Mail Stop 3561
								June 20, 2006

Via Fax & U.S. Mail

Mr. William Guzik
Senior Vice President and Chief Financial Officer
1300 Arlington Heights Road
Itasca, Illinois 60143

Re:	Midas, Inc.
	Form 10-K for the year ended December 31, 2005
      Filed March 16, 2006
	File No. 001-13409

Dear Mr. Guzik:

      We have reviewed your filing and have the following
comments.
Unless otherwise indicated, we think you should revise your
document
in future filings in response to these comments.  If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      Please respond to confirm that such comments will be
complied
with, or, if certain of the comments are deemed inappropriate,
advise
the staff of your reason.  Your response should be submitted in
electronic form, under the label "corresp" with a copy to the
staff.
Please respond within ten (10) business days.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data, page 22

1. Please refer to your presentation of "Operating income before
business transformation charges" and "Operating margin before
business transformation charges."  Please revise the table in
future
filings to delete the presentation of these line items as business
transformation charges appear reasonably likely to recur within
two
years or have occurred within the prior two years.  See FR 65,
Item
10(e) of Regulation S-K, and Questions 8 and 9 of the Staff`s June
13, 2003 FAQ on the Use of Non-GAAP Financial Measures for
additional
guidance.  Alternatively, you may present a separate line item for
"business transformation charges."  Also, note that it is
permissible
and necessary to identify, discuss, and analyze material business
transformation charges and other items, whether they are recurring
or
non-recurring, in Management`s Discussion and Analysis of
Financial
Condition and Results of Operations.  Depending on the nature and
materiality of the charges or other items, it will likely be
necessary to discuss the nature of such charges or other items,
their
recurring or non-recurring nature, their significance to an
investor
in evaluating your financial condition and/or results of
operations
and whether they relate to material known trends, events or
uncertainties.  Please see the guidance outlined in Regulation G
and
make the appropriate revisions in future filings.


Statements of Operations, page F-3

2. We note your presentation of gain on sale of assets below
operating income on the statement of operations.  In future
filings,
please revise your presentation to reflect gains and losses on the
sales of assets as a component of operating income in accordance
with
paragraph 45 of SFAS No. 144.

3. Please tell us the nature of the components of "other income"
for
the fiscal years 2004 and 2005.  In future filings, please discuss
the nature of any changes in significant components of "other
income"
in MD&A.


Notes to the Financial Statements

- - General

4. We note from your notes to the financial statements that your
inventory balance is presented on the balance sheet net of an
allowance.  In future filings, please include Schedule II
Valuation
and Qualifying Accounts, as required by Rule 5-04 of Regulation S-
X,
to show the changes in the inventory allowance.  Similarly,
include
the changes in your self-insurance reserves for each year
presented
or explain why you do not believe this is required.




Note 1. Summary of Significant Accounting Policies

- - Revenue Recognition, page F-10

5. We note your disclosure indicating that nearly all locations
leased from you are subject to an annual percentage rent based
upon
the locations retail sales volume for the calendar year.  In this
regard, please tell us and expand the notes to your financial
statements to explain, how your recognition of percentage rental
revenues complies with the guidance in SAB Topic 13:A:4.

Note 2. Business Transformation Charges, page F-13

6. We note your disclosure that in fiscal 2004 you announced your
intention to sell the IPC exhaust distribution business and exit
exhaust manufacturing, and during 2005 you sold both the Huth
exhaust
equipment manufacturing business and the Chicago distribution
center,
liquidated exhaust related manufacturing equipment, and announced
your intention to sell the Hartford facility.  Please explain to
us
why you have not separately presented the assets related to these
exhaust manufacturing facilities and equipment as "assets held for
sale" on the balance sheet as of December 31, 2005 and 2004, as
applicable, as required by paragraph 46 of SFAS No. 144.  We may
have
further comment upon receipt of your response.


7. We note from your disclosure that you sold the Chicago
distribution center in 2005 and leased it back on a short term
basis.
Please tell us, and disclose in the notes to the financial
statements
in future filings, the nature of the terms of the sale-leaseback
transaction, including future commitments, obligations,
provisions,
or circumstances that require or result in your continuing
involvement.  Also, please disclose the total gain on the sale and
how you are accounting for the gain.  See paragraph 17 of SFAS No.
98.

Note 3. Debt Agreements, page F-18

8. We note that the interest rate on the $29.4 million Term B loan
which was extinguished during 2004 was fixed at 12% cash interest
paid monthly plus 6% paid-in-kind, which was added to principal
and
due at maturity.  Please tell us how you recognized the paid-in-
kind
interest in your financial statements, including how you
classified
the subsequent payments in the statements of cash flows.  We may
have
further comments.




Note 4. Supplemental Balance Sheet, Cash Flow and Shareholders
Equity
Information, page F-20

9. We note your disclosure of the carrying amount and accumulated
depreciation of property and equipment.  In future filings,
separately disclose depreciation expense for each year for which
an
income statement is presented.  See paragraph 5 of APB 12.

Note 6. Income Taxes, page F-22

10. We note from your disclosure that in 2004 the effective income
tax rate included a reduction of 13.3% which is described as
"other."
Please explain to us the nature of this amount.  We may have
further
comments upon review of your response.

11. We note your disclosure that the effective tax rate for 2005
reflects a reduction from the statutory rate as a result of the
reversal of a tax contingency reserve established in connection
with
prior asset sales.  In this regard, please explain to us, in
detail,
and revise the notes to your financial statements in future
filings
to explain when the tax reserve was initially established, the
nature
of the matters for which it was established and why you believed
its
payment was probable at the time it was established.  Also,
explain
the nature and the timing of the events or circumstances that
resulted in its reverse in 2005.  Additionally, please provide us
with your accounting policy for recording income tax reserves that
clearly explains how and when you determine the amount that will
ultimately be paid.  We may have further comments upon review of
your
response.

12. Please tell us and disclose in future filings the expiration
dates of the net operating loss and tax credits as required by
paragraph 48 of SFAS No. 109.


Note 10. Stock-Based Compensation and Other Equity Instruments,
page
F-29

13. We note from your disclosure that as of December 31, 2005
there
were 52,593 warrants outstanding.  In future filings, please
disclose
the pertinent details related to the warrants, such as their
exercise
price and date of expiration.

Note 14. Quarterly Financial Data, page F-33

14. In future filings, please discuss the nature of any unusual or
infrequent items that impacted your quarterly results of
operations
for the various periods presented. Refer to the requirement
outlined
in Item 302(a)(3) of Regulation S-K.



Form 8-K furnished May 4, 2006

15. We note that in your earnings release furnished on Form 8-K,
you
adjust operating income, net income, and earnings per share to
present non-GAAP earnings measures.  Please tell us, and disclose
in
future filings, the reasons why management believes that
presentation
of the non-GAAP financial measures provides useful information to
investors regarding your financial condition and the results of
operations, as required by Item 2.02 of Form 8-K and Item
10(e)(1)(i)(C) of Regulation S-K. Also, we note that several of
the
items for which you adjust earnings have recurred over the last
several years and there is no indication they will not recur in
the
future.  In this regard, please include in your response why you
believe it is useful to investors to eliminate these items when
evaluating your performance.  We may have further comment upon
review
of your response.  For guidance, see Questions 8 and 9 of the
Staff`s
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures (Non-GAAP FAQs), issued on June 13, 2003.


Form 10-Q for the Quarterly Period Ended April 1, 2006

16. Please comply with the comments on the Form 10-K as they apply
to
your Form 10-Q.


********

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Claire Erlanger at (202) 551-3301 or Kathy
Mathis at (202) 551-3383 if you have questions regarding comments
on
the financial statements and related matters.  Please contact me
at
(202) 551-3813 with any other questions.


      Sincerely,



      Linda Cvrkel
      Branch Chief



Mr. William Guzik
Midas, Inc.
June 20, 2006
Page 1