As filed with the Securities and Exchange Commission on October 5, 2004
                                                     1940 Act File No. 811-21650

================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM N-2

                             REGISTRATION STATEMENT

                    UNDER THE INVESTMENT COMPANY ACT OF 1940


                              ASA (BERMUDA) LIMITED


                 (Exact Name of Company as Specified in Charter)


                                    4th Floor
                                11 Summer Street
                                Buffalo, NY 14209
                    (Address of Principal Executive Offices)


         Company's Telephone Number, including Area Code: (716) 883-2428
         ---------------------------------------------------------------


                     (Name and Address of Agent for Service)
                               JPMorgan Chase Bank
                            3 Chase Metrotech Center
                               Brooklyn, NY 11245



                              ASA (BERMUDA) LIMITED
                       Contents of Registration Statement


This  registration  statement of ASA  (Bermuda)  Limited  contains the following
documents:

Facing Sheet

Contents of Registration Statement

Part A

Part B

Part C

Signature Page

Exhibits

                                       2


                                     PART A
                                     ------

                              ASA (BERMUDA) LIMITED
                              ---------------------

                                  FUND EXPENSES
                                  -------------

     The following tables are intended to assist investors in understanding  the
various  costs and expenses that an investor will bear directly or indirectly as
a result of purchasing  shares of ASA  (Bermuda)  Limited (the  "Company").  See
"Management - Expenses" and "Dividend Reinvestment Plan".

SHAREHOLDER TRANSACTION EXPENSES
--------------------------------

Dividend Reinvestment and Cash Purchase Plan Fee*             5% of total funds
                                                              invested ($2.50
                                                              per transaction
                                                              maximum).  $10 fee
                                                              for sales.

   * Does not include brokerage commissions.

ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSETS)
-----------------------------------------------

Management Fees(1)..........................................................None
Other Expenses(2)..........................................................0.73%
Total Annual Expenses......................................................0.73%

     (1)  The Company does not have an outside investment adviser.

     (2)  The figure  provided  under "Other  Expenses" is based upon  estimated
     amounts for the Company's initial fiscal year and includes expenses such as
     directors' fees, employee salaries and benefits, administrative fees, legal
     fees, auditing fees and insurance expenses.

     The Example set forth below  assumes  reinvestment  of all dividends at net
asset  value.  The Example also assumes that the ratio set forth above for Total
Annual Expenses remains the same each year. THE EXAMPLE SHOULD NOT BE CONSIDERED
A  REPRESENTATION  OF PAST OR FUTURE EXPENSES OR ANNUAL RATES OF RETURN.  ACTUAL
EXPENSES AND ANNUAL  RATES OF RETURN MAY BE MORE OR LESS THAN THOSE  ASSUMED FOR
PURPOSES OF THE EXAMPLE. In addition,  while the Example assumes reinvestment of
all  dividends  at net  asset  value,  participants  in the  Company's  Dividend
Reinvestment  Plan may receive  shares  purchased at a price  different from net
asset value. See "Dividend Reinvestment Plan."

                                       3


EXAMPLE:

                                                 1      3       5       10
                                               Year   Years   Years   Years
                                               ----   -----   -----   -----
     An investor would pay the following
expenses on a $1,000 investment, assuming a     $7     $23     $41     $95
            5% annual return:


                       GENERAL DESCRIPTION OF THE COMPANY
                       ----------------------------------

     The Company is a  diversified,  closed-end  management  investment  company
registered  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act"), and organized as an exempted limited  liability company under the laws of
Bermuda on April 29, 2003. On September 20, 2004, the Company  obtained an order
under Section 7(d) of the 1940 Act from the Securities  and Exchange  Commission
(the "SEC")  allowing it to register under the 1940 Act. The Company  intends to
acquire the assets, and assume the liabilities,  of ASA Limited, a South African
public  limited  liability  company,  which  is  also a  diversified  closed-end
management investment company registered with the SEC pursuant to an order under
Section 7(d) of the 1940 Act. The Company has no operating history and will have
only nominal  assets until it acquires the assets of ASA Limited.  The Company's
investment policies are the same as those of ASA Limited.

                       INVESTMENT OBJECTIVES AND POLICIES
                       ----------------------------------

     (a)  GENERAL.  It is the policy of the  Company  to invest  over 50% of the
value of its total assets in the common  shares or securities  convertible  into
common shares of companies  conducting,  as the major portion of their business,
gold mining and  related  activities  in the  Republic  of South  Africa.  It is
expected that most of such companies will have reached the production stage. The
balance of the Company's total assets, other than small amounts that may be held
in cash,  may be (i) invested in common  shares or securities  convertible  into
common shares of companies  engaged in other businesses of varied types in South
Africa,  (ii)  held in the  form of gold  bullion  or  certificates  of  deposit
therefor  to be  purchased,  directly or  indirectly,  with South  African  rand
(provided  that  the  Company's   holdings  in  the  form  of  gold  bullion  or
certificates  of  deposit  therefore  may not  exceed  25% of the  value  of the
Company's  total  assets)  and/or (iii)  invested in common shares or securities
convertible into common shares of companies  primarily  engaged outside of South
Africa in extractive or related  industries or in the holding or  development of
real estate  (provided  that the Company's  investment in such companies may not
exceed 20% of the value of the Company's total assets).

     If investment  opportunities deemed by the Company to be attractive are not
available in the types of securities referred to in the preceding paragraph, the
Company may deviate from the investment  objectives  and strategies  outlined in
the preceding  paragraph and make temporary  investments of unlimited amounts in
securities  issued  or  guaranteed  by the  Government  of South  Africa  or any
instrumentality  thereof,  or it may liquidate its  investments  and temporarily
retain the proceeds in South African rand. Such proceeds may also be temporarily
retained in United States dollars.

                                       4


     The  investment  objectives and policies set forth above may not be changed
without shareholder approval.

     (b)  FUNDAMENTAL  POLICIES.   The  following  are  fundamental   investment
policies of the Company that may not be changed without shareholder approval:

     (1) ISSUANCE OF SENIOR  SECURITIES.  It is the policy of the Company not to
issue any class of senior  securities  (debt  obligations  or preferred  stock),
except that the Company may issue senior  securities  representing  indebtedness
payable in money of any currency,  in any amount and on any terms that the Board
may deem advisable,  provided that no such senior securities shall (a) result in
the Company's total indebtedness for borrowed money immediately after such issue
having  an asset  coverage  of less  than  300%  (securities  listed  on the JSE
Securities  Exchange  South  Africa to be valued for this  purpose at their then
current market value on such exchange) or (b) be secured by the pledge, mortgage
or hypothecation of any of the Company's assets.

     (2)  SHORT SALES,  PURCHASES ON MARGIN AND PUT AND CALL OPTIONS.  It is the
policy of the  Company  not to  purchase  any  securities  on margin or sell any
securities short.

     (3)  BORROWING.  It is the  policy of the  Company  to borrow  money of any
currency,  in any amount and on any terms that the Board of  Directors  may deem
advisable,  PROVIDED  that no such  borrowing  shall (a) result in the Company's
total indebtedness for borrowed money immediately after such borrowing having an
asset  coverage  of less than  300%  (securities  listed  on the JSE  Securities
Exchange South Africa to be valued for this purpose at their then current market
value  on  such  exchange)  or  (b)  be  secured  by  the  pledge,  mortgage  or
hypothecation of any of the Company's assets.

     (4)  UNDERWRITING  SECURITIES  OF OTHER  ISSUERS.  It is the  policy of the
Company not to make any commitment in respect of any underwriting of securities,
or in any participation in any such underwriting,  that could or would,  through
joint  obligations  or by reason of defaults on the part of other  participants,
involve  the assets of the Company to an extent  over and above  prescribed  and
specific  amounts  intended  or  permitted  to be  acquired  as an  addition  to
portfolio  holdings.   Furthermore,  the  Company  may  not  participate  as  an
underwriter of securities in any underwriting that could result in the Company's
holding  securities  or amounts of securities  not  permitted by its  investment
restrictions.

     (5)  CONCENTRATION  OF  INVESTMENTS  IN A  PARTICULAR  INDUSTRY OR GROUP OF
INDUSTRIES.  It is the policy of the  Company to invest over 50% of the value of
its total assets in the common shares or securities convertible to common shares
of companies conducting, as the major portion of their business, gold mining and
related  activities in the Republic of South Africa. It is expected that most of
such companies will have reached the production stage.

     (6)  PURCHASE OR SALE OF REAL ESTATE AND REAL ESTATE  MORTGAGE LOANS. It is
the policy of the Company not to purchase or sell real estate  except (a) to the
extent  necessary  to  provide  it with an  office  for the  transaction  of its
business and (b) that the Company may invest up to 20% of the value of its total
assets  in  common  shares  or  securities  convertible  into  common  shares of
companies  primarily  engaged  outside of South Africa in  extractive or related
industries or in the holding or development of real estate.  The Company may not
pledge, mortgage or hypothecate any of its assets.

                                       5


     (7)  PURCHASE OR SALE OF  COMMODITIES  OR  COMMODITY  CONTRACTS.  It is the
policy  of  the  Company  not to  purchase  or  sell  commodities  or  commodity
contracts,  except that the Company may hold up to 25% of the value of its total
assets in the form of gold  bullion or  certificates  of deposit  therefor.  The
Company does not intend to deal in gold bullion.

     (8)  LOANS.  It is the policy of the Company not to lend its funds or other
assets to any person,  other than through the purchase,  in accordance  with its
investment policies, of securities.

     (9)  PERCENTAGE OF ASSETS THAT THE COMPANY MAY INVEST IN THE  SECURITIES OF
ANY ONE ISSUER.  It is the policy of the Company not to purchase the  securities
of any issuer if, immediately after and as a result of such purchase, the market
value of such  securities  and all other  securities of the same issuer owned by
the Company exceeds 20% of the value of the Company's  total assets,  determined
in such manner as may be approved by the Board and applied on a consistent basis
(subject  to the  limitations  of  Section  2(a)(41)  of the 1940  Act),  except
securities  issued or  guaranteed  by the  Government  of the  Republic of South
Africa or any instrumentality thereof;  PROVIDED,  HOWEVER, that the Company may
not purchase the securities of any issuer if,  immediately after and as a result
of such purchase,  the market value of such securities and all other  securities
of the  same  issuer  owned  by the  Company  exceeds  10% of the  value  of the
Company's total assets,  so determined,  if either (a) such purchase will result
in more than 40% of the  value of those  assets  consisting  of  investments  in
companies each of which investments  exceeds 10% of the value of those assets or
(b) such 40% limitation is already exceeded.

     (10) PERCENTAGE OF VOTING SECURITIES OF ANY ONE ISSUER THAT THE COMPANY MAY
ACQUIRE.  It is the policy of the  Company  not to  purchase  securities  of any
issuer if, immediately after and as a result of such purchase,  the Company owns
more than 10% of any class of  outstanding  securities  of such  issuer,  except
securities  issued  or  guaranteed  by the  Government  of South  Africa  or any
instrumentality thereof.

     (11) INVESTMENT  IN  SECURITIES OF OTHER  INVESTMENT  COMPANIES.  It is the
policy  of the  Company  that  it may  purchase  securities  issued  by  another
investment  company  otherwise  than in the open  market,  but only  within  the
limitations imposed by the 1940 Act.

     (12) INVESTMENTS  OF CASH.  It is the  policy of the  Company to invest its
cash in  certificates  of deposit  issued by U.S.  banks.  The  Company may also
invest  its  funds in South  African  rand  denominated  accounts,  which may be
interest bearing,  with an Eligible Foreign Custodian or an overseas branch of a
Qualified U.S. Bank (as such terms are defined in the 1940 Act) located in South
Africa,  in an aggregate  amount not  exceeding 5% of the value of the Company's
total assets.

     (13) PURCHASES  OF  SECURITIES  OF NEW  ISSUERS.  It is the  policy  of the
Company not to purchase the securities of any issuers that have a record of less
than three  years'  continuous  operation  (such period to include the period of
operation of any predecessor,  if the issuer whose securities are proposed as an
investment  has come into  existence  as a result  of a  merger,  consolidation,

                                       6


reorganization  or the  purchase  of  substantially  all of the  assets  of such
predecessor)  if such  purchase at the time thereof would cause more than 10% of
the value of the Company's total assets to be invested in the securities of such
issuers.

     (14) PURCHASE  OF  SECURITIES  ISSUED BY  BROKERS,  DEALERS,  UNDERWRITERS,
INVESTMENT ADVISERS, INSURANCE COMPANIES. It is the policy of the Company not to
purchase  or  otherwise  acquire  any  securities  issued by  brokers,  dealers,
underwriters or investment advisers or, except within the limitations imposed by
the 1940 Act, any securities issued by insurance companies.

     (15) PURCHASE OF SECURITIES OF CERTAIN RELATED  ENTITIES.  It is the policy
of the Company not to  purchase  or hold  securities  of any issuer any of whose
officers, directors, trustees or security holders are also officers or directors
of the Company if any one or more of such persons own beneficially more than 1/2
of 1% of the  securities of that issuer and the persons  owning more than 1/2 of
1% of such securities  together own beneficially  more than 5% of the securities
of such securities of such issuer.

     (16) PLEDGE OR MORTGAGE  OF ASSETS.  It is the policy of the Company not to
pledge, mortgage or hypothecate any of its assets.

     (17) PARTICIPATION IN TRADING ACCOUNT.  It is the policy of the Company not
to participate on a joint, or a joint and several,  basis in any trading account
in securities, except in connection with an underwriting in which the Company is
a participant.

                                  RISK FACTORS
                                  ------------

     Although there is some degree of risk in all investments, there are special
risks  inherent in the Company's  investment  policies,  including its policy of
investing in equity securities of companies conducting,  as the major portion of
their business,  gold mining and related activities in South Africa. These risks
include the following:

     INDUSTRY CONCENTRATION

     Because of its  concentration  in the  securities of companies  involved in
gold mining and related  activities,  the  Company's  portfolio  may  experience
greater  volatility  than  that  of  a  broader-based  investment  company.  The
profitability  of companies  involved in gold mining and related  activities  is
significantly  affected  by  changes in the  market  price of gold (for  further
details,  see "Fluctuations in the Price of Gold" below).  Gold mining companies
also  face  risks  related  to  their   operations   that  may  affect   overall
profitability.   These  risks  include  the  uncertainty  and  cost  of  mineral
exploration and acquisitions and the uncertainties  and unexpected  problems and
delays in developing mines. In addition,  the business of gold mining is subject
to numerous risks that could adversely impact a gold mining company. These risks
include environmental  hazards,  industrial accidents,  underground fires, labor
disputes,   unexpected  geological  formations,  availability  of  appropriately
skilled  persons,  unanticipated  ground  and water  conditions,  fall of ground
accidents, legal and regulatory restrictions and seismic activity.

     DIVERSIFICATION

     The Company is classified as a diversified investment company. However, due
to consolidation  in the gold mining industry,  the Company may be invested in a
limited number of securities and hold large positions in certain securities.  As

                                       7


a  result,  a  change  in  value  in one  or  more  of  these  securities  could
significantly affect the Company's net asset value.

     FLUCTUATIONS IN THE PRICE OF GOLD

     The price of gold has been  subject to dramatic  downward  and upward price
movements  over  short  periods  of time and may be  affected  by  unpredictable
international monetary and political policies,  such as currency devaluations or
revaluations,   economic   conditions  within  an  individual   country,   trade
imbalances, or trade or currency restrictions between countries, world inflation
rates or expectations  regarding  inflation  rates,  interest rates and currency
exchange  rates.  The price of gold also is influenced by the actual or expected
purchases  and sales of gold  reserves  by  central  banks or other  large  gold
bullion holders or dealers,  the demand for gold for industrial uses and for use
in jewelry, gold sales by gold producers in forward  transactions,  and the cost
of gold  production in major  gold-producing  nations such as South Africa.  The
price of gold,  in turn,  is likely to affect the market prices of securities of
companies mining or processing gold, and accordingly, the value of the Company's
investments in such securities may also be affected.

     INVESTMENTS IN GOLD BULLION

     The Company may hold up to 25% of the value of its total assets in the form
of gold  bullion  or  certificates  of deposit  therefor.  Unlike  certain  more
traditional  investment  vehicles such as savings deposits and stocks and bonds,
which may  produce  interest or divided  income,  gold  bullion  earns no income
return. Appreciation in the market price of gold is the sole manner in which the
Company  will  be able to  realize  gains  on its  investment  in gold  bullion.
Furthermore,  the  Company  may  encounter  storage  and  transaction  costs  in
connection  with its  ownership  of gold  bullion  that may be higher than those
attendant to the purchase,  holding and disposition of more traditional types of
investments.

     CURRENCY FLUCTUATION

     The  U.S.  dollar  value  of  the  Company's  non-U.S.  investments  may be
significantly  affected by changes in the exchange  rates between the dollar and
the currencies,  particularly the South African rand, in which those investments
are traded. Under normal  circumstances,  over 50% of the value of the Company's
total assets will be invested in common  shares or securities  convertible  into
common shares of companies  conducting,  as a major  portion of their  business,
gold  mining  and  related   activities  in  South  Africa.   Generally,   these
investments,  and the dividends earned on these  investments will be denominated
in South African rand.  Consequently,  a change in the value of the rand against
the U.S. dollar will result in a  corresponding  change in the U.S. dollar value
of the Company's assets and dividend income  denominated in that currency.

     Furthermore, mineral commodities such as gold are sold throughout the world
principally in U.S. dollars, but the South African mining companies in which the
Company may be invested incur their operating costs principally in South African
rand.  Therefore,  any  appreciation  in the  value of the  South  African  rand
relative  to the U.S.  dollar will  adversely  affect the profits of these South
African  mining  companies  and also,  indirectly,  the  value of the  Company's

                                       8


investments in them. The rand has experienced  significant  appreciation against
the U.S.  dollar since  reaching an all-time low against that  currency  late in
2001.

     RISKS RELATING TO SOUTH AFRICA

     Under normal circumstances,  over 50% of the Company's total assets will be
invested  in common  shares or  securities  convertible  into  common  shares of
companies  conducting,  as a major  portion of their  business,  gold mining and
related  activities in the Republic of South Africa. As a result,  the Funds are
subject to risks relating to South Africa.

     While highly developed,  sophisticated  business sectors and infrastructure
form the core of South  Africa's  economy,  large parts of the population do not
have access to adequate  education,  health  care,  housing and other  services,
including  water and  electricity.  South  Africa also has high levels of crime,
poverty and unemployment in comparison with developed countries.  These problems
have been among the factors that have  hampered  investment  into South  Africa,
prompted emigration of skilled workers and have affected South Africa's economic
growth rate negatively.

     The  South  African  government  committed  itself  to  creating  a stable,
democratic free market economy.  However,  it is difficult to predict the future
political,  social and economic  direction of South Africa or how the government
will try to address South Africa's  challenges.  It is also difficult to predict
the affect of these challenges on the Company's investments.

     Further,  there has been political and economic  instability in neighboring
countries north of South Africa. Any resulting political or economic instability
in South  Africa could have a negative  impact on the  Company's  South  African
investments.

     A  substantial  portion  of the  South  African  gold  mining  industry  is
unionized,  and  companies  within  the  industry  are at risk of  having  their
production  halted  for  indefinite  periods  due to  strikes  and  other  labor
disputes. In addition,  since 1995 various labor laws have been enacted in South
Africa that enhance the rights of employees and have imposed additional costs on
the gold mining industry.

     South Africa's exchange control regulations  restrict  transactions between
residents  of the Common  Monetary  Area (which  consists of South  Africa,  the
Republic of Namibia and the Kingdoms of Lesotho and Swaziland) and non-residents
of the Common  Monetary  Area.  These  restrictions  hinder the ability of South
African  companies,  including  companies in which the Company invests,  to make
foreign  investments and procure foreign denominated  financing.  While exchange
controls have been relaxed in recent years,  it is difficult to predict  whether
or how the South African  Government  will further relax the remaining  exchange
control regulations in the future.

    Significant  labor disputes and work stoppages in the gold mining  industry
may adversely  affect the price of gold, the  rand/dollar  exchange rate and the
operations and financial condition of companies within the gold mining industry.
In addition, the cost of compliance with labor laws may reduce the net profit of
such companies.  Accordingly,  the Company's investment in such companies may be
affected.

     The incidence of HIV/AIDS in South Africa could pose a risk to companies in
which  the  Company  invests.  The  exact  impact  of  HIV/AIDS  on the  cost of
conducting  business  in South  Africa  and the  potential  growth  of the South
African  economy is unclear at this time.  However,  the  incidence  of HIV/AIDS
infections and HIV/AIDS related diseases is expected to reduce  productivity and
increase  employee related costs in South Africa,  which adversely impact on the
operations of companies in which the Company invests.

     FOREIGN REGULATORY ENVIRONMENT

     Companies in South Africa are subject to accounting, auditing and financial
standards  and  requirements  that  closely  follow those  prescribed  by United
Kingdom  authorities.  Although these  standards are rigorous,  they differ from
those applicable to U.S.  companies,  and therefore the assets,  liabilities and
profits of South African companies,  as reported in their financial  statements,
may not be the same as would be reflected if the statements had been prepared in
accordance with U.S. generally accepted accounting principles.

                                       9


     It may be said that in South  Africa there is less  government  supervision
and regulation of South African  securities  exchanges,  underwriters,  brokers,
dealers  and  listed  companies  than  exists  in the  United  States.  The  JSE
Securities  Exchange  South  Africa,  on  which  most of the  securities  in the
Company's  portfolio  are listed,  is governed by a statute that  regulates  the
operation  not only of the  Exchange  but  also of its  members  and  individual
stockbrokers. The regulatory powers contained in this statute are enforceable in
the South African courts.

     There is less publicly available information about South African registered
companies than about U.S. companies.  As a result, the successful  management of
the Company's  portfolio may be more  dependent upon the skills and expertise of
its  portfolio  manager than is the case for  investment  companies  that invest
primarily in U.S. companies because the comparative lack of information requires
greater  diligence  by the  portfolio  manager in original  research and careful
evaluation of available information.

     The mining  legislation to which South African mining companies are subject
has  been  replaced  by  the  South  African  Mineral  and  Petroleum  Resources
Development  Act No. 28 of 2002 ("MDA"),  which came into effect on May 1, 2004.
The broad  objectives of the MDA and the Mining Charter  issued  pursuant to the
MDA are to facilitate participation of historically disadvantaged South Africans
in the mining  industry and to ensure that  unexploited  minerals are profitably
mined.  To give effect to these  objectives,  the right to prospect and mine for
minerals, which was previously based on a system of private ownership,  will now
vest in the South African  government,  which will grant  prospecting and mining
rights to applicants  who are able to comply with various  stipulated  criteria,
which include  criteria  relating to black economic  empowerment  and social and
economic  improvement.  The principles contained in the Mining Charter relate to
the transfer of 26% of South African mining assets to historically disadvantaged
South Africans over a ten-year period.

     The transitional provisions of the MDA facilitate the conversion of current
prospecting and mining rights to the new form of rights contemplated by the MDA.
Conversion  applicants will also have to demonstrate  how they intend  complying
with the MDA's  empowerment  criteria within a maximum period of five years from
May 1, 2004.  If the South  African  companies  in which the Company will invest
fail to comply with the  conversion  criteria  stipulated in the MDA, then these
companies will forfeit their right to mine in South Africa.

     The MDA also makes provision for prospecting fees and mining royalties that
will become  payable to the South African  government in return for the new form
of  prospecting or mining right.  The details of these royalty  payments will be
set out in further  legislation to be known as the Mineral and Petroleum Royalty
Act. A draft bill of this  legislation  was earlier  released for public comment
and is in the process of being redrafted by the South African National  Treasury
Department. The exact effect of this legislation is unknown at this time.

     The compliance  costs incurred in acquiring or converting  prospecting  and
mining rights in South Africa and the  additional  costs that may be incurred in
paying the proposed mining royalties could adversely affect the profitability of
the Company's South African investments.

     South  African  companies  in which the  Company  invests  are  subject  to
extensive environmental  regulation and may incur significant costs in complying
with current and new  legislation,  which could effect their  profitability  and
financial condition.

     ENFORCEMENT OF LIABILITIES

     Due  to  differences  in  legal  systems  and   difficulties  in  obtaining
jurisdiction  over  non-U.S.  residents,  an investor  may have more  difficulty
enforcing the civil liabilities  provisions of the U.S.  securities laws against

                                       10


non-U.S.  companies and their non-U.S. resident directors.  However, these risks
of  enforcement  difficulties  are  significantly  reduced  in  relation  to the
Company,  which is a foreign  investment company permitted to register under the
1940 Act  pursuant  to an order of the SEC.  As a condition  to  obtaining  such
order, the Company undertook certain measures to make it legally and practically
feasible for its shareholders to enforce liabilities against the Company and its
non-U.S.  directors  and  officers.  See  "Management  - Board of Directors  and
Management Custodians".

     CLOSED-END FUND

     The Company is a closed-end  investment  company  registered under the 1940
Act the  shares of which are or will be  listed on the New York  Stock  Exchange
("NYSE").  Shares  of  closed-end  investment  companies  frequently  trade at a
discount  from net asset value.  This  characteristic  of shares of a closed-end
investment  company  is a risk  separate  and  distinct  from the risk  that the
company's net asset value will decrease.

                          SHARE PRICE DATA (UNAUDITED)
                          ----------------------------

     Because  the  Company is newly  organized,  its  shares  have no history of
public  trading.  Shares of ASA Limited,  the investment  company the assets and
liabilities  of which the Company  intends to acquire  and assume,  trade on the
NYSE.  For the fiscal year ended  November  30, 2003,  trading in ASA  Limited's
shares  fluctuated  between  5.4% above net asset value and 9.5% below net asset
value.  On September 23, 2004,  the net asset value per share was $46.69 and the
market price per share was $41.04.  The following is a summary of public trading
of ASA Limited's shares:


                                                            PER SHARE
                          -------------------------------------------------------------------------------
                                                                                           PREMIUM
                                                                                        (DISCOUNT) TO
   QUARTER ENDED             NET ASSET VALUE                  MARKET PRICE              NET ASSET VALUE
   -------------             ---------------                  ------------              ---------------
                          HIGH             LOW             HIGH           LOW         HIGH          LOW
                                                                                 
      8/31/02             41.16           29.94            40.44         24.72       (15.0)        (6.5)
     11/30/02             38.28           31.58            35.01         27.50       (14.3)        (9.3)
      2/28/03             42.45           36.31            42.85         29.31         1.5         (9.5)
      5/31/03             37.48           32.61            38.92         31.76         5.4         (6.1)
      8/31/03             44.56           36.25            44.13         35.20         3.0         (3.6)
     11/30/03             51.54           44.57            48.00         40.13       (11.6)        (3.2)
      2/29/04             52.15           46.34            47.85         41.00       (14.0)        (8.7)
      5/31/04             50.48           38.28            43.68         33.47       (14.2)        (9.1)
      8/31/04             45.22           38.94            39.38         33.15       (15.3)        (9.9)


                                   MANAGEMENT
                                   ----------

     The  management of the business and control of the Company is vested in the
Board, which has the power to make all decisions and to exercise or delegate all
powers  of the  Company,  pursuant  to,  and in  compliance  with,  the  Bermuda

                                       11


Companies  Act of 1981,  as amended (the  "Bermuda  Act") and the  Memorandum of
Association and Bye-Laws of the Company.

     DIRECTORS
     ---------

     Ronald  L.  McCarthy,  James  G.  Inglis  and A.  Michael  Rosholt  are all
directors of the Company  resident in South Africa and with most of their assets
located in South Africa. The Company is permitted to register under the 1940 Act
by an order  of the  SEC.  As a  condition  of such  order,  a  majority  of the
Company's  Board of Directors and officers must be U.S.  citizens and residents,
and each Director and officer must enter into an agreement that provides,  among
other things,  that such Director or officer  consents to the  jurisdiction of a
United States or Bermuda court to enable the Company's  shareholders to maintain
actions  against its  directors  and officers for  violations  of the  Company's
Memorandum  of  Association  or  Bye-Laws,  the  1940  Act  and  the  rules  and
regulations  thereunder  and the agreements  and  undertakings  contained in the
Company's SEC order.

     In addition, each non-U.S.  director and officer must irrevocably designate
the Company's U.S.  custodian as an agent in the United States to accept service
of process.  See  "Management  -  Custodians."  The Company and its officers and
directors  have also  consented that full faith and credit be given by courts of
Bermuda to any final  judgment  or decree of a U. S.  court in such  enforcement
proceedings.

     PORTFOLIO MANAGEMENT
     --------------------

     The Company does not have an outside investment adviser. Robert J.A. Irwin,
Chairman,  Chief Executive Officer,  President,  Treasurer and a director of the
Company,  will be primarily  responsible  for the  day-to-day  management of the
Company's  portfolio.  Mr.  Irwin  currently is  primarily  responsible  for the
day-to-day management of ASA Limited's portfolio.  Mr. Irwin has been a director
of ASA Limited  since 1987,  Chairman of the Board of ASA Limited since 1993 and
the treasurer of ASA Limited since 1999.

     ADMINISTRATION
     --------------

     Kaufman,  Rossin & Co. PA, 2699 South  Bayshore  Drive,  Suite 500,  Miami,
Florida,  33133-5486,  will provide  accounting  services  for the Company.  The
duties  of  Kaufman  Rossin  include  the  daily  maintenance  of the  Company's
accounting records, the drafting of the monthly financial data for submission to
the management of the Company and the  compilation of the Company's  budgets and
cash flow  projections.

     LGN Associates,  P.O. Box 269, Florham Park, New Jersey 07932, will provide
shareholder  services for the Company.  In this capacity,  LGN  Associates  will
prepare  and  distribute  the  interim and annual  reports to  shareholders  and
provide weekly net asset value  information to various financial  services.  LGN
Associates will also perform required  administrative  services and will respond
to inquiries from shareholders and other parties regarding the Company.

                                       12


     Appleby Corporate  Services (Bermuda) Ltd.,  ("Appleby")  Canon's Court, 22
Victoria Street,  Hamilton HM12, Bermuda, acts as the Registered  Representative
of ASAB in Bermuda. The duties of Appleby include discharging the duties set out
in the  Bermuda  Companies  Act,  including  acting as agent for the  service of
process in Bermuda.


     CUSTODIANS AND TRANSFER AGENT
     -----------------------------

     JPMorgan Chase Bank, 3 Chase Metrotech Center,  Brooklyn,  New York, 11245,
will serve as the Company's custodian. In addition, the Company is authorized to
utilize  subcustodians in South Africa,  the United Kingdom,  Australia,  Japan,
Switzerland  and  Canada  under  certain  circumstances.  As of the date of this
Prospectus,  the Company has not approved  subcustodians  in the United Kingdom,
Australia, Japan, Switzerland or Canada.

     The Standard Bank of South Africa Limited, 5 Simmonds Street, Johannesburg,
South Africa, will serve as the Company's South African subcustodian.

     EquiServe Trust Company,  N.A., 525 Washington Boulevard,  Jersey City, New
Jersey 07310, will serve as the Company's transfer agent and dividend disbursing
agent.

     EXPENSES
     --------

     The principal  types of expenses for which the Company will be  responsible
are directors' fees and expenses,  salaries,  administrative expenses, custodian
fees,  transfer  agency fees,  professional  fees and  expenses,  insurance  and
shareholders' reports and proxy expenses.

     CONTROL PERSONS
     ---------------

     Until the Company  issues shares in connection  with the transfer of assets
and  liabilities of ASA Limited to the Company,  Robert J.A.  Irwin, as the sole
shareholder of the Company, will be a control person of the Company.

                               AUTHORIZED CAPITAL
                               ------------------

     The authorized  capital of the Company  consists  solely of ordinary shares
("common  shares").  Each share entitles the holder to one vote for the election
of  directors  and on all  other  matters.  Each  share  has an  equal  right to
participate in any dividend  declared and, in the event of  liquidation,  in the
assets of the  Company  after  payment of its  debts.  Shares are fully paid and
non-assessable. Shareholders have no preemptive rights or conversion privileges.

         (1)                 (2)             (3)                    (4)
                                         Amount Held        Amount Outstanding
       Title of            Amount        by Company         Exclusive of Amount
        Class            Authorized    for its Account        Shown Under (3)
        -----            ----------    ---------------        ---------------
Ordinary Shares - Par
Value U.S. $1.00           12,000*           0                       0


*Prior to  commencement  of  operations,  the Company  intends to  increase  its
authorized share capital to 9,600,000.

                                       13



                                      TAXES
                                      -----

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The Company is organized as an exempted limited liability company under the
laws of  Bermuda;  it will be  classified  for U.S.  federal  tax  purposes as a
corporation  and  will not  elect  to be  classified  otherwise.  As a  non-U.S.
corporation,  the Company cannot qualify as a regulated investment company under
the U.S.  Internal Revenue Code of 1986, as amended ("Code").  Accordingly,  any
dividends   the  Company   pays  will  be  taxable  to  its  U.S.   shareholders
("Shareholders")  as ordinary income and, for corporate  Shareholders,  will not
qualify for the dividends-received  deduction.  In addition, as described below,
the Company is a "passive  foreign  investment  company" for U.S. federal income
tax  purposes  (a  "PFIC").  As a result,  any  dividends  the  Company  pays to
individual  Shareholders will not qualify for the 15% maximum federal income tax
rate on "qualified  dividend income" received by individuals  (enacted under the
Jobs and Growth Tax Relief Reconciliation Act of 2003).

     For its taxable  years  December 1, 1963 through  November  30,  1987,  ASA
Limited  was  a  "foreign  investment  company"  for  U.S.  federal  income  tax
purposes.*  As a result,  a Shareholder  who held ASA Limited  shares during any
part of those  years  will be  subject to tax at  ordinary  income  rates on any
profit on a sale of those  shares to the  extent of the  Shareholder's  "ratable
share" of ASA Limited's earnings and profits accumulated for the period in those
years during which the Shareholder held those shares ("Share of E&P"). If such a
Shareholder's  profit on the sale of  shares  exceeds  his  Share of E&P,  then,
subject to the discussion below regarding ASA Limited's  taxable years beginning
after November 30, 1987, the Shareholder will be subject to tax on the excess at
long-term  capital gain rates  (generally,  15% for individual  Shareholders for
sales of shares through taxable years beginning before 2009).

     ASA Limited became a PFIC on December 1, 1987.  Shareholders  of a PFIC are
subject to highly complex tax rules with respect to gains on the  disposition of
PFIC stock,  PFIC  distributions and  undistributed  PFIC income.  The manner in
which these rules apply to a Shareholder  depends on whether the Shareholder (1)
elects to treat the PFIC as a "qualified  electing  fund" (a "QEF") with respect
to his Company shares,  (2) for the Shareholder's  taxable years beginning after
December 31, 1997, elects to "mark-to-market" his Company shares as of the close
of each taxable year or (3) makes neither election.

     In  general,  if a  Shareholder  does not make  either  election,  any gain
realized on the direct or indirect  disposition  of his Company  shares would be
treated as ordinary income. In addition,  the Shareholder would be subject to an
"interest  charge" on part of his tax  liability  with respect to that gain,  as
well as with  respect to  certain  "excess  distributions"  the  Company  makes.
Furthermore,  a Shareholder's  shares may be denied the benefit of any otherwise
applicable  increase  in tax  basis at  death.  Under  proposed  regulations,  a
"disposition" would include a U.S. taxpayer's becoming a nonresident alien.

--------------------
* Pursuant to the Company's  acquisition  of the assets,  and  assumption of the
liabilities, of ASA Limited (see, e.g., Item 8), the Company will succeed to the
latter's tax attributes for U.S. federal income tax purposes.  Accordingly,  all
references  in this  section to the  "Company"  include  ASA  Limited  where the
context permits or requires.

                                       14


     An "excess distribution" on Company shares is a distribution by the Company
for a taxable year that is more than 125% of the average  amount it  distributed
for the  three  preceding  taxable  years.**  If the  Company  makes  an  excess
distribution  in a  taxable  year,  a  Shareholder  who  has  not  made a QEF or
mark-to-market  election would be required to allocate the excess amount ratably
over the entire holding period for his shares.  That allocation  would result in
tax being payable at the highest applicable rate in the prior years to which the
distribution  is allocated  and interest  charges being imposed on the resulting
"underpayment" of taxes made in those years. In contrast, a distribution that is
not an  excess  distribution  would  be  taxable  to a  Shareholder  as a normal
dividend (see above), with no interest charge.

     If a  Shareholder  elects to treat the Company as a QEF with respect to his
interest therein for the first year he holds his shares during which the Company
is a PFIC (or who later makes a QEF election and also elects to treat his shares
generally  as if they were sold for their fair market  value on the first day of
the first  Company  taxable year for which the QEF election is  effective),  the
rules described in the preceding paragraphs generally would not apply.  Instead,
the electing Shareholder would include annually in his gross income his pro rata
share of the  Company's  ordinary  earnings  and net  capital  gain  (his  "QEF"
inclusion),  regardless of whether that income or gain was actually distributed.
A Shareholder who makes a valid QEF election will recognize  capital gain on any
profit from the actual sale of his Company shares held as capital assets, except
to the extent of his Share of E&P.

     Alternatively,  if a  Shareholder  makes  a  mark-to-market  election  with
respect to Company  shares for taxable  years  beginning on or after  January 1,
1998, the Shareholder  would be required  annually to report any unrealized gain
with respect to those shares as ordinary  income,  and any unrealized loss would
be permitted as an ordinary loss, but only to the extent of previous  inclusions
of ordinary income. Any gain the electing Shareholder subsequently realizes on a
disposition of his Company shares also would be treated as ordinary income,  but
the Shareholder  would not be subject to an interest charge on his resulting tax
liability.  Special  rules apply to a Shareholder  that held his Company  shares
prior  to the  first  taxable  year  for  which a  mark-to-market  election  was
effective.

     A Shareholder  with a valid QEF election in effect will not be taxed on any
distributions  the Company  makes to the extent of any QEF  inclusions,  but any
distributions out of accumulated  earnings and profits in excess thereof will be
treated as taxable dividends.  A Shareholder would increase the tax basis in his
Company  shares by the amount of any QEF inclusions and reduce that basis by any
distributions  to him  that  are  not  taxable  as  described  in the  preceding
sentence.  Special rules apply to Shareholders  who make a QEF election and wish
to defer the payment of tax on their annual QEF inclusions.

     Each  Shareholder  who desires QEF treatment must  individually  elect that
treatment.  A QEF election  must be made for the  Shareholder's  taxable year in
which or with which the Company's  taxable year ends and must be made by the due
date, with extensions,  of the Shareholder's  U.S. federal income tax return for

--------------------
** For example,  ASA Limited made annual  distributions of $.80 per share during
each of the taxable years ended November 30, 2003,  2002 and 2001.  Accordingly,
any  distribution  for the taxable year ending  November 30, 2004,  in excess of
$1.00 per share (125% of $.80) would be treated as an excess distribution.  (All
amounts in U.S. currency.)

                                       15


the taxable year for which the election is to apply. A QEF election is effective
for the  Shareholder's  taxable  year for  which  it is made and all  subsequent
taxable years and may not be revoked without the consent of the Internal Revenue
Service. Under U.S. Treasury Department  regulations,  a QEF election is made on
Internal  Revenue  Service Form 8621,  which must be completed and attached to a
timely  filed  income  tax  return  in which  the  Shareholder  reports  his QEF
inclusion for the year to which the election applies.  To allow  Shareholders to
make  QEF  elections  and  to  comply  with  the  applicable   annual  reporting
requirements,  the  Company  annually  will  provide  to  them  a  "PFIC  Annual
Information   Statement"   containing  certain  information  required  by  those
regulations.

     Special  rules  apply to U.S.  persons  who  hold  Company  shares  through
intermediate  entities or persons and to Shareholders who directly or indirectly
pledge their shares, including those in a margin account.

     Ordinarily,  the tax basis that is obtained by a transferee  of property on
the death of the  property's  owner is  adjusted to the  property's  fair market
value on the date of death (or alternate  valuation date). If a Shareholder dies
owning  Company  shares with respect to which he did not elect QEF treatment (or
elected such treatment  after the first year in which he owned Company shares in
which it was a PFIC and did not elect to recognize gain as described above), the
transferee of those shares will not be entitled to adjust the tax basis therein.
In that case, the transferee  generally will take a basis in the shares equal to
the Shareholder's  basis therein  immediately before his death. If a Shareholder
dies owning  Company shares for which a valid QEF election was in effect for all
taxable years in the Shareholder's holding period during which the Company was a
PFIC (or the shareholder elected to treat the shares as if sold on the first day
of the Company's  first taxable year for which the QEF election was  effective),
then the basis increase  generally  will be available  unless the holding period
for his shares began on or before  November 30,  1987.  In the latter case,  any
otherwise  applicable basis increase  generally will be reduced to the extent of
the Shareholder's Share of E&P.

     DUE TO THE  COMPLEXITY  OF  THE  APPLICABLE  TAX  RULES,  SHAREHOLDERS  ARE
STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISERS  CONCERNING THE IMPACT OF THESE
RULES ON THEIR INVESTMENT IN THE COMPANY AND ON THEIR INDIVIDUAL SITUATIONS.

     BERMUDA TAX CONSIDERATIONS

     At the date of this disclosure,  there is no Bermuda income, corporation or
profits tax,  withholding  tax,  capital gains tax, capital transfer tax, estate
duty or inheritance tax payable by the Company or its  shareholders,  other than
any shareholders  ordinarily resident in Bermuda.  The Company is not subject to
stamp duty on the issue, transfer or redemption of its shares.

     The Company has applied for and received an  undertaking  from the Minister
of Finance of Bermuda  dated May 5, 2003,  under the Exempted  Undertakings  Tax
Protection  Act,  1966,  as  amended,  that if there is enacted  in Bermuda  any
legislation  imposing  any (i) tax  computed  on  profits  or  income,  (ii) tax
computed on any capital assets,  gain or appreciation or (iii) tax in the nature
of estate duty or  inheritance  tax, such tax shall not until March 28, 2016, be
applicable  to the Company or to any of its  operations,  shares,  debentures or
other  obligations  except  insofar as such tax  applies  to persons  ordinarily

                                       16


resident in Bermuda and holding such shares,  debentures or other obligations of
the Company or any land leased or let to the Company.

     As an exempted company, the Company is liable to pay the Bermuda Government
an annual  registration  fee based on its  authorized  share  capital,  which is
currently US$1,780.

     PROSPECTIVE  PURCHASERS  SHOULD  CONSULT LEGAL ADVISERS IN THE COUNTRIES OF
THEIR CITIZENSHIP, RESIDENCE AND DOMICILE TO DETERMINE THE POSSIBLE TAX OR OTHER
CONSEQUENCES OF PURCHASING,  HOLDING AND REDEEMING COMPANY SHARES UNDER THE LAWS
OF THOSE COUNTRIES.

     SOUTH AFRICAN TAX CONSIDERATIONS

     If the  reorganization  is completed by November 30, 2004, the deferred tax
liability for South African capital gains tax ("CGT") will be eliminated and the
deferred  tax  liability  will be  reversed  which will result in an increase to
unrealized appreciation on investments in the financial statements. As of August
31, 2004, the financial statements reflected a CGT liability of $6,830,581.

                           DIVIDEND REINVESTMENT PLAN

     EquiServe  Trust  Company,  N.A.  ("EquiServe")  will be engaged to offer a
dividend reinvestment plan to the Company's shareholders ("Plan").  Shareholders
must  elect  to  participate  in the  Plan  by  signing  an  authorization.  The
authorization  appoints  EquiServe  as agent to  apply  to the  purchase  of the
Company's  shares in the open market (i) all cash dividends  (after deduction of
the service charge  described  below) that become payable to such participant on
the  Company's  shares  (including  shares  registered  in his name  and  shares
accumulated  under the Plan) and (ii) any voluntary  cash payments ($50 minimum,
$3,000 maximum per dividend  period)  received from such  participant  within 30
days prior to the then-current dividend's payment date.

     For  the  purpose  of  making  purchases,  EquiServe  will  commingle  each
participant's  funds with those of all other participants in the Plan. The price
per  share of  shares  purchased  for each  participant's  account  shall be the
average price (including brokerage  commissions and any other costs of purchase)
of all shares  purchased in the open market with the funds  available  from that
dividend and any voluntary cash payments being concurrently  invested. Any stock
dividends  or split  shares  distributed  on  shares  held in the  Plan  will be
credited to the participant's account.

     For each participant,  a service charge of 5% of the combined amount of the
participant's  dividend  and  any  voluntary  cash  payment  being  concurrently
invested, up to a maximum charge of $2.50 per participant, will be deducted (and
paid to EquiServe) prior to purchase of shares. Participant sales of shares held
by  EquiServe  in the  Plan  are  subject  to a fee of  $10.00  plus  applicable
brokerage commissions deducted from the proceeds of the sale. Additional nominal
fees are charged by EquiServe  for specific  Plan  participant  requests such as
requests  for  information  regarding  share cost basis  detail in excess of two
prior years and for replacement Form 1099 reports older than three years.

     Participation in the Plan may be terminated by a participant at any time by
written instructions to EquiServe. Upon termination,  a participant will receive
(1) a certificate for the full shares credited to his or her account,  unless he
or she requests the sale of all or part of such shares,  and (2) an amount equal
to the current  market  value for any  fractional  shares  then  credited to the
account.

     Dividends a participant  reinvests under the Plan will generally be treated
for U.S. federal income tax purposes in the same manner as dividends paid to the
participant  in cash.  The amount of the service  charge is deductible  for U.S.

                                       17


federal income tax purposes,  subject to limitations.  See "Taxes - U.S. Federal
Income Tax  Considerations"  for more information  regarding U.S. federal income
tax  consequences to Shareholders of an investment in Company shares,  including
the effect of its status as a PFIC.

     A shareholder participating in the Plan may not hold his or her shares in a
"street name" brokerage account.

     Additional  information  regarding the Plan may be obtained from  EquiServe
Dividend Reinvestment Plan, 150 Royall Street, Canton, MA 02021. Information may
also be  obtained by calling  EquiServe's  Shareholder  Contact  Center at (781)
575-2723 between 8:30 a.m. and 7 p.m., Eastern Time, Monday through Friday.

                                     PART B
                                     ------

     Part B of this  Registration  Statement  should be read in conjunction with
Part A. Capitalized terms used in this Part B and not otherwise defined have the
meanings given them in Part A of this Registration Statement.

                       INVESTMENT OBJECTIVES AND POLICIES
                       ----------------------------------

     In addition to the  policies  described  in Part A, the Company has adopted
the following additional investment policies,  which may be changed by the Board
without  shareholder  approval in compliance with applicable law,  regulation or
regulatory policy.

     (1)  INVESTING  FOR CONTROL OF  MANAGEMENT.  The Company will not invest in
companies for the purpose of exercising control of management.

     (2)  PORTFOLIO   TURNOVER  POLICY.  The  Company  will  purchase  and  sell
securities  from  time to  time  as it  considers  advisable  to be in the  best
interest of its shareholders and not for trading purposes.

                                   MANAGEMENT
                                   ----------

          The name,  address,  positions  held with the  Company  and  principal
occupations  during the past five years of the Company's  officers and directors
are set forth  below.  The  Company  consists  of a single  portfolio,  which is
overseen by the Board of Directors.

                                       18



                               POSITION HELD, TERM OF    PRINCIPAL OCCUPATION
    NAME, ADDRESS(1)           OFFICE (2) AND LENGTH          DURING THE
        AND AGE                   OF TIME SERVED            PAST FIVE YEARS           OTHER DIRECTORSHIPS
        ------                    --------------            ---------------           -------------------
                                                                          
INTERESTED DIRECTORS*:

Robert J.A. Irwin, 77         Chairman of the Board,    Chairman of the Board of   Director of ASA Limited;
                              Treasurer and Director    ASA Limited since 1993,    Former director,
                              since 2003; President     Treasurer since 1999;      President and Chief
                              and Chief Executive       Director since 1987        Executive Officer of
                              Officer since 2004                                   Niagara Share Corporation

Chester A. Crocker, 62        Director since 2004;      James R. Schlesinger       Director of:  ASA
                              Assistant Secretary       Professor of Strategic     Limited; Universal
                              since 2004                Studies, School of         Corporation, First
                                                        Foreign Service,           Africa Holdings Ltd. and
                                                        Georgetown University,     Modern Africa Growth &
                                                        President of Crocker       Income Fund (private
                                                        Group (consultants)        equity fund); Good
                                                                                   Governance Group, Ltd.,
                                                                                   Chairman and Director of
                                                                                   United States Institute
                                                                                   of Peace

Ronald L. McCarthy, 71        Director since 2004;      Director and Managing      Director of ASA Limited
                              Assistant Treasurer       Director of ASA Limited
                              since 2004                since 1988; South
                                                        African Secretary of ASA
                                                        Limited since 2001
INDEPENDENT DIRECTORS**:

Henry R. Breck, 67            Director since 2004       Chairman and director of   Director of ASA Limited
                                                        Ark Asset Management       and Butler Capital Corp.
                                                        Co., Inc. (registered
                                                        investment adviser)

Harry M. Conger, 73           Director since 2004       Chairman and CEO           Director of ASA Limited
                                                        Emeritus of Homestake      and Apex Silver Mines
                                                        Mining Company             (silver mining company).

Joseph C. Farrell, 68         Director since 2004       Former Chairman,           Director of ASA Limited,
                                                        President and CEO of The   Universal Corporation
                                                        Pittston Company           and Skyline Airways, Inc.

James G. Inglis, 59           Director since 2004       Chairman of Melville       Director of ASA Limited
                                                        Douglas Investment         and Harding
                                                        Management (pty) Ltd.      International Investments

                                                      19




                               POSITION HELD, TERM OF    PRINCIPAL OCCUPATION
    NAME, ADDRESS(1)           OFFICE (2) AND LENGTH          DURING THE
        AND AGE                   OF TIME SERVED            PAST FIVE YEARS           OTHER DIRECTORSHIPS
        ------                    --------------            ---------------           -------------------
                                                                          
Malcolm W. MacNaught, 67      Director since 2004       Former Vice President      Director of ASA Limited
                                                        and Portfolio Manager at   and Meridian Gold
                                                        Fidelity Investments       Corporation

Robert A. Pilkington, 59      Director since 2004       Investment banker and      Director of ASA Limited
                                                        Managing Director of UBS   and Avocet Mining PLC
                                                        Securities, LLC or
                                                        predecessor companies
                                                        since 1985

A. Michael Rosholt, 83        Director since 2004       Chairman of the National   Director of ASA Limited;
                                                        Business Initiative        Former Chairman of
                                                        (South Africa), a          Barlow Rand Limited
                                                        non-profit organization    (financial, industrial
                                                                                   and mining corporation)

OTHER OFFICER

Paul K. Wustrack, Jr., 61     Secretary and Chief       Assistant U.S. Secretary
                              Compliance Officer        of ASA Limited
                              since 2004                since 2002, Chief
                                                        Compliance Officer since
                                                        2004; prior thereto
                                                        Special Counsel,
                                                        Phillips, Lytle,
                                                        Hitchcock, Blaine &
                                                        Huber LLP

-------------------
(1)  The address for each director is c/o LGN Associates, PO Box 269, Florham Park, NJ 07932.
(2)  Each director of the Company serves as such until the next annual general meeting of shareholders.
*    An  "interested  person" of the  Company,  as such term is defined in the 1940 Act,  by reason of being an
     officer of the Company.
**   A director that is not an "interested person" of the Company.


     Messers.  McCarthy,  Inglis and Rosholt are residents of South  Africa.  As
required by the SEC,  each of these  non-U.S.  resident  directors has appointed
JPMorgan Chase Bank, 3 Chase Metrotech Center,  Brooklyn,  NY, to accept service
of process.

     The Board  has an Audit  Committee,  a  Compensation  Committee,  an Ethics
Committee and a Nominating  Committee.  The Audit  Committee  acts pursuant to a
written charter and is responsible  for overseeing the Company's  accounting and
financial  reporting  policies,  practices  and  internal  controls.  The  Audit
Committee  currently consists of Messrs.  MacNaught  (Chairman),  Pilkington and
Rosholt.  The responsibilities of the Audit Committee include overseeing (a) the
Company's  accounting and financial  reporting  policies and practices,  (b) the
Company's  internal  controls and procedures and (c) the integrity,  quality and
objectivity of the Company's  financial  statements  and the audit thereof.  The
Audit  Committee  is  directly   responsible  for  the  selection   (subject  to
ratification   by  a  majority  of  the   independent   directors   and  by  the

                                       20


shareholders), compensation, oversight and, when appropriate, termination of the
Company's independent registered public accounting firm.

     The  current  members of the  Compensation  Committee  are  Messrs.  Conger
(Chairman), Inglis and Pilkington. The function of the Compensation Committee is
to make  recommendations  regarding the compensation of officers and the fees of
directors  of the  Company.  The  current  members of the Ethics  Committee  are
Messrs.  Farrell  (Chairman),  Breck and  Crocker.  The  function  of the Ethics
Committee is to ensure  compliance by the  directors,  officers and other access
persons with the Company's Code of Ethics and Rule 17j-l under the 1940 Act. The
current members of the Nominating Committee are Messrs.  Pilkington  (Chairman),
Conger and Rosholt.  The  Nominating  Committee is responsible  for  identifying
qualified candidates for the Board.


                                  COMPENSATION

     Each non-South  African director  receives an annual fee of $20,000 for his
services  as a  director  and a fee of $1,500  for each  Board  meeting  that he
attends in person and  $1,000  for each Board  meeting he attends by  telephone.
Each South African director receives the rand equivalent of $20,000 as an annual
fee for his  services as a director and the rand  equivalent  of $2,000 for each
Board meeting that he attends.  In addition,  directors receive a meeting fee of
$1,000 for each committee  meeting attended  (whether in person or by telephone)
during  the year.  The  Chairman  of the Audit  Committee  receives  $3,000  for
attendance at each Audit Committee meeting that he attends.  The Company pays to
any retired director who served as a director of the Company or its predecessor,
ASA Limited,  for at least twelve years an annual  retainer  equal to 75% of the
annual  directors'  fee from time to time in effect.  Directors  retiring  after
attaining  the age of 70 are  entitled  to such  retainer  for  life;  directors
retiring  prior to  attaining  such age are  entitled to such  retainer  for the
lesser of life or the number of years they served as a director.

     Because the Company has not completed  its first fiscal year,  compensation
is estimated.


                                                          PENSION OR RETIREMENT         ESTIMATED            TOTAL
                                       AGGREGATE           BENEFITS ACCRUED AS       ANNUAL BENEFIT      COMPENSATION
      NAME OF PERSON                  COMPENSATION          PART OF COMPANY              UPON            FROM COMPANY
        & POSITION                    FROM COMPANY            EXPENSES                RETIREMENT(3)    PAID TO DIRECTOR
        ----------                    ------------            -----------             -------------    ----------------
                                                                                             
INTERESTED DIRECTORS:


Robert J.A. Irwin, Chairman,           $325,000                  (1)                  $15,000(2)         $25,000
Chief Executive Officer,
President, Treasurer and
Director

Chester A. Crocker,                     $28,000                   --                  $15,000            $28,000
Assistant Secretary and
Director

Ronald L. McCarthy,                    $100,000                   --                  $15,000            $28,000
Assistant Treasurer and
Director

                                                           21




                                                          PENSION OR RETIREMENT         ESTIMATED            TOTAL
                                       AGGREGATE           BENEFITS ACCRUED AS       ANNUAL BENEFIT      COMPENSATION
      NAME OF PERSON                  COMPENSATION          PART OF COMPANY              UPON            FROM COMPANY
        & POSITION                    FROM COMPANY            EXPENSES(1)             RETIREMENT(2)    PAID TO DIRECTOR
        ----------                    ------------            -----------             -------------    ----------------
                                                                                              
INDEPENDENT DIRECTORS:


Henry R. Breck,                         $29,000                    --                   $15,000            $29,000
Director

Harry M. Conger,                        $25,000                    --                   $15,000            $25,000
Director

Joseph C. Farrell,                      $29,000                    --                   $15,000            $29,000
Director

James G. Inglis,                        $29,000                    --                   $15,000            $29,000
Director

Malcolm W. MacNaught                    $35,000                    --                   $15,000            $35,000
Director

Robert A. Pilkington                    $30,000                    --                   $15,000            $30,000
Director

A. Michael Rosholt                      $32,000                    --                   $15,000            $32,000
Director

Paul K. Wustrack, Jr.                   $80,000(4)
Chief Compliance Officer
and Secretary
--------------------

(1)  In 1994,  the Company  entered into a  supplemental  non-qualified  pension
     agreement with its Chairman.  Under the terms of the agreement, the Company
     agreed to credit  $25,000  per year for five years,  beginning  December 1,
     1993, to a Supplemental Pension Account with interest credited at an annual
     rate of 3.5%.  The Board of Directors  approved  increases in the amount of
     the annual  credit as  follows:  $28,125 in May 1990;  $31,250 in  February
     2002;  $45,000 in March 2003 and $55,000 in February 2004. As a result, the
     Company  recorded an expense  amount of $41,562 for the year ended November
     30, 2003.  The Company has also recorded an asset in the amount of $145,000
     related to the retirement  obligation liability of $315,900 at November 30,
     2003.

(2)  The  amount  shown for Mr.  Irwin  includes  only the  retirement  benefits
     payable to him as a director  and not the amounts  payable to him under the
     supplemental pension agreement for his benefit by the Company.

(3)  All directors  qualify to receive  retirement  benefits if they have served
     ASAB  or  its  predecessor,  ASA,  for  at  least  twelve  years  prior  to
     retirement. The amount shown for each director is the total benefits, which
     are, or would be payable to such person  assuming  such director had served
     twelve years as of November 30, 2003.

(4)  The amount shown for Mr. Wustrack's compensation does not include any bonus
     compensation.

     Until the Company  issues shares in connection  with the transfer of assets
and  liabilities of ASA Limited to the Company,  Robert J.A.  Irwin, as the sole
shareholder of the Company, will be a control person of the Company.

                          CUSTODIANS AND TRANSFER AGENT
                          -----------------------------

     JPMorgan Chase Bank, 3 Chase Metrotech  Center,  Brooklyn,  New York 11245,
will  serve as the  Company's  custodian.  The  Standard  Bank of  South  Africa
Limited,  5  Simmonds  Street,  Johannesburg,  South  Africa,  will serve as the
Company's South African subcustodian.

     EquiServe Trust Company,  N.A., 525 Washington Boulevard,  Jersey City, New
Jersey 07310,  will serve as the Company's  transfer  agent as well as agent for
the Plan relating to its shares.

                                       22


                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  ---------------------------------------------

     Ernst & Young LLP, 5 Times Square, New York, New York, 10036, will serve as
the Company's  independent  registered  public  accounting  firm.  Ernst & Young
provides audit and tax related  services,  and assistance  and  consultation  in
connection with the review of the Company's filings with the SEC.

                               BROKERAGE PRACTICES
                               -------------------

     The Company has not  commenced  operations  and has not paid any  brokerage
commissions.

     In effecting  securities  transactions,  the Company will generally seek to
obtain  the best  price and  execution  of  orders.  Commission  rates,  being a
component  of price,  are  considered  along with  other  relevant  factors.  In
selecting  brokers,  the Company will  consider the quality and  reliability  of
brokerage services,  including execution capability,  performance, and financial
responsibility,  and may  consider  research  and other  investment  information
provided by those brokers.

                                   TAX STATUS
                                   ----------

     See Part A.


                              FINANCIAL STATEMENTS
                              --------------------

     The Company has no operating  history and only nominal assets.  The Company
intends to acquire all the assets and assume all the liabilities of ASA Limited.
The tables below represent the audited  financial  statements of ASA Limited for
its fiscal year ended  November 30, 2003 and for the six-month  period ended May
31, 2004.


FISCAL YEAR ENDED NOVEMBER 30, 2003

SCHEDULE OF INVESTMENTS
(NOTE 1)
November 30, 2003
-------------------------------------------------------------------------------------------------------------------------
                                                                     Number of                           Percent of Net
     Name of Company                                                    Shares    Market Value                   Assets
-------------------------------------------------------------------------------------------------------------------------
                                                                                                       
     ORDINARY SHARES OF GOLD MINING COMPANIES

     AUSTRALIAN GOLD MINES
     Newcrest Mining Limited -ADRs                                   3,000,000     $28,500,000                   5.8%
-------------------------------------------------------------------------------------------------------------------------
                                                                                    28,500,000                    5.8
-------------------------------------------------------------------------------------------------------------------------
     UNITED STATES GOLD MINES
     Newmont Mining Corporation                                        520,368      25,050,516                    5.1
-------------------------------------------------------------------------------------------------------------------------
                                                                                    25,050,516                    5.1
-------------------------------------------------------------------------------------------------------------------------
     SOUTH AFRICAN GOLD MINES
     Anglogold Limited                                               2,389,894     114,544,340                   23.2
     Avgold Limited                                                  2,671,230       4,178,605                     .8
     Gold Fields Limited                                            10,344,977     142,407,297                   28.8
-------------------------------------------------------------------------------------------------------------------------

                                                           23




-------------------------------------------------------------------------------------------------------------------------
                                                                                                       
     Harmony Gold Mining Company Limited                                 1,336          21,150                     --
     Harmony Gold Mining Company Limited - ADRs                      2,166,400      34,294,112                    6.8

-------------------------------------------------------------------------------------------------------------------------
                                                                                   295,445,504                   59.6
-------------------------------------------------------------------------------------------------------------------------
     CANADIAN GOLD MINES
     Barrick Gold Corporation                                          730,000      16,308,200                    3.3
     Placer Dome Incorporated                                        1,065,312      19,335,413                    3.9
-------------------------------------------------------------------------------------------------------------------------
                                                                                    35,643,613                    7.2
-------------------------------------------------------------------------------------------------------------------------
     SOUTH AMERICAN GOLD MINES
     Compania de Minas Buenaventura - ADRs                             900,000      26,199,000                    5.3
-------------------------------------------------------------------------------------------------------------------------
                                                                                   410,838,633                   83.0
-------------------------------------------------------------------------------------------------------------------------
     ORDINARY SHARES OF OTHER COMPANIES

     SOUTH AFRICAN MINING
     Anglo American PLC                                              1,280,000      27,281,392                    5.5
     Anglo American Platinum Corporation Limited                       820,500      35,168,123                    7.1
     Impala Platinum Holdings Limited                                  262,700      24,656,497                    5.0
-------------------------------------------------------------------------------------------------------------------------
                                                                                    87,106,012                   17.6
-------------------------------------------------------------------------------------------------------------------------
     Total investments                                                             497,944,645                  100.6
-------------------------------------------------------------------------------------------------------------------------
     CASH AND OTHER ASSETS LESS LIABILITIES                                        (3,160,556)                   (.6)
-------------------------------------------------------------------------------------------------------------------------
     Net assets                                                                   $494,784,089                 100.0%
---------------------------------------------------------- -------------------- -----------------------------------------

There is no assurance  that the valuations at which the Company's  investments  are carried could be realized upon sale.

The notes to the financial statements form an integral part of these statements.

                                                           24




STATEMENTS OF ASSETS AND LIABILITIES
---------------------------------------------------------------------------------------------------------------------
                                                                          November 30, 2003      November 30, 2002
 ASSETS
---------------------------------------------------------------------------------------------------------------------
                                                                                                
Investments, at market value (Note I)
  Gold mining companies -
    Cost $125,445,039 in 2003
      $120,148,921 in 2002                                                     $410,838,633           $253,534,199
  Other companies -
    Cost $26,678,003 in 2003 and 2002                                            87,106,012             63,462,990
---------------------------------------------------------------------------------------------------------------------
                                                                                497,944,645            316,997,189
---------------------------------------------------------------------------------------------------------------------
Cash                                                                              6,864,615              8,225,357
Dividends and interest receivable                                                   175,216                138,999
Other assets                                                                        177,852                 31,885
---------------------------------------------------------------------------------------------------------------------
Total assets                                                                    505,162,328            325,393,430
---------------------------------------------------------------------------------------------------------------------
LIABILITIES
---------------------------------------------------------------------------------------------------------------------
Accounts payable and accrued liabilities                                            612,977                289,074
Payable for securities purchased                                                  1,027,362                     --
Current year South African tax liability                                            121,313                219,954
Deferred South African tax liability                                              8,616,587              3,461,175
---------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                10,378,239              3,970,203
---------------------------------------------------------------------------------------------------------------------
NET ASSETS (SHAREHOLDERS' INVESTMENT)                                           494,784,089            321,423,227
---------------------------------------------------------------------------------------------------------------------
Ordinary (common) shares R 0.25 nominal (par) value
  Authorized: 24,000,000 shares
  Issued and Outstanding:  9,600,000 shares                                       3,360,000              3,360,000
Share premium  (capital surplus)                                                 27,489,156             27,489,156
Undistributed net investment income                                              59,083,301             58,663,135
Undistributed net realized (loss) from foreign currency                        (48,181,979)            (51,220,869)
transactions                                                                    115,112,525            115,112,525
Undistributed net realized gain from investments                                337,205,016            166,709,091
Net unrealized appreciation on investments
Net unrealized appreciation on translation of assets                                716,070              1,310,189
  and liabilities in foreign currency
---------------------------------------------------------------------------------------------------------------------
Net assets                                                                     $494,784,089           $321,423,227
---------------------------------------------------------------------------------------------------------------------
Net assets per share                                                                 $51.54                 $33.48
---------------------------------------------------------------------------------------------------------------------

The closing  price of the Company's  shares on the New York Stock  Exchange was $47.16 and $30.06 on November 30, 2003
and 2002, respectively.

The notes to the financial statements form an integral part of these statements.

                                                          25




STATEMENTS OF OPERATIONS

Years ended November 30, 2003 and 2002
---------------------------------------------------------------------------------------------------------------------
                                                                                       2003                   2002
---------------------------------------------------------------------------------------------------------------------
                                                                                                

Investment income
   Dividend income                                                              $10,947,308            $10,423,088
   Interest income                                                                  704,772                499,036
---------------------------------------------------------------------------------------------------------------------
         Total investment income                                                 11,652,080             10,922,124
---------------------------------------------------------------------------------------------------------------------
Expenses
   Shareholders' report and proxy expenses                                          112,387                103,129
   Directors' fees and expenses                                                     462,872                538,420
   Salaries and benefits                                                            468,678                297,796
   Other administrative expenses                                                    442,500                373,250
   Transfer agent, registrar and custodian                                          127,291                107,433
   Professional fees and expenses                                                 1,023,897                511,274
   Insurance                                                                        144,417                104,595
   Contributions                                                                    117,619                 80,793
   Other                                                                            347,267                311,444
---------------------------------------------------------------------------------------------------------------------
         Total expenses                                                           3,256,928              2,428,134
---------------------------------------------------------------------------------------------------------------------
   Net investment income before South African tax                                 8,395,152              8,493,990
   South African tax                                                               (294,986)              (376,213)
---------------------------------------------------------------------------------------------------------------------
   Net investment income                                                          8,100,166              8,117,777
---------------------------------------------------------------------------------------------------------------------
Net realized gain from investments
   Proceeds from sales                                                                   --             13,409,630
   Cost of securities sold                                                               --             (8,399,743)
   South African tax                                                                     --                (71,956)
---------------------------------------------------------------------------------------------------------------------
Net realized gain from investments                                                       --              4,937,931
---------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from foreign currency transactions
   Investments                                                                           --             (9,832,299)
   Foreign currency                                                               1,399,249                505,300
   South African tax refund (tax)                                                 1,639,641             (1,515,713)
---------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from foreign currency transactions                       3,038,890            (10,842,712)
---------------------------------------------------------------------------------------------------------------------
Net increase in unrealized appreciation on investments
   Balance, beginning of year                                                   170,170,266             53,028,160
   Balance, end of year                                                         345,821,603            170,170,266
---------------------------------------------------------------------------------------------------------------------
Increase                                                                        175,651,337            117,142,106
Deferred South African tax                                                       (5,155,412)            (3,461,175)
---------------------------------------------------------------------------------------------------------------------
Net increase in unrealized appreciation from investments                        170,495,925            113,680,931
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in unrealized appreciation on translation of
   assets and liabilities in foreign currency                                      (594,119)               743,200
South African tax benefit                                                                --              1,521,577
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in unrealized appreciation on translation of
   assets and liabilities in foreign currency                                      (594,119)             2,264,777
---------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain from investments and foreign
   currency transactions                                                        172,940,696            110,040,927
---------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations                           $181,040,862           $118,158,704
---------------------------------------------------------------------------------------------------------------------

The notes to the financial statements form an integral part of these statements.

                                                          26




STATEMENTS OF SURPLUS AND STATEMENTS OF CHANGES IN NET ASSETS

Years ended November 30. 2003 and 2002

---------------------------------------------------------------------------------------------------------------------
STATEMENTS OF SURPLUS                                                          November 30,           November 30,
                                                                                       2003                  2002
---------------------------------------------------------------------------------------------------------------------
                                                                                                
Share premium (capital surplus)
   Balance, beginning and end of year                                            $27,489,156           $27,489,156
---------------------------------------------------------------------------------------------------------------------
Undistributed net investment income
   Balance, beginning of year                                                   $58,663,135            $58,225,358
   Net investment income for the year                                             8,100,166              8,117,777
   Dividends paid                                                                (7,680,000)            (7,680,000)
---------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                         $59,083,301            $58,663,135
---------------------------------------------------------------------------------------------------------------------
Undistributed net realized (loss) from
  foreign currency transactions
   Balance, beginning of year                                                  $(51,220,869)          $(40,378,157)
   Net realized gain (loss) for the year                                          3,038,890            (10,842,712)
---------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                        $(48,181,979)           $(51,220,869)
---------------------------------------------------------------------------------------------------------------------
Undistributed net realized gain from investments
   (Computed on identified cost basis)
   Balance, beginning of year                                                  $115,112,525           $110,174,594
   Net realized gain for the year                                                        --              4,937,931
---------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                        $115,112,525           $115,112,525
---------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments
   Balance, beginning of year                                                  $166,709,091            $53,028,160
   Net increase for the year                                                    170,495,925            113,680,931
---------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                        $337,205,016           $166,709,091
---------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on
  translation of assets and liabilities in foreign currency
   Balance, beginning of year                                                    $1,310,189              $(954,588)
   Net unrealized appreciation (depreciation)
     for the year                                                                  (594,119)             2,264,777
---------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                            $716,070             $1,310,189
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS                                                    2003                   2002
---------------------------------------------------------------------------------------------------------------------
Net investment income                                                            $8,100,166             $8,117,777
Net realized gain from investments                                                       --              4,937,931
Net realized gain (loss) from foreign currency
   transactions                                                                   3,038,890            (10,842,712)
Net increase in unrealized appreciation on investments                          170,495,925            113,680,931
Net unrealized appreciation (depreciation) on translation of assets
   and liabilities in foreign currency                                             (594,119)             2,264,777
---------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations                            181,040,862            118,158,704
Dividends paid                                                                   (7,680,000)            (7,680,000)
---------------------------------------------------------------------------------------------------------------------
Net increase in net assets                                                      173,360,862             110,478,704
Net assets, beginning of year                                                   321,423,227             210,944,523
---------------------------------------------------------------------------------------------------------------------
Net assets, end of year                                                        $494,784,089           $321,423,227
---------------------------------------------------------------------------------------------------------------------

The notes to the financial statements form an integral part of these statements.

                                                          27



NOTES TO FINANCIAL STATEMENTS

Years ended November 30, 2003 and 2002

1    SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES.  The following is a summary of
the Company's significant accounting policies:

A.   INVESTMENTS

Security  transactions  are recorded on the respective  trade dates.  Securities
owned are reflected in the  accompanying  financial  statements at quoted market
value.  The  difference  between  cost and  current  market  value is  reflected
separately as net unrealized  appreciation  from  investments.  The net realized
gain or loss from the sale of securities is  determined on the  identified  cost
basis.

     Quoted  market value of those shares  traded  represents  the last recorded
sales price on the financial statement date, or the mean between the closing bid
and asked prices of those  securities not traded on that date. In the event than
a mean price  cannot be computed  due to the absence of either a bid or an asked
price,  then the bid price plus 1% or the ask price less 1%, as  applicable,  is
used.

     There is no assurance that the valuation at which the Company's investments
are carried could be realized upon sale.

 B.  EXCHANGE GAINS AND LOSSES

The Company records  exchange gains and losses in accordance with the provisions
of the American Institute of Certified Public Accountants  Statement of Position
93-4,  Foreign  Currency  Accounting and Financial  Statement  Presentation  for
Investment  Companies  ("SOP").  The SOP  requires  separate  disclosure  in the
accompanying  financial  statements  of net  realized  gain (loss) from  foreign
currency   transactions,   and  inclusion  of  unrealized  gain  (loss)  on  the
translation of currency as pan of net unrealized appreciation  (depreciation) on
translation of assets and liabilities in foreign currency.

C.   SECURITY TRANSACTIONS AND INVESTMENT INCOME

During the year ended  November 30, 2003 there were no sales of  securities  and
purchases of securities  amounted to $5,296,118.  During the year ended November
30,  2002  sales  of  securities  amounted  to $  13,409,639  and  purchases  of
securities  amounted  to  $19,129,051.   Dividend  income  is  recorded  on  the
ex-dividend  date (the date on which the securities  would be sold  ex-dividend)
net of withholding  taxes, if any.  Interest income is recognized on the accrual
basis.

D.   DISTRIBUTIONS TO SHAREHOLDERS

Dividends to shareholders are recorded on the ex-dividend date.

E.   USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses for the period. Actual results could differ from those estimates.

2    TAX STATUS OF THE COMPANY. Pursuant to the South African Income Tax Act, as
amended,  the Company is subject to tax on dividends received from sources other
than South  Africa.  In  addition,  in terms of the  residence  based  system of
taxation, beginning with the fiscal year ended November 30, 2002, the Company is
subject  to tax on  interest  earned on cash  deposits.  A  provision  for South
African  taxes of $294,986 and $376,213 for these items has been included in the

                                       28


accompanying  financial  statements for the fiscal years ended November 30, 2003
and November 30, 2002, respectively.

     In  addition,  the Company had  previously  provided  for and paid taxes on
foreign exchange gains.  However,  the Company was assessed by the South African
Revenue  Service  ("SARS")  on the basis  that it is exempt  from tax on foreign
exchange  gains and in November  2003,  after the  completion  of a refund audit
performed by SARS, the Company  received a refund in respect of the  overpayment
of tax in the amount of $1,639,641, plus interest.

     A tax  provision of -0- and $71,956 has been  included in the  accompanying
financial  statements  for realized  capital gains during the fiscal years ended
November  30, 2003 and November  30,  2002,  respectively.  Also, a deferred tax
liability  of  $8,616,587  and  $3,461,175  has  been  included  for  the tax on
unrealized  capital gains on securities  for the fiscal years ended November 30,
2003 and November 30, 2002. respectively.

     SARS has held that,  effective  October 1, 2001, the Company became subject
to a tax on capital  gains  realized  since that date on the  disposal  of South
African and foreign securities.  However,  after numerous  representations  with
SARS as well as the  Treasury  Department,  the Company has been  successful  in
negotiating relief from this tax. On December 17, 2003, the South African Income
Tax Act of 1962 was amended by the Revenue  Laws  Amendment  Bill 71 of 2003 and
signed into law by the President of South Africa.  This  amendment  provides the
Company with an exemption from the Capital Gains Tax until November 30, 2004.

     The Company  has  commenced  actions  necessary  to  relocate  its place of
business to Bermuda before the expiration of its exemption.  (Sec Note 5.) While
it is management's intention to complete this relocation before the November 30,
2004  expiration  date,  no assurance can be given that all  conditions  will be
satisfied.  Therefore,  the  Company  will  continue to provide  deferred  South
African tax on unrealized capital gains on securities subsequent to November 30,
2003.

     The reporting for financial statement purposes of distributions made during
the fiscal year from net investment income or net realized gains may differ from
their ultimate  reporting for U.S. federal income tax purposes.  The differences
are  caused  primarily  by the  separate  line  items  reporting  for  financial
statement  purposes of foreign  exchange gains or losses.  See the annual report
additional tax information for United States shareholders.

3    CURRENCY EXCHANGE.  There are exchange control regulations  restricting the
transfer of funds from South Africa.  In 1958 the South African Reserve Bank, in
the exercise of its powers under such regulations,  advised the Company that the
exchange control  authorities would permit the Company to transfer to the United
States in dollars  both the  Company's  capital  and its gross  income,  whether
received as dividends or as profits on the sale of  investments,  at the current
official  exchange rate prevailing from time to time.  Future  implementation of
exchange   control   policies   could  be   influenced   by  national   monetary
considerations that may prevail at any given time.

4    RETIREMENT  PLANS.  Effective  April 1, 1989,  the  Company  established  a
defined contribution plan (the "Plan") to replace its previous pension plan. The
Plan covers all full-time  employees.  The Company will  contribute  15% of each
covered  employee's  salary to the Plan. The Plan provides for immediate vesting
by the  employee  without  regard to length of  service.  During the years ended
November 30, 2003 and 2002 there were no covered  employees  under the plan and,
consequently, no retirement expense was incurred.

     In 1994,  the Company  entered into a  supplemental  non-qualified  pension
agreement  with its  Chairman,  Under the terms of the  agreement,  the  Company
agreed to credit $25,000 per year for five years, beginning December 1, 1993, to
a Supplemental Pension Account with interest credited at an annual rate of 3.5%.

     The Board of  Directors  approved  increases  in the  amount of the  annual
credit as follows:  $28,125 in May 1999; $31,250 in February 2002 and $45,000 in
March 2003. As a result, the Company has recorded expense amounts of $41,562 and
$29,688  for  the  years  ended   November  30,  2003  and  November  30,  2002,
respectively.

     The  Company  has an  asset  in  the  amount  of  $145,000  related  to the
retirement obligation liability of $315,900 as of November 30, 2003.

                                       29


5    COMPANY  REORGANIZATION.  The Company  announced earlier this year that, in
view of its tax situation,  it had filed an application  for an exemptive  order
with the Securities  and Exchange  Commission to permit the Company to move from
the  Republic of South  Africa to the  Commonwealth  of Bermuda by  reorganizing
itself into a newly formed company  incorporated in Bermuda.  The move would not
involve any material change in the Company's investment policies. The relocation
to Bermuda is subject to a number of  conditions,  including  (1)  receiving the
requested  relief from the  Securities  and Exchange  Commission;  (2) receiving
approval  to list the  shares of the new  Bermuda  company on the New York Stock
Exchange and (3) satisfying shareholder approval requirements.  No assurance can
be given that these conditions will be satisfied.

     In   connection   with  the   reorganization,   the  Company  has  incurred
approximately  $575,000 in legal and other  professional fees as of November 30,
2003.

6    COMMITMENTS.  The Company's lease for office space in Johannesburg  expired
in February  2003. The Company has renewed the lease for a two year period at an
annual cost of approximately $55,000.

                                       30



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and the Board of
Directors of ASA Limited:

     We have audited the  accompanying  statements of assets and  liabilities of
ASA Limited  (incorporated  in the Republic of South  Africa) as of November 30,
2003 and 2002,  including the schedule of  investments  as of November 30, 2003,
and the related  statements  of  operations,  surplus and changes in net assets,
financial highlights and supplementary  information for each of the two years in
the period ended  November  30,  2003.  These  financial  statements,  financial
highlights and supplementary information are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements,  financial  highlights and  supplementary  information  based on our
audits. The financial  highlights for years presented prior to November 30, 2002
were audited by other auditors who have ceased operations and whose report dated
December  18,  2001  expressed  an  unqualified   opinion  on  those   financial
highlights.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the  audits  to  obtain   reasonable   assurance  about  whether  the  financial
statements,  financial  highlights  and  supplementary  information  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  financial
highlights  and   supplementary   information.   Our  procedures   included  the
confirmation  of  securities  owned  as  of  November  30,  2003  and  2002,  by
correspondence with the custodians and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

     In  our  opinion,  the  financial  statements,   financial  highlights  and
supplementary  information  referred to above  present  fairly,  in all material
respects,  the  financial  position of ASA  Limited as of November  30, 2003 and
2002, the results of its operations,  the surplus and changes in its net assets,
financial highlights and supplementary  information for each of the two years in
the period  then ended,  in  conformity  with  accounting  principles  generally
accepted in the United States.

Ernst & Young LLP
New York, N.Y., U.S.A.

                                       31


Ernst & Young
Johannesburg, SA

December 23, 2003



                                             FINANCIAL STATEMENTS (CONTINUED)

                                          SEMI-ANNUAL PERIOD ENDED MAY 31, 2004

SCHEDULE OF INVESTMENTS
(NOTE 1)

May 31, 2004
                                                                        Number of     Market Value        Percent of
            Name of Company                                             Shares                            Net Assets
       ---------------------------------------------------------------------------------------------------------------
                                                                                                      
            ORDINARY SHARES OF GOLD MINING COMPANIES
       ---------------------------------------------------------------------------------------------------------------
            AUSTRALIAN GOLD MINES
            Newcrest Mining Limited -ADRs                                  3,000,000        $27,630,000          6.7%
       ---------------------------------------------------------------------------------------------------------------
            UNITED STATES GOLD MINES
            Newmont Mining Corporation                                       520,368         20,663,813           5.0
       ---------------------------------------------------------------------------------------------------------------
            SOUTH AFRICAN GOLD MINES
            Anglogold Limited                                              2,389,894         83,636,131          20.3
            Gold Fields Limited                                            9,704,977        114,834,568          27.7
            Harmony Gold Mining Company Limited                              292 459          3,523,828            .9
            Harmony Gold Mining Company Limited - ADRs                     2,166,400         25,953,472           6.3
       ---------------------------------------------------------------------------------------------------------------
                                                                                            227,947,999          55.2
       ---------------------------------------------------------------------------------------------------------------
            CANADIAN COLD MINES
            Barrick Gold Corporation                                         730,000         15,089,100           3.7
            Placer Dome                                                    1,065,312         16,608,214           4.0
            Incorporated
       ---------------------------------------------------------------------------------------------------------------
                                                                                             31,697,314           7.7
       ---------------------------------------------------------------------------------------------------------------
            SOUTH AMERICAN GOLD MINES
            Compania de Minas Buenaventura - ADRs                            900,000         21,087,000           5.1
       ---------------------------------------------------------------------------------------------------------------
                                                                                            329,026,126          79.7
       ---------------------------------------------------------------------------------------------------------------
            ORDINARY SHARES OF OTHER COMPANIES
       ---------------------------------------------------------------------------------------------------------------
            SOUTH AFRICAN MINING
            Anglo American PLC                                             1,280,000         27,110,509           6.6
            Anglo American Platinum Corporation                              820,500         30,552,691           7.4
            Limited                                                          262,700         19,354,072           4.7
            Impala Platinum Holdings Limited                               1,950,000          6,285,416           1.5
            Mvelaphanda Resources Limited
       ---------------------------------------------------------------------------------------------------------------
                                                                                             83,302,688          20.2
       ---------------------------------------------------------------------------------------------------------------
            Total investments (Cost - $151,159,299)                                         412,328,814          99.9
       ---------------------------------------------------------------------------------------------------------------
            CASH AND OTHER ASSETS LESS LIABILITIES                                               46,838            .1
       ---------------------------------------------------------------------------------------------------------------
            Net assets                                                                     $412,375,652        100.0%

There is no assurance that the valuations at which the Company's investments are carried could be realized upon sale.

The notes to the financial statements form an integral part of these statements.

                                                           32




                                          STATEMENTS OF ASSETS AND LIABILITIES


----------------------------------------------------------------------------------------------------------------------
ASSETS                                                                            May 31, 2004           May 31, 2003
----------------------------------------------------------------------------------------------------------------------
                                                                                                   
Investments, at market value (Note I)
         Gold mining companies -
     Cost $117,577,016 in 2004
          $121,354,720 in 2003                                                    $329,026,126           $278,511,105
         Other companies -
     Cost $33,582,283 in 2004
         $26,678,003 in 2003                                                        83,302,688             63,406,199
----------------------------------------------------------------------------------------------------------------------
                                                                                   412,328,814            341,917,304
----------------------------------------------------------------------------------------------------------------------
Cash (Includes foreign cash of $4,633,317 and $497,790)                              5,653,497              9,537,910

Dividends and interest receivable                                                      139,910                146,103

Other assets                                                                           260,760                 86,588
----------------------------------------------------------------------------------------------------------------------
Total assets                                                                       418,382,981            351,687,905
----------------------------------------------------------------------------------------------------------------------
LIABILITIES
----------------------------------------------------------------------------------------------------------------------
Accounts payable and accrued liabilities                                               493,205                403,136
Current South African tax liability (benefit)                                         (16,817)                 76,576
Deferred South African tax liability                                                 5,530,941              3,453,238
----------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                    6,007,329              3,932,950
----------------------------------------------------------------------------------------------------------------------
NET ASSETS (SHAREHOLDERS' INVESTMENT)                                             $412,375,652           $347,754,955
Ordinary (common) shares R0.25 nominal (par) value
  Authorized: 24,000,000 shares
  Issued and Outstanding: 9 600 000 shares                                         $ 3,360,000            $ 3,360,000
Shore premium 1 (capital surplus)                                                   27,489,156             27,489,156
Undistributed net investment income                                                 58,153,100             60,737,729
Undistributed net realized (loss) from foreign currency transactions              (55,009,385)            (49,874,418)
Undistributed net realized gains from investments                                  122,131,967            115,112,525
Net unrealized appreciation on investments                                         255,638,574            190,431,343
Net unrealized appreciation on translation of assets
  and liabilities in foreign currency                                                  612,240                498,620
----------------------------------------------------------------------------------------------------------------------
Net assets                                                                        $412,375,652           $347,754,955
----------------------------------------------------------------------------------------------------------------------
Net assets per share                                                                    $42.96                 $36.22
----------------------------------------------------------------------------------------------------------------------

The closing price of the Company's shares on the New York Stock Exchange was $37.64 and $35.90 on May 31, 2004 and 2003,
respectively.

The notes to the financial statements form an integral part of these statements.

                                                           33




STATEMENTS OF OPERATIONS

                                                                                      Six months ended
----------------------------------------------------------------------------------------------------------------------
                                                                                  May 31, 2004           May 31, 2003
----------------------------------------------------------------------------------------------------------------------
                                                                                                   
Investment income
   Dividend income                                                                 $ 3,369,822            $ 6,133,508
   Interest income                                                                      97,578                337,327
----------------------------------------------------------------------------------------------------------------------
         Total investment income                                                     3,467,400              6,470,835
----------------------------------------------------------------------------------------------------------------------
Expenses
   Shareholders' report and proxy expenses                                              87,540                111,199
   Directors' fees and expenses                                                        317,613                281,447
   Salaries and benefits                                                               300,850                246,871
   Other administrative expenses                                                       373,454                331,500
   Transfer agent, registrar and custodian                                              58,335                 75,118
   Professional fees and expenses                                                      216,796                205,679
   Insurance                                                                            72,081                 76,127
   Other                                                                               171,564                188,300
----------------------------------------------------------------------------------------------------------------------
   Total expenses                                                                    1,598,233              1,516,241
----------------------------------------------------------------------------------------------------------------------
   Net investment income before South African tax benefit                            1,869,167              4,954,594
   South African tax benefit                                                            80,632                   ----
----------------------------------------------------------------------------------------------------------------------
   Net investment income                                                             1,949,799              4,954,594
----------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) from investments
   and foreign currency transactions
Net realized gain from investments
   Proceeds from sales                                                               8,403,634                   ----
   Cost of securities sold                                                           1,384,192                   ----
----------------------------------------------------------------------------------------------------------------------
Net realized gain from investments                                                   7,019,442                   ----
----------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from foreign currency transactions
   Investments                                                                      (6,872,264)                  ----
   Foreign currency transactions                                                        44,858              1,346,451
----------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from foreign currency transactions                         (6,827,406)             1,346,451
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in unrealized appreciation on investments
   Balance, beginning of year                                                      345,821,603            170,170,266
   Balance, end of year                                                            261,169,515            193,884,581

----------------------------------------------------------------------------------------------------------------------
Increase (Decrease)                                                                (84,652,088)            23,714,315
Change in Deferred South African tax liability                                       3,085,646                  7,937
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in unrealized appreciation from                            (81,566,442)            23,722,252
   investments
----------------------------------------------------------------------------------------------------------------------
Net (decrease) in unrealized appreciation
   on translation of assets and liabilities in foreign currency                       (103,830)              (811,569)
----------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) from investments and
   foreign                                                                         (81,478,236)            24,257,134
   and foreign currency transactions
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   $(79,528,437)          $ 29,211,728
----------------------------------------------------------------------------------------------------------------------

The notes to the financial statements form an integral part of these statements.

                                                           34




STATEMENTS OF SURPLUS AND STATEMENTS OF CHANGES IN NET ASSETS

                                                                                          Six months ended
----------------------------------------------------------------------------------------------------------------------
STATEMENTS OF SURPLUS                                                             May 31, 2004           May 31, 2003
----------------------------------------------------------------------------------------------------------------------
                                                                                                   
Share premium (capital surplus)
   Balance, beginning and end of year                                              $27,489,156            $27,489,156
----------------------------------------------------------------------------------------------------------------------
Undistributed net investment income
   Balance, beginning of year                                                      $59,083,301            $58,663,135
   Net investment income for the year                                                1,949,799              4,954,594
   Dividends paid                                                                   (2,880,000)            (2,880,000)
----------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                            $55,153,100            $60,737,729
----------------------------------------------------------------------------------------------------------------------
Undistributed net realized (loss) from foreign currency transactions
   Balance, beginning of year                                                     $(48,181,979)          $(51,220,869)
   Net realized gain (loss) for the year                                            (6,827,406)             1,346,451
----------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                           $(58,009,385)          $(49,874,418)
----------------------------------------------------------------------------------------------------------------------
Undistributed net realized gain from investments
   (Computed on identified cost basis)
   Balance, beginning of year                                                     $115,112,525           $115,112,525
   Net realized gain for the year                                                    7,019,442                    ---
----------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                           $122,131,967           $115,112,525
----------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments
   Balance, beginning of year                                                     $337,205,016           $166,709,091
   Net increase (decrease) for the year                                            (81,566,442)            23,722,252
----------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                           $255,638,574           $190,431,343
----------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on
  translation of assets and liabilities in foreign currency
   Balance, beginning of year                                                         $716,070             $1,310,189
   Net unrealized (depreciation) for the period                                       (103,830)              (811,569)
----------------------------------------------------------------------------------------------------------------------
   Balance, end of year                                                               $612,240               $498,620
----------------------------------------------------------------------------------------------------------------------

                                                                                          Six months ended
----------------------------------------------------------------------------------------------------------------------
Statements of changes in net assets                                               May 31, 2004           May 31, 2003
----------------------------------------------------------------------------------------------------------------------
Net investment income                                                               $1,949,799             $4,954,594
Net realized gain from investments                                                   7,019,442                    ---
Net realized gain (loss) from foreign currency transactions                         (6,827,406)             1,346,451
Net increase (decrease) in unrealized appreciation on investments                  (81,566,442)            23,722,252
Net (decrease) in unrealized appreciation (depreciation) on                           (103,830)              (811,569)
translation of assets
  and liabilities in foreign currency
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                    (79,528,437)            29,211,728
Dividends paid                                                                      (2,880,000)            (2,880,000)
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets                                              (82,408,437)            26,331,728
Net assets, beginning of year                                                      494,784,089            321,423,227
----------------------------------------------------------------------------------------------------------------------
Net assets, end of year                                                           $412,375,652           $347,754,955

The notes to the financial statements form an integral part of these statements.

                                       35



                          NOTES TO FINANCIAL STATEMENTS

                     SIX MONTHS ENDED MAY 31, 2004 AND 2003

1    SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES.  The following is a summary of
the Company's significant accounting policies:

A.   INVESTMENTS

Portfolio  securities  are generally  valued at the last reported sales price on
the last  trading  day of the  period,  or the mean  between the closing bid and
asked prices of those  securities  not traded on that date.  In the event that a
mean price  cannot be  computed  due to the  absence of either a bid or an asked
price,  then the bid price plus 1% or the ask price less 1%, as  applicable,  is
used.  Securities for which current market  quotations are not readily available
are valued at their fair value as  determined in good faith by, or in accordance
with procedures adopted by, the Company's Board of Directors.

     The  difference  between cost and current value is reflected  separately as
net unrealized appreciation (depreciation) on investments. The net realized gain
or loss from the sale of securities is  determined  for account  purposes on the
identified cost basis.

     There  is  no  assurance   (that  the  valuation  at  which  the  Company's
investments are carried could be realized upon sale.

B.   EXCHANGE GAINS AND LOSSES

The Company records  exchange gains and losses in accordance with the provisions
of the American Institute of Certified Public Accountants  Statement of Position
93-4,  Foreign  Currency  Accounting and Financial  Statement  Presentation  for
Investment  Companies  ("SOP").  The SOP  requires  separate  disclosure  in the
accompanying  financial  statements  of net  realized  gain (loss) from  foreign
currency   transactions,   and  inclusion  of  unrealized  gain  (loss)  on  the
translation of currency as part of net unrealized appreciation (depreciation) on
translation of assets and liabilities in foreign currency.

C.   SECURITY TRANSACTIONS AND INVESTMENT INCOME

During  the six  months  ended May 31,  2004  sales of  securities  amounted  to
$8,403,634 and purchases of securities  amounted to  $7,292,714.  During the six
months  ended May 31, 2003 there were no sales of  securities  and  purchases of
securities amounted to $1,205,799.

Dividend  income  is  recorded  on the  ex-dividend  date (the date on which the
securities would be sold ex-dividend) net of withholding taxes, if any. Interest
income is recognized on the accrual basis.

D.   DISTRIBUTIONS TO SHAREHOLDERS

Dividends to shareholders arc recorded on the ex-dividend date.

E.   USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses for the period. Actual results could differ from those estimates.

F.   BASIS OF PRESENTATION

The financial statements are presented in United States dollars.

                                       36


Certain prior year amounts in the  accompanying  financial  statements have been
reclassified to conform with current year presentation.

2    TAX STATUS OF THE COMPANY. Pursuant to the South African Income Tax Act, as
amended,  the Company is subject to tax on dividends received from sources other
than South Africa.  In addition,  beginning  with the fiscal year ended November
30, 2002, the Company is subject to tax on interest  earned on cash deposits.  A
tax benefit for South  African  taxes of $80,632 and a tax provision of $-0- for
these items have been included in the accompanying  financial statements for the
six months ended May 31, 2004 and May 31, 2003, respectively.

     The Company had previously  provided for and paid taxes on foreign exchange
gains.  However,  the Company was assessed by the South African  Revenue Service
("SARS") on the basis that it is exempt from tax on foreign  exchange  gains and
in November 2003,  after the completion of a refund audit performed by SARS, the
Company  received a refund in respect of the overpayment of tax in the amount of
$1,639,641, plus interest.

     In addition to the  foregoing  taxes,  ASA currently is exempt from certain
other taxes in South Africa.  Such exemption,  however,  expires on November 30,
2004.  Following  that date ASA will  become  subject to the  Capital  Gains Tax
"CGT") and the Secondary Tax on Companies ("STC") in South Africa.

     The CGT is assessed at an effective rate of 15% on most gains realized by a
corporation  on the sale of an  investment.  No  provision  for the CGT has been
included in the  accompanying  financial  statements for realized  capital gains
during the six months  ended May 31, 2004 as a result of the  Company's  current
exemption.  A deferred  tax  liability of  $5,530,941  and  $3,453,238  has been
included  for the CGT on  unrealized  capital  gains on  securities  for the six
months ended May 31, 2004 and May 31, 2003, respectively.

     The STC is  assessed  at the  rate of  12.5%  on the  amount  of  dividends
distributed to shareholders, after a deduction for dividends received or accrued
by a  corporation  from South  African  companies  during the relevant  dividend
period or cycle.  Effective  January 1,  2003,  the STC  applies to  liquidation
distributions to shareholders of capital gains  attributable to the period after
October 1, 2001,  with an offset for the capital  gains tax paid on these gains.
The Company currently is exempt from the STC on the types of dividends discussed
above.

     The Company has commenced  actions  necessary to relocate to Bermuda before
the expiration of its exemption.  See Note 5. While it is management's intention
to complete this  relocation  before the November 30, 2004  expiration  date, no
assurance  can be given that all  conditions  will be  satisfied by November 30,
2004.  If the  Company is unable to relocate  to Bermuda  prior to November  30,
2004,  the  Company's  Board of Directors  will decide what action,  if any, the
Company  should take.  The Company  could decide to remain in South Africa after
November 30, 2004,  in which case the  above-described  taxes would apply to the
Company in the normal course of  conducting  its  business.  Alternatively,  the
Company  could decide to relocate to Bermuda  after  November 30, 2004, in which
case the  Company  would  incur a tax  liability  at the time of the  relocation
estimated  at  approximately  $25  million,  based  on the  Company's  financial
statements as of May 31, 2004.

     The reporting for financial statement purposes of distributions made during
the fiscal year from net investment income or net realized gains may differ from
their ultimate  reporting for U.S. federal income tax purposes.  The differences
are  caused  primarily  by the  separate  line  items  reporting  for  financial
statement  purposes of foreign  exchange  gains or losses.  See the  semi-annual
report for additional tax information for United States shareholders.

3    CURRENCY EXCHANGE.  There are exchange control regulations  restricting the
transfer of funds from South Africa.  In 1958 the South African Reserve Bank, in
the exercise of its powers under such regulations,  advised the Company that the
exchange control  authorities would permit the Company to transfer to the United
States in dollars  both the  Company's  capital  and its gross  income,  whether
received as dividends or as profits on the sale of  investments,  at the current
official  exchange rate prevailing from time to time.  Future  implementation of
exchange   control   policies   could  be   influenced   by  national   monetary
considerations that may prevail at any given time.

                                       37


4    RETIREMENT  PLANS.  Effective  April 1, 1989,  the  Company  established  a
defined  contribution  plan (the  "Retirement  Plan") to  replace  its  previous
pension plan. The Retirement  Plan covers all full-time  employees.  The Company
will contribute 15% of each covered  employee's  salary to the Retirement  Plan.
The  Retirement  Plan  provides for  immediate  vesting by the employee  without
regard to length of service.  During the six months ended May 31, 2004 and 2003,
there were no covered employees under the Retirement Plan and  consequently,  no
retirement expense was incurred.

     In 1994,  the Company  entered into a  supplemental  non-qualified  pension
agreement  with its  Chairman.  Under the terms of the  agreement,  the  Company
agreed to credit $25,000 per year for five years, beginning December 1, 1993, to
a Supplemental Pension Account with interest credited at an annual rate of 3.5%.

     The Board of  Directors  approved  increases  in the  amount of the  annual
credit as follows:  $28,125 in May 1999; $31,250 in February 2002 and $45,000 in
March 2003 and $55,000 in February  2004. As a result,  the Company has recorded
expense amounts of $25,833 and $19,051 for the six months ended May 31, 2004 and
May 31, 2003, respectively.

     The  Company  has an  asset  in  the  amount  of  $150,750  related  to the
retirement  obligation  liability  including  interest of $349,635 as of May 31,
2004.

5    COMPANY  REORGANIZATION.  The Company announced in early 2003 that, in view
of its tax situation,  it had filed an application  for an exemptive  order with
the U.S.  Securities and Exchange  Commission to permit the Company to move from
the  Republic of South  Africa to the  Commonwealth  of Bermuda by  reorganizing
itself into a newly formed company  incorporated in Bermuda.  The move would not
involve any material change in the Company's investment policies. The relocation
to Bermuda is subject to a number of  conditions,  including  (1)  receiving the
requested  relief from the  Securities  and Exchange  Commission;  (2) receiving
approval  to list the  shares of the new  Bermuda  company on the New York Stock
Exchange and (3) satisfying shareholder approval requirements.  No assurance can
be given that these conditions will be satisfied.

     In   connection   with  the   reorganization,   the  Company  has  incurred
approximately $750,000 in legal and other professional fees as of May 31, 2004.

6    CONCENTRATION RISK. Under normal  circumstances,  over 50% of the Company's
assets will be invested in equity securities of companies conducting, as a major
portion of their business,  gold mining and related  activities in South Africa.
The Company also invests in securities of companies  engaged in other businesses
in South Africa, including the mining of other precious metals. In addition, the
Company  invests a portion of its assets in  securities  of companies  operating
outside of South Africa in extractive  and related  activities,  including  gold
mining.  The Company is,  therefore,  subject to gold and precious metal related
risks as well as risks related to investing in South Africa including political,
economic,  regulatory,  currency  fluctuation  and foreign  exchange risks. As a
result of industry  consolidation,  the Company current is invested in a limited
number of  securities  and thus holds  large  positions  in certain  securities.
Because  the  Company's  investments  are  concentrated  in a limited  number of
securities of companies involved in the mining of gold and other precious metals
and  related  activities,  the net asset  value of the Company may be subject to
greater volatility than that of a more broadly diversified investment company.

7    COMMITMENTS.  The Company's lease for office space in Johannesburg  expired
in February 2003. The Company has renewed the lease for a two-year  period at an
annual cost of approximately $55,000.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of ASA Limited:

     We have audited the  accompanying  statements of assets and  liabilities of
     ASA Limited  (incorporated  in the Republic of South  Africa) as of May 31,
     2004 and 2003,  including the schedule of  investments  as of May 31, 2004,

                                       38


     and the related statements of operations, surplus and changes in net assets
     and  supplementary  information  for the six months  ended May 31, 2004 and
     2003 and the financial highlights for the six months ended may 31, 2004 and
     May 31,  2003  and the  years  ended  November  30,  2003 and  2002.  These
     financial  statements,  financial highlights and supplementary  information
     are the responsibility of the Company's  management.  Our responsibility is
     to express an opinion on these financial  statements,  financial highlights
     and supplementary information based on our audits. The financial highlights
     for years  presented  prior to  November  30,  2002 were  audited  by other
     auditors who have ceased  operations  and whose  report dated  December 18,
     2001 expressed an unqualified opinion on those financial highlights.



     We  conducted  our audits in  accordance  with the  standards of the Public
     Accounting Oversight Board (United States). Those standards require that we
     plan and perform the audit to obtain reasonable assurance about whether the
     financial   statements  and  financial  highlights  are  free  of  material
     misstatement.  An  audit  includes  examining,  on a test  basis,  evidence
     supporting  the  amounts  and  disclosures  in  the  financial  statements,
     financial highlights and supplementary information. Our procedures included
     the  confirmation  of  securities  owned as of May 31,  2004 and  2003,  by
     correspondence  with the  custodian.  An audit also includes  assessing the
     accounting principles used and significant estimates made by management, as
     well as evaluating the overall financial statement presentation. We believe
     that our audits provide a reasonable basis for our opinion.



     In  our  opinion,  the  financial  statements,   financial  highlights  and
     supplementary information referred to above present fairly, in all material
     respects,  the  financial  position  of ASA  Limited as of May 31, 2004 and
     2003, the results of its  operations,  its surplus,  the changes in its net
     assets,  and  supplementary  information  for each of the six month periods
     then ended and the  financial  highlights  for the six months ended May 31,
     2004 and 2003 and the years ended  November 30, 2003 and 2002 in conformity
     with U.S. generally accepted accounting principles.





Ernst & Young LLP
New York, N.Y., U.S.A.

Ernst & Young
Johannesburg, SA

July 16, 2004

                                       39

                                     PART C

                                OTHER INFORMATION


ITEM 24.        FINANCIAL STATEMENTS AND EXHIBITS

(1)   FINANCIAL STATEMENTS:

     The  financial  statements  of ASA Limited and report by Ernst & Young LLP,
New York, New York,  independent  registered  public accounting firm and Ernst &
Young, Johannesburg, South Africa, independent auditors, are included in Part B.


(2)   EXHIBITS:

      (a)    Memorandum of Association - Filed herewith.

      (b)    Bye-Laws - Filed herewith.

      (c)    Voting Trust Agreement -- Not applicable.

      (d)    Instruments Defining the Rights of Security Holders - See Exhibit
             2(b).

      (e)    Dividend Reinvestment Plan - To be filed by Amendment.

      (f)    Instrument Defining the Rights of Long-Term Debt -- Not applicable.

      (g)    Investment Advisory Contract -- Not applicable.

      (h)    Distribution Contract -- Not applicable.

      (i)    Form of Pension Arrangements-- To be filed by Amendment.

      (j)(1) Form of Custodian Contract - Filed herewith.

      (j)(2) Subcustodian Contract - Filed herewith.

      (k)(1) Form of Shareholder Services Contract - Filed herewith.

      (k)(2) Form of Accounting Services Agreement--Filed herewith.

      (k)(3) Form of Transfer Agency Contract-- To be filed by Amendment.

      (k)(4) Form of Administrative Services Agreement--Filed herewith.

      (l)    Opinion of Counsel -- Not applicable.


                                      C-1


      (m)    Copies of Consent to Service of Process by Non-Resident Directors
             -To be filed by Amendment.

      (n)(1) Consent of Ernst & Young LLP, New York, New York - Filed herewith.

      (n)(2) Consent  of  Ernst &  Young,  Johannesburg,  South  Africa  - Filed
             herewith.

      (o)    Financial Statements omitted from Items 8.6 or 23 - Not applicable.

      (p)    Letter of Investment Intent -- Not applicable.

      (q)    Model Retirement Plan -- Not applicable.

      (r)    Code of Ethics Pursuant to Rule 17j-1 - Filed herewith.

ITEM 25.    MARKETING ARRANGEMENTS

      Not applicable.

ITEM 26.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

      Not applicable.

ITEM 27.    PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

      Not applicable.

ITEM 28.    NUMBER OF HOLDERS OF SECURITIES

                                                NUMBER OF RECORD HOLDERS
      TITLE OF CLASS                            AS OF OCTOBER 1, 2004
      --------------                            ------------------------

      Ordinary Shares                                    One


ITEM 29.    INDEMNIFICATION

      Reference is hereby made to Sections 103 to 107 and Section 151 of the
Registrant's Bye-Laws, filed as Exhibit 2(b) to this Registration Statement.

      The Company's directors and officers will be insured under an errors and
omissions liability insurance policy.

ITEM 30.    BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

      Not applicable.

                                      C-2


ITEM 31.    LOCATION OF ACCOUNTS AND RECORDS

      Accounts, books and other records required by Rules 31a-1 and 31a-2 under
the Investment Company Act of 1940, as amended, will be maintained and held in
the offices of the Company's custodian, JPMorgan Chase Bank, 3 Chase Metrotech
Center, Brooklyn, NY 11245, except that the Company's corporate records (its
Memorandum of Association, Bye-Laws, register of members and directors and
minutes of the meetings of its Board of Directors and general meetings of
shareholders) will be maintained at the offices of Appleby Corporate Services
(Bermuda) Ltd., Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda.

ITEM 32.    MANAGEMENT SERVICES

      Other than as set forth in Parts A and B of this Registration Statement,
the Company is not a party to any management-related service contract.

ITEM 33.    UNDERTAKINGS

      Not applicable.






                                      C-3



                                   SIGNATURES

      Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant, ASA (Bermuda) Limited, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Buffalo and State of New York, on the 5th day of
October, 2004.

                               ASA (BERMUDA) LIMITED

                               By:/s/ Robert J.A. Irwin
                                  --------------------------------
                                      Robert J. A. Irwin
                                      President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.



Signature                             Title                        Date
---------                             -----                        ----

/s/ Robert J.A. Irwin        Chairman of the Board, Director,    October 5, 2004
---------------------        President, Chief Executive Officer
Robert J.A. Irwin            and Treasurer

Chester A. Crocker*          Assistant Secretary and
                                     Director

Ronald L. McCarthy*          Assistant Treasurer and
                                     Director

Henry R. Breck*                      Director

Harry M. Conger*                     Director

Joseph C. Farrell*                   Director

James G. Inglis*                     Director

Malcolm W. MacNaught*                Director

Robert A. Pilkington*                Director

A. Michael Rosholt* Director

*By   /s/ Robert J.A. Irwin
      ---------------------
      Robert J.A. Irwin
      Attorney-in-Fact

Date: October 5, 2004


                                      C-4


                                POWER OF ATTORNEY


The undersigned directors of ASA (Bermuda) Limited, a Bermudian exempted limited
liability company ("ASAB"), do hereby constitute and appoint Robert J. A. Irwin,
the true and lawful attorney and agent of the undersigned, with full power of
substitution, to do any and all acts and things and execute any and all
instruments that said attorney or agent may deem necessary or advisable or which
may be required to enable ASAB to comply with the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and any rules,
regulations, or requirements of the Securities and Exchange Commission ("SEC"),
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign in the name and on behalf of the undersigned
directors, ASAB's Registration Statements on Form N-2 and Form N-14 and any
amendments thereto, and to file with the SEC such Registration Statements and
all amendments thereto and any other instruments or documents filed as part of
or in connection with said Registration Statements or amendments; and the
undersigned do hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue thereof.


      IN WITNESS WHEREOF, the undersigned directors have subscribed these
presents as of this 27th day of September, 2004.

                                    /s/ Henry R. Breck
                                    ------------------
                                    Henry R. Breck

                                    /s/ Harry M. Conger
                                    -------------------
                                    Harry M. Conger

                                    /s/ Chester A. Crocker
                                    ----------------------
                                    Chester A. Crocker

                                    /s/ Joseph C. Feller
                                    --------------------
                                    Joseph C. Farrell

                                    /s/ James G. Inglis
                                    -------------------
                                    James G. Inglis

                                    /s/ Malcolm W. MacNaught
                                    ------------------------
                                    Malcolm W. MacNaught

                                    /s/ Ronald L. McCarthy
                                    ----------------------
                                    Ronald L. McCarthy

                                    /s/ Robert A. Pilkington
                                    ------------------------
                                    Robert A. Pilkington

                                    /s/ A. Michael Rosholt
                                    ----------------------
                                    A. Michael Rosholt


                                      C-5


                                  EXHIBIT INDEX


   Exhibit    Document Description
   -------    --------------------

  (a)         Memorandum of Association

  (b)         Bye-Laws

  (j)(1)      Form of Custodian Contract

  (j)(2)      Subcustodian Contract

  (k)(1)      Form of Shareholder Services Contract

  (k)(2)      Form of Accounting Services Agreement

  (k)(4)      Form of Administrative Services Agreement

  (n)(1)      Consent of Ernst & Young LLP, New York, New York

  (n)(2)      Consent of Ernst & Young, Johannesburg, South Africa

  (r)         Code of Ethics Pursuant to Rule 17j-1






                                      C-6