstanding.
These computations had no effect on net asset value per share. **Annualized. (a)
Ratio prior to  reimbursement  by the  investment  manager was 18.84%**,  9.27%,
10.47%,  4.44%, 3.00%, and 2.82%, for the two months ended December 31, 1998 and
the years ended October 31, 1998, 1997, 1996, 1995, and 1994, respectively.  (b)
Ratio after custodian fee credits was 1.97% for the year ended October 31, 1998.
There  were no  custodian  fee  credits  for prior  years.  (c)  Ratio  prior to
reimbursement  by  the  manager  was  (17.53)%**,  (8.56)%,  (10.31)%,  (4.12)%,
(2.47)%,  and (2.20)% for the two months  ended  December 31, 1998 and the years
ended October 31, 1998, 1997, 1996, 1995, and 1994, respectively.
</FN>
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                          MIDAS SPECIAL EQUITIES FUND
____________________________________________________________________________________________________________________________________
                                                                                    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....................       $23.38        $22.96         $25.42          $19.11        $23.13
                                                                 ------        ------         ------          ------        ------
Income from investment operations:
   Net investment loss....................................        (.61)         (.38)          (.73)           (.81)         (.55)
   Net realized and unrealized gain (loss)................        (.65)         1.55           0.99            8.51         (3.28)
                                                                  -----         ----           ----            ----         ------
         Total from investment operations.................       (1.26)         1.17           0.26            7.70         (3.83)
                                                                 ------         ----           ----            ----         ------
Less distributions:
   Distributions from net realized gains..................       (1.78)         (.75)         (2.72)          (1.39)         (.19)
                                                                 ------         -----         ------          ------         -----
   Net increase (decrease) in net asset value.............       (3.04)          .42          (2.46)           6.31         (4.02)
Net asset value at end of period..........................      $20.34        $23.38         $22.96          $25.42        $19.11
                                                                ======        ======         ======          ======        ======
TOTAL RETURN..............................................       (5.00)%        5.23%          1.05%          40.47%        (16.54)%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted)...............       $36,807       $44,773        $49,840         $56,340       $45,614
Ratio of expenses to average net assets(a)(b).............        3.42%         2.81%          2.92%           3.67%         2.92%
Ratio of net investment loss to average net assets........       (2.57)%       (1.48)%        (2.81)%         (2.70)%       (2.43)%
Portfolio turnover rate...................................         97%          260%           311%            319%           309%
<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
excluding interest expense was 2.63%, 2.53%, 2.45% and 2.88% for the years ended
December 31, 1998,  1997,  1996 and 1995. (b) Expense ratio after  custodian fee
credits  was 3.41% and 2.79% for the years  ended  December  31,  1998 and 1997.
Prior to 1995,  such credits were reflected in the expense ratio.  There were no
custodian fee credits for 1996 and 1995.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          MIDAS U.S. AND OVERSEAS FUND
____________________________________________________________________________________________________________________________________
                                                                                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.....................     $7.35         $7.91         $8.36       $7.08         $8.71
                                                                -----         -----         -----       -----         -----
Income from investment operations:
   Net investment loss.....................................      (.10)        (0.05)        (0.24)      (0.23)        (0.13)
   Net realized and unrealized gain (loss).................       .18          0.46          0.68        2.00         (1.01)
                                                                  ---          ----          ----        ----         ------
   Total from investment operations........................       .08          0.41          0.44        1.77         (1.14)
                                                                  ---          ----          ----        ----         ------
Less distributions:
   Distributions from net realized gains...................      (.26)        (0.97)        (0.89)      (0.49)        (0.49)
                                                                 -----        ------        ------      ------        ------
Net asset value at end of period...........................     $7.17         $7.35         $7.91       $8.36         $7.08
                                                                =====         =====         =====       =====         =====
TOTAL RETURN...............................................      1.18%         5.64%         5.34%      25.11%       (13.12)%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted)................     $7,340        $8,446       $9,836       $9,808       $8,454
Ratio of expenses to average net assets(a)(b)..............      3.33%         3.28%        3.20%        3.55%         3.53%
Ratio of net investment loss to average net assets(c)......     (1.38)%       (0.63)%      (2.74)%      (2.85)%       (1.65)%
Portfolio turnover rate....................................       69%           205%         255%         214%         212%
<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 3.84% and 3.59% for the
years ended  December 31, 1995 and 1994.  (b) Expense  ratio after the custodian
fee  credits  was  3.22%  and  3.49%  for 1997  and  1995.  Prior to 1995,  such
reductions  were  reflected in the expense  ratios.  There were no custodian fee
credits for 1998 and 1996.  (c) Ratio prior to  reimbursement  by the investment
manager was (3.14)% and (1.71)% for the years ended December 31, 1995 and 1994.
</FN>
</TABLE>


- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                 DOLLAR RESERVES
____________________________________________________________________________________________________________________________________
                                                   Six Months Ended
                                                      December 31,                             Years Ended June 30,

                                                           1998           1998        1997           1996        1995          1994
                                                           ----           ----        ----          ------      ------        -----
PER SHARE DATA
<S>                                                       <C>           <C>          <C>           <C>          <C>          <C>
Net asset value at beginning of period..............      $1.000        $1.000       $1.000        $1.000       $1.000       $1.000
Income from investment operations:
   Net investment income............................        .022          .048         .047          .047         .044         .026
Less distributions:
   Distributions from net investment income.........       (.022)        (.047)       (.047)         .047        (.044)       (.026)
   Distributions from paid-in capital                       --          ($.001)          --            --          --           --
                                                                       -------
Net asset value at end of period....................      $1.000        $1.000       $1.000        $1.000       $1.000       $1.000
                                                          ======        ======       ======        ======       ======       ======
TOTAL RETURN........................................       4.46%**       4.88%        4.83%         4.81%        4.53%        2.59%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted).........      $65,535       $61,602      $62,908       $62,467      $65,278      $76,351
Ratio of expenses to average net assets (a).........        .93%**        .86%         .71%          .90%         .89%         .89%
Ratio of net investment income to average net              4.43%**       4.71%        4.73%         4.70%        4.41%        2.56%
   assets (b).......................................
<FN>
**  Annualized.  (a)  Ratio  prior  to  waiver  by the  Investment  Manager  and
Distributor  was 1.30%**,  1.20%,  1.21%,  1.40%,  1.39%,  and 1.39% for the six
months ended  December 31, 1998 and the years ended June 30, 1998,  1997,  1996,
1995, 1994,  respectively.  (b) Ratio prior to waiver by the Investment  Manager
and Distributor was 4.06%**,  4.37%,  4.23%, 4.20%, 3.91%, and 2.06% for the six
months ended December 31, 1998, 1997, 1996, 1995, and 1994, respectively.
</FN>
</TABLE>



<PAGE>










                              FOR MORE INFORMATION

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

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

o  Statement of Additional  Information  (SAI).  Provides a fuller technical and
   legal  description  of the  Funds'  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
- --------------------------------------------------------------------------------

o  By telephone, call
   1-800-400-MIDAS (6432)   to speak to an Investor Service Representative, 9:00
                             a.m. to 5:00 p.m. on business days, eastern time or
   1-888-503-VOICE (8642)   for 24 hour, 7 day a week automated shareholder
                              services.

o  By mail, write to:
   Midas Funds
   P.O. Box 219789
   Kansas City, MO 64121-9789

o  By e-mail, write to:
   [email protected]

o  On the Internet, Fund documents
   can be viewed online or downloaded from:
   SEC at http://www.sec.gov, or
   Midas Funds at http://www.midasfunds.com

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 Funds'  Investment  Company  Act file  numbers  are as follows:
811-04316 (Midas Fund);  811-00835 (Midas  Investors);  811-04534 (Midas Magic);
811-04625  (Midas Special  Equities  Fund);  811-04741  (Midas U.S. and Overseas
Fund) and 811-02474 (Dollar Reserves).





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