Midas Funds 2008 Prospectus

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  MIDAS DOLLAR RESERVES

  MIDAS FUND      MIDAS SPECIAL FUND

This prospectus, dated April 29, 2008, contains information you should know about Midas Dollar Reserves, Inc., Midas Fund, Inc., and Midas Special Fund, Inc. (each, a “Fund”) before you invest. The operations and results of each Fund are unrelated to those of the other Funds. This combined prospectus has been prepared for your convenience so that you can consider three investment choices in one document. Please keep it for future reference.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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SUMMARY OF INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS

What are the investment objectives of the Midas Funds?

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

MIDAS FUND seeks primarily capital appreciation and protection against inflation and, secondarily, current income.

MIDAS SPECIAL FUND seeks capital appreciation.

What are the principal investment strategies of the Midas Funds?

MIDAS DOLLAR RESERVES invests exclusively in securities issued by the U.S. government, its agencies and instrumentalities (“U.S. Government Securities”). The Fund is a money market fund and as such is subject to specific SEC rules. Among other restrictions, 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, as amended (“1940 Act”)).

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 (“Natural Resources Companies”) and (ii) gold, silver and platinum bullion. Up to 35% of the Fund’s 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 fixed income securities of any issuers, including U.S. Government Securities. The Fund may invest in both domestic or foreign companies of any size. The Fund seeks companies with attractive fundamentals and often looks at company characteristics such as people, projects, and pricing. A stock is typically sold when its potential to meet the Fund’s investment objective is limited or exceeded by another potential investment, when an investment in an issuer no longer appears to meet the Fund’s investment objective, or when the Fund must meet redemptions. In seeking to enhance returns, the Fund may use futures, options and short sales, and may use leverage to the extent permitted under the 1940 Act. The Fund concentrates its investments by investing at least 25% of its total assets in Natural Resources Companies.

MIDAS SPECIAL FUND invests solely for capital appreciation. The Fund may invest in any security type (i.e. common and preferred stocks, bonds, convertible securities, etc.) and in any industry sector, in domestic or foreign companies, and in companies of any size. Generally, the Fund seeks quality companies with unique combinations of strength in operations, products, and finances. A security is typically sold when its potential to meet the Fund’s investment objective is limited or exceeded by another potential investment or when the Fund must meet redemptions. In seeking to enhance returns, the Fund may use futures, options, and short sales, and may use leverage to the extent permitted under the 1940 Act. The Fund employs seasonal and other timing strategies (as described under Midas Special Fund’s “Principal Investment Objectives, Strategies, and Risks”) and, from time to time, may take a defensive position, sell securities short, and/or 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 a defensive position, it may not achieve its investment objective.

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

Midas Fund and Midas Special Fund are subject to the following risks:

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. 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.

Leverage. Leveraging (buying securities using borrowed money) exaggerates the effect on net asset value (“NAV”) of any increase or decrease in the market value of a Fund’s investment. Money a Fund borrows 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 that may or may not be recovered by appreciation of the securities purchased.

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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.

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 non-diversified 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.

Securities Lending. Each Fund may lend up to one third of its total assets to other parties. There are risks to the Fund of delay in receiving additional collateral and risks of delay in recovery of, and failure to recover, the assets lent should the borrower fail financially or otherwise violate the terms of the lending agreement.

Short Selling, Options, and Futures Transactions. The Funds may engage in short selling up to 100% of their net assets, and they may engage in options and futures transactions subject to cover requirements (see “Cover for Options, Futures, and Forward Currency Contract Strategies” in the Statement of Additional Information (“SAI”) for more information). 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 a Fund’s performance.

Small Capitalization. The Funds may invest in companies that are small or thinly capitalized, and may have a limited operating history. Small capitalization stocks are more vulnerable than stocks of larger companies to adverse business or economic developments. The securities of small companies generally are less liquid.

Midas Fund is also subject to the following risks:

Concentration. The Fund is subject to industry concentration risk, which is the risk that the Fund’s performance can be significantly affected by the developments in the precious metals and natural resources industries.

Mining. Resource mining by its nature involves significant risks and hazards to which the Fund is exposed. Even when a resource mineralization is discovered, there is no guarantee that the economically minable reserves will result. Mining exploration can last over a number of years, incur substantial costs, and not lead to any new commercial mining.

Precious Metals. Investments in gold, silver, platinum, and other natural resources are considered speculative. Their 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.

Midas Special Fund is also subject to the following risks:

Fixed Income Securities. The Fund may invest in fixed income securities that are affected by interest rates. When interest rates rise, the prices of fixed income securities typically fall in proportion to their maturities. Fixed income securities are also subject to credit risk, i.e. the risk that an issuer of securities will be unable to pay principal and interest when due, or that the value of the security will suffer because investors believe the issuer is less able to pay. Many fixed income securities, especially those issued at high interest rates, provide that the issuer may repay them early. If issuers exercise this right, holders of these types of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline.

Midas Dollar Reserves is subject to the following risk:

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Investments in debt and mortgage backed securities issued by government instrumentalities are neither insured nor guaranteed by the United States Treasury. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

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PAST PERFORMANCE

The bar charts below 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 below compare the Funds’ average annual returns for the 1, 5, and 10 year periods with appropriate broad based securities market indices (except in the case of Midas Dollar Reserves) and in so doing also reflect the risks of investing in the Funds. The Standard & Poor’s 500 Composite Stock Index (“S&P 500 Index”) is an index that is unmanaged and includes 500 common stocks of large companies. The Morningstar Specialty Fund-Precious Metals Average (“PMA”) is an equally weighted average of the managed precious metals funds tracked by Morningstar. The Russell 2000 Index is an index that is unmanaged and includes approximately 2,000 common stocks of small companies. The Lipper U.S. Government Money Market Funds Average (“LMMFA”) is a straight average of all 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 NAV. Both the bar charts and the tables assume reinvestment of dividends and other distributions. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of future performance.

MIDAS DOLLAR RESERVES – Year-by-year total return as of 12/31 each year (%)

		Best Quarter: 7/1/00-9/30/00 1.54%
		Worst Quarter: 7/1/03-9/30/03 0.01%

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

Average annual total return for the periods ended December 31, 2007

MIDAS FUND – Year-by-year total return as of 12/31 each year (%)

		Best Quarter: 1/1/02-3/31/02 32.63%
		Worst Quarter: 1/1/00-3/31/00 (23.53)%

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Average annual total returns for the periods ended December 31, 2007

MIDAS SPECIAL FUND – Year-by-year total return as of 12/31 each year (%)

		Best Quarter: 10/1/99-12/31/99 35.37%
		Worst Quarter: 7/1/98/-9/30/98 (27.47)%

Average annual total returns for the periods ended December 31, 2007

The returns shown above include the effect of reinvesting dividends and capital gains. After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period. A higher after tax return results when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder. Because actual after tax returns depend on a shareholder’s tax situation, returns may vary from those shown. After tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements such as individual retirement accounts (“IRAs”).

FEES AND EXPENSES OF THE FUNDS

The following tables describe the fees and expenses that you may pay if you buy and hold shares of the Funds. 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)

Your account will be charged a $20 small account fee if its value on the next to last Business Day (as defined on page 13) of the calendar year is less than $500, unless it is an IRA or you participate in the Midas Automatic Investment Program.

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

EXAMPLE:

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. 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. With respect to Dollar Reserves, the investment manager and the distributor have contractually agreed to waive the fees payable under their respective agreements for the period from April 29, 2008 to April 29, 2009 which is reflected in the One Year amount and the first year of the Three, Five, and Ten Years amounts (both the investment manager and the distributor may continue such waivers after April 29, 2009 but are not contractually obligated to do so). Although your actual costs may be higher or lower, based on these assumptions your costs would be:

PRINCIPAL INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS

MIDAS DOLLAR RESERVES seeks maximum current income consistent with preservation of capital and maintenance of liquidity. The Fund invests exclusively in 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. These issuers may be chartered or sponsored by Acts of Congress, but their securities are neither insured nor guaranteed by the U.S. Treasury.

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.

For additional investment risks associated with the Fund, please read “Additional Investment Risks” below.

MIDAS FUND seeks primarily capital appreciation and protection against inflation and, secondarily, current income. The Fund will invest at least 65% of its total assets in Natural Resources Companies and gold, silver, and platinum bullion. 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 fixed income securities of any issuer, including U.S. Government Securities. The Fund may invest in both domestic or foreign companies of any size. The Fund seeks companies with attractive fundamentals and often looks at company characteristics such as people, projects, and pricing.

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 gas), chemicals, forest products, real estate, food products, and other basic commodities. 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. The Fund may sell an investment when the value or growth potential of the investment appears limited or exceeded by other investment opportunities, when an investment in the issuer no longer appears to meet the Fund’s investment objective, or when the Fund must meet redemptions. When seeking to achieve its secondary objective of current income, the Fund normally invests in fixed income securities of issuers with investment grade ratings.

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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 may 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 restricted securities, or securities of companies undergoing extraordinary or possibly one time events such as reorganizations or liquidations.

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.

Midas Fund is subject to the following Principal Risks:

Concentration Risk. The Fund is subject to industry concentration risk, which is the risk that the Fund’s performance can be significantly affected by the developments in the precious metals and resource industries.

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

Leverage Risk. The Fund may use leverage to the extent permitted under the 1940 Act. Leveraging (buying securities using borrowed money) exaggerates the effect on NAV of any increase or decrease in the market value of the Fund’s investment. Money borrowed for leveraging is limited to 33  ¹/3 % of the value of the 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.

Market Risk. 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 invest in emerging companies, such as start ups and spin offs, and special situations, which include companies undergoing unusual or possibly one time developments such as reorganizations or liquidations. These investments may involve above average market price volatility and greater risk of loss.

Mining Risk. Resource mining by its nature involves significant risks and hazards. Even when a resource mineralization is discovered, there is no guarantee that economically minable reserves will result. Mining exploration 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.

Natural Resources and Precious Metals Investing Risk. The Fund’s investments can be significantly affected by developments in the precious metals and resource industries and 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. Additionally, the majority of such producers are domiciled in a limited number of countries.

Investments related to gold, silver, platinum, and other natural resources are considered speculative. The price of gold or other precious metals is subject to wide fluctuation, the market is relatively limited and unregulated, and the sources are concentrated in countries that have potential for instability. Bullion and coins do not generate income, unless loaned, and their returns to the Fund are from gains or losses realized on sale. Custody costs are typically incurred to store bullion and coins. Such costs are typically higher than the custody costs associated with securities.

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

Securities Lending Risk. The Fund may lend up to one third of its total assets to other parties. If the Fund engages in lending transactions, it will enter into a securities lending authorization agreement with a lending agent which will authorize such agent to act on behalf of the Fund with respect to the lending of certain securities of the Fund. Such agreement will

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require that the loans be continuously secured by cash, U.S. Government Securities (or any combination of cash and such securities) or irrevocable bank letters of credit issued by a person other than the borrower as collateral equal at all times to at least the market value of the assets lent. There are risks to the Fund of delay in receiving additional collateral and risks of delay in recovery of, and failure to recover, the assets lent should the borrower fail financially or otherwise violate the terms of the lending agreement.

Short Selling, Options, and Futures Transaction Risk. The Fund may engage in short selling, 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.

The Fund will incur a loss as a result of a short sale if the price of the borrowed security increases between the date of the short sale and the date on which the Fund terminates or closes out its short position by buying the same security. The Fund will realize a gain if the borrowed security declines in price between those dates. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price.

Possible losses from short sales differ from losses that could be incurred from purchases of securities. Losses on securities sold short are theoretically unlimited because a Fund’s loss arises from increases in the value of the security sold short. Losses on long positions, which arise from decreases in the value of the security, however, are limited by the fact that a security’s value cannot drop below zero.

Small Capitalization Risk. The Fund may invest in companies that are small or thinly capitalized and may have a limited operating history. Small company stocks are more vulnerable than stocks of larger companies to adverse business or economic developments. The securities of small companies generally are less liquid. During broad market downturns, Fund values may fall further than those of funds investing in larger companies. Full development of small companies takes time, and for this reason, among others, the Fund should be considered a long term investment and not a vehicle for seeking short term profit.

For additional investment risks associated with the Fund, please read “Additional Investment Risks” below.

MIDAS SPECIAL FUND invests aggressively for solely capital appreciation.

The Fund will exercise a flexible strategy in the selection of securities and will not be limited by the issuer’s location, size, or market capitalization. The Fund may invest in equity and fixed income securities of new and seasoned U.S. and foreign issuers with no minimum rating, including securities convertible into common stock, debt securities, futures, options, derivatives, and other instruments. The Fund also may employ aggressive and speculative investment techniques, such as selling securities short and borrowing money for investment purposes, a practice known as “leveraging” and may invest defensively in short term, liquid, high grade securities and money market instruments. The Fund may invest in debt securities rated below investment grade, commonly referred to as junk bonds, as well as investment grade and U.S. Government Securities. The Fund also may lend portfolio securities to other parties.

To achieve the Fund’s objective, the investment manager may use a seasonal investing strategy to invest the Fund’s assets to gain exposure to the securities markets during periods anticipated to be favorable based on patterns of investor behavior as driven by and related to accounting periods, tax events, and other calendar related phenomena. The investment manager’s analysis also takes into consideration those periods during the year in which it anticipates that investors are more likely to invest additional money into the securities markets. These periods can be related to accounting periods and may be further refined by considerations of tax cycles, holidays, and other factors. During other periods anticipated to be less favorable, under adverse market conditions, and from time to time, the Fund may take a defensive position, sell securities short, and/or 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 a defensive position, it may not achieve its investment objective.

Midas Special Fund is subject to the following Principal Risks:

Fixed Income Securities Risk. The Fund may invest in fixed income investments that are affected by interest rates. When interest rates rise, the prices of bonds typically fall in proportion to their durations and maturities. Debt securities are also subject to credit risk, i.e. the risk that an issuer of securities will be unable to pay principal and interest when due, or that the value of the security will suffer because investors believe the issuer is less able to pay. This is broadly gauged by the credit ratings of the securities in which the Fund invests. Ratings are only the opinions of the agencies issuing them, however, are not absolute guarantees as to quality. Generally, investments in securities in the lower rated categories or comparable unrated securities provide higher yields but involve greater price volatility and risk of loss of principal and interest than investments in securities with higher ratings.

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Many fixed income securities, especially those issued at high interest rates, provide that the issuer may repay them early. Issuers often exercise this right when interest rates are low. Accordingly, holders of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Furthermore, the Fund may reinvest the proceeds of the payoff at current yields, which may be lower than those paid by the security that was paid off.

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

Leverage Risk. The Fund may use leverage to the extent permitted under the 1940 Act. Leveraging (buying securities using borrowed money) exaggerates the effect on NAV of any increase or decrease in the market value of the Fund’s investment. Money borrowed for leveraging is limited to 33 1/3 % of the value of the 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.

Market Risk. 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. Investing in stocks involves a greater risk of loss of income than bonds because stocks need not pay dividends. The Fund may invest in emerging companies, such as start ups and spin offs, and special situations which include companies undergoing unusual or possibly one time developments such as reorganizations or liquidations. These investments may involve above average market price volatility and greater risk of loss.

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

Securities Lending Risk. The Fund may lend up to one third of its total assets to other parties. If the Fund engages in lending transactions, it will enter into a securities lending authorization agreement with a lending agent which will authorize such agent to act on behalf of the Fund with respect to the lending of certain securities of the Fund. Such agreement will require that the loans be continuously secured by cash, U.S. Government Securities (or any combination of cash and such securities) or irrevocable bank letters of credit issued by a person other than the borrower as collateral equal at all times to at least the market value of the assets lent. There are risks to the Fund of delay in receiving additional collateral and risks of delay in recovery of, and failure to recover, the assets lent should the borrower fail financially or otherwise violate the terms of the lending agreement.

Short Selling, Options, and Futures Transaction Risk. The Fund may engage in short selling, 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.

The Fund will incur a loss as a result of a short sale if the price of the borrowed security increases between the date of the short sale and the date on which the Fund terminates or closes out its short position by buying the same security. The Fund will realize a gain if the borrowed security declines in price between those dates. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price.

Possible losses from short sales differ from losses that could be incurred from purchases of securities. Losses on securities sold short are theoretically unlimited because a Fund’s loss arises from increases in the value of the security sold short. Losses on long positions, which arise from decreases in the value of the security, however, are limited by the fact that a security’s value cannot drop below zero.

Small Capitalization Risk. The Fund may invest in companies that are small or thinly capitalized and may have a limited operating history. Small capitalization stocks are more vulnerable than stocks of larger companies to adverse business or economic developments. The securities of small companies generally are less liquid. During broad market downturns, Fund values may fall further than those of funds investing in larger companies. Full development of small capitalization companies takes time, and for this reason, among others, the Fund should be considered long term investments and not vehicles for seeking short term profit.

For additional investment risks associated with the Fund, please read “Additional Investment Risks” below.

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ADDITIONAL INVESTMENT RISKS

The Funds may be subject to additional risks which are derived from investment strategies that are not principal investment strategies. Some additional risks that apply to certain of the Funds, as indicated, are:

Active Trading. Midas Fund and Midas Special Fund may trade securities actively. This strategy could increase transaction costs, reduce performance, and result in taxable distributions which could lower a Fund’s after tax performance.

Below Investment Grade Securities Risk. Midas Special Fund may invest in below investment grade securities. Midas Fund may invest up to 35% of its assets in fixed income securities rated below investment grade. Neither Midas Special Fund nor Midas Fund have a current intention of investing more than 5% of its assets in such securities during the coming year. Bonds rated below investment grade (i.e., BB or lower by S&P or Ba or lower by Moody’s) are speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater fluctuations than higher rated fixed income securities. The retail secondary market for these “junk bonds” may be less liquid than that of higher rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices than those used in calculating the Fund’s net asset value. “Junk bonds” may also be subject to greater credit risk because they may be issued in connection with corporate restructuring by highly leveraged issuers or they may not be current in the payment of interest or principal or in default.

Illiquid Securities Risk. Midas Fund and Midas Special Fund may each invest up to 15% of its net 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. See discussion under “Valuations.”

Fixed Income Securities Risk. Midas Dollar Reserves, Midas Fund, and Midas Special Fund may invest in fixed income investments which are affected by interest rates. When interest rates rise, the prices of bonds typically fall in proportion to their durations and maturities. Debt securities are also subject to credit risk, i.e. the risk that an issuer of securities will be unable to pay principal and interest when due, or that the value of the security will suffer because investors believe the issuer is less able to pay. This is broadly gauged by the credit ratings of the securities in which the Funds invest. Ratings are only the opinions of the agencies issuing them, however, and are not absolute guarantees as to quality.

Many fixed income securities, especially those issued at high interest rates, provide that the issuer may repay them early. Issuers often exercise this right when interest rates are low. Accordingly, holders of these types of callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Furthermore, the Funds may reinvest the proceeds of the payoff at current yields, which may be lower than those paid by the security that was paid off.

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

PORTFOLIO MANAGEMENT

Midas Management Corporation is the investment manager for each Fund. It provides day-to-day advice regarding portfolio transactions for each 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.

Midas Dollar Reserves’ portfolio manager is Heidi Keating. She has been Vice President of the Investment Manager since 1988 and has served in other capacities since 1978.

Midas Fund’s portfolio manager since 2002 is Thomas B. Winmill. He has been president of the investment manager since 1995 and the distributor since 1991. He also serves as president and director of the Funds. He has served as a member of the investment manager’s Investment Policy Committee since 1990. As the current Chairman of the Investment Policy Committee, he helps establish general investment guidelines. He is a member of the New York Section member society of the American Institute of Mining, Metallurgical, and Petroleum Engineers, Inc.

Midas Special Fund’s portfolio manager since 1999 is Basset S. Winmill. He is the Chief Investment Strategist of the investment manager and a member of its Investment Policy Committee. Prior to serving as portfolio manager of Midas Special Fund, he was Chairman of the Investment Policy Committee. 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.

Additional information regarding portfolio manager compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities of the Funds may be found in the SAI.

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. For the fiscal year ended December 31, 2007, Midas Fund, Midas Special Fund, and (before waivers/reimbursements) Midas Dollar Reserves paid the investment manager a fee of 0.99%, 0.95%, and 0.50%, respectively, of the Fund’s average daily net assets.

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A discussion regarding the basis for the Board of Directors approval of the investment management agreement is available in the Funds’ semi-annual report to shareholders.

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. 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.

Midas Dollar Reserves (before contractual waiver of the 12b-1 fee for the period from April 29, 2008 to April 29, 2009) and Midas Fund each pay a 12b-1 fee equal to 0.25% per annum of the Fund’s average daily net assets. Midas Special 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 for Midas Dollar Reserves) is the Fund’s next calculation, after the order is received by the Fund’s transfer agent or its authorized agent, of NAV per share which is determined as of the close of regular trading in equity securities on the New York Stock Exchange (“NYSE”) (currently, 4 p.m., eastern time, unless weather, equipment failure or other factors contribute to an earlier closing) each day the NYSE is open for trading (“Business Day”). The Fund’s NAV per share may be significantly affected on days when shareholders have no access to the Fund or its transfer agent. With respect to Midas Dollar Reserves, the NAV per share is determined as of 11 a.m., eastern time, and as of the close of regular trading in equity securities on the NYSE each Business Day. Purchase orders submitted in proper form along with payment in Federal Funds available to Midas Dollar Reserves for investment by 11 a.m., eastern time, on any Business Day will be “of record” at 11 a.m. that day and are entitled to receive that day’s dividend. Investments in Midas Dollar Reserves received between 11 a.m. and the close of regular trading in equity securities on the NYSE on any Business Day will be “of record” at such close that day and are entitled to receive dividends commencing the next Business Day. The Funds’ shares are priced only on Business Days. If you purchase shares through a broker, that broker may charge separate transaction fees on the purchase and/or sale of such shares. Certificates will not be issued and all shares will be kept by book entry in the stock transfer books of Unified Fund Services, Inc., the Funds’ transfer agent.

Opening Your Account

By Check. Complete and sign the Account Application that accompanies this prospectus and mail it, along with your check, to Midas Funds, P.O. Box 6110, Indianapolis, IN 46206-6110 (see Minimum Investments below). Checks must be payable to the order of Midas Funds in U.S. dollars. Third party checks cannot be accepted. You will be charged an $8 fee for any check that does not clear.

By Wire. Call 1-800-400-MIDAS (6432) between 8 a.m. and 6 p.m., eastern time, on Business Days to speak with a Shareholder Service Representative. A completed Account Application, the name of the bank sending the wire, and the amount to be wired are required before the wired funds can be accepted. The completed Application should be faxed to 1-317-937-3014, Attn: Midas Funds. You will then be assigned a Fund account number and receive wiring address information. 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 mail it to Midas Funds, P.O. Box 6110, Indianapolis, IN 46206-6110. This service is not available on days when the Federal Reserve wire system is closed. For wiring instructions and automated 24 hour service, call toll-free 1-800-400-MIDAS (6432) or visit www.midasfunds.com.

Minimum Investments

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 described 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(s).

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Midas Automatic Investment Program