LEXINGTON SMALLCAP VALUE FUND INC
N-30D, 1997-08-25
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================================================================================
                                    LEXINGTON
================================================================================

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

                                    LEXINGTON
                                    SMALLCAP
                                      VALUE
                                   FUND, INC.

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

                             Seeks long-term capital
                       appreciation through investment in
                           common stocks or companies
                         domiciled in the United States
                          with a market capitalization
                            of less than $1 billion.

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

                               SEMI-ANNUAL REPORT
                                  JUNE 30, 1997
                               The Lexington Group
                                   of NO LOAD
                              Investment Companies

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

<PAGE>

DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
     We are pleased to report our semi-annual results for the Lexington SmallCap
Value Fund.  The Fund  appreciated  by 14.4%* during the second quarter of 1997.
The unmanaged  Russell 2000 Index, (the "Index"),  a widely-followed  measure of
the  smaller  capitalization  domestic  market  segment,  was up  16.2%  for the
quarter.  The average  small cap mutual  fund,  according  to Lipper  Analytical
Services, Inc., rose 17.1%.

     For the first  six  months of this  calendar  year,  the Fund was up 10.3%*
which  outperformed  the Index at 10.2% and the average  small cap fund at 9.0%.
Despite lower returns in the second quarter,  the Fund had good relative results
for the half  versus the Index and the  average  fund due to its better  capital
preservation in the first quarter.  Specifically, the Fund declined 3.6%* versus
declines of 5.1% and 6.9% for the Index and Lipper average, respectively.

     "What a Difference a Quarter  Makes." It's a variation on an old song title
that certainly rang true for investors in domestic smaller sized stocks! Indeed,
the  second  quarter of 1997  brought  music to their ears as the Index rose 16%
after having  declined over 5% in the first quarter.  The Index managed to reach
all-time highs which was  encouraging  since the larger,  more liquid segment of
the market had been setting  records  regularly.  The Fund maintained its strict
adherence  to value  disciplines  such as low  price  to book  and low  price to
revenue ratios.  This resulted in a widely  diversified  portfolio which held 54
issues  and  had  representation  in 22  industry  groups  at  June  30th.  Cash
equivalents  were only 4.0% which allowed the Fund to  participate  fully in the
rally.

     The surging  equity markets were fueled by a solid growth  economy,  modest
inflation,  and constant new money flows. As the second half of the year begins,
it does  appear  that some  capital  gains tax relief may be in the  offing.  We
continue to believe that such legislation could be especially positive for small
cap investors.  History has shown that price  appreciation and long term capital
gains - not income or yield - have been the greatest  components of small stocks
outperformance  versus  larger caps.  We also believe that  valuations  are more
favorable  in small  market  capitalization  strata.  Therefore,  we continue to
adhere to our  process  which  leads us to  relatively  undervalued  and unloved
stocks.

     We appreciate  your continued  support and would welcome the opportunity of
discussing questions you may have about your investment. 


Sincerely,


/s/Robb W. Rowe, CFA       /s/Dennis J. Hamilton, CFA     /s/Robert M. DeMichele
- --------------------       --------------------------     ----------------------
Robb W. Rowe, CFA          Dennis J. Hamilton, CFA        Robert M. DeMichele
Portfolio Manager          Portfolio Manager              President
August, 1997               August, 1997                   August, 1997



*18.88%  and 19.03%  are the one year and since  commencement  (1/2/96)  average
annual standard total returns, respectively, for the period ended June 30, 1997.
Investment return and principal value of an investment will fluctuate so that an
investor's  shares,  when  redeemed,  may be  worth  more or less  than at their
original cost. Total return represents past performance and is not predictive of
future results.

<PAGE>

LEXINGTON SMALLCAP VALUE FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997 (unaudited)

   Number
     of                                                                Value
   Shares                    Security                                 (Note 1)
- -------------------------------------------------------------------------------

               COMMON STOCKS: 95.0%
               BANKING: 1.4%
       7,000   Aames Financial Corporation ........................   $ 129,500
                                                                      ---------


               CAPITAL EQUIPMENT: 3.7%
       9,200   Detroit Diesel Corporation1 ........................     220,225
       5,000   Watts Industries, Inc. .............................     120,000
                                                                      ---------
                                                                        340,225
                                                                      ---------
               CONSTRUCTION & HOUSING: 2.6%
       6,000   Granite Construction, Inc. .........................     118,500
      20,000   Insituform Technologies ............................     123,750
                                                                      ---------
                                                                        242,250
                                                                      ---------
               CONSUMER DURABLE GOODS: 3.6%
      13,500   Ampco-Pittsburgh Corporation .......................     198,281
       5,000   Bio-Rad Laboratories, Inc. "A"1 ....................     130,313
                                                                      ---------
                                                                        328,594
                                                                      ---------
               CONSUMER NONDURABLE GOODS: 2.9%
       3,900   Canandaigua Wine Company, Inc. "A"1 ................     132,356
       7,700   Paragon Trade Brands, Inc.1 ........................     131,381
                                                                      ---------
                                                                        263,737
                                                                      ---------
               ELECTRICAL & ELECTRONICS: 13.5%
      26,000   American Software, Inc.1 ...........................     196,625
      22,000   Asante Technologies, Inc.1 .........................     118,937
      45,000   Dataware Technologies, Inc.1 .......................     133,594
      18,500   Intergraph Corporation1 ............................     156,094
      11,000   Mylex Corporation ..................................     105,187
      10,700   Progress Software Corporation1 .....................     171,869
       6,600   Sequent Computer Systems1 ..........................     139,219
       8,200   Telxon Corporation .................................     147,087
       2,500   Watkins-Johnson Company ............................      76,875
                                                                      ---------
                                                                      1,245,487
                                                                      ---------
               ENERGY SOURCES: 3.7%
      24,700   Patina Oil & Gas Corporation1 ......................     200,687
       7,000   Western Gas Resources, Inc. ........................     136,500
                                                                      ---------
                                                                        337,187
                                                                      ---------
               ENVIRONMENTAL MANAGEMENT: 0.9%
      11,500   International Technology, Inc. .....................      87,688
                                                                      ---------

               FINANCIAL SERVICES: 8.2%
       2,000   Integon Corporation ................................      50,000
       6,700   John Alden Financial ...............................     140,281
       8,500   Life USA Holding, Inc.1 ............................     120,859
      16,940   National Auto Credit, Inc. .........................     150,342
      12,390   Titan Holdings, Inc. ...............................     294,262
                                                                      ---------
                                                                        755,744
                                                                      ---------

                                       2
<PAGE>

LEXINGTON SMALLCAP VALUE FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997 (unaudited) (continued)

   Number
     of                                                                Value
   Shares                    Security                                 (Note 1)
- -------------------------------------------------------------------------------

               HEALTH & PERSONAL CARE: 8.8%
       8,000   Alpharma, Inc. .....................................   $ 127,500
       6,206   Laboratory Corporation of America
                   Holdings (Preferred shares)1 ...................     353,742
      76,300   Laboratory Corporation of
                   America Holdings1 ..............................     200,287
      55,800   Staff Builders, Inc. "A"1 ..........................     132,525
                                                                      ---------
                                                                        814,054
                                                                      ---------
               HEALTH CARE -- DIVERSIFIED: 1.9%
       8,600   Sun Healthcare Group, Inc.1 ........................     178,987
                                                                      ---------

               HEALTH EQUIPMENT & SERVICES: 5.7%
      22,000   NovaCare, Inc.1 ....................................     305,250
      12,200   OEC Medical Systems, Inc.1 .........................     217,313
                                                                      ---------
                                                                        522,563
                                                                      ---------
               HEALTHCARE -- MISCELLANEOUS: 5.8%
      14,800   Carter-Wallace, Inc. ...............................     264,550
       7,000   Integrated Health Services .........................     269,500
                                                                      ---------
                                                                        534,050
                                                                      ---------
               MANUFACTURED HOUSING: 1.5%
       5,500   Skyline Corporation ................................     135,438
                                                                      ---------

               MANUFACTURING -- DIVERSIFIED: 2.2%
      22,400   United Industrial Corporation ......................     200,200
                                                                      ---------

               MATERIALS: 8.6%
       6,400   ACX Technologies, Inc.1 ............................     144,000
       9,800   Coeur D'Alene Mines1 ...............................     126,788
      15,100   Phillips-Van Heusen ................................     226,500
      13,300   Pillowtex Corporation ..............................     291,769
                                                                      ---------
                                                                        789,057
                                                                      ---------
               MERCHANDISING: 5.2%
      13,900   Cyrk International, Inc.1 ..........................     161,588
       6,000   Fingerhut Companies, Inc. ..........................     104,625
      15,000   Handleman Company1 .................................      95,625
      14,000   Value City Department Stores, Inc. .................     113,750
                                                                      ---------
                                                                        475,588
                                                                      ---------
               REAL ESTATE: 1.3%
       9,000   Horizon Group, Inc. ................................     120,938
                                                                      ---------

               SERVICES: 4.5%
      41,200   Interface Systems, Inc.1 ...........................     185,400
      13,000   OHM Corporation ....................................     109,688
      17,000   Spelling Entertainment Group, Inc.1 ................     116,875
                                                                      ---------
                                                                        411,963
                                                                      ---------

                                       3
<PAGE>

LEXINGTON SMALLCAP VALUE FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997 (unaudited) (continued)

   Number
     of                                                                Value
   Shares                    Security                                 (Note 1)
- -------------------------------------------------------------------------------

               TELECOMMUNICATIONS: 1.9%
      12,600   California Microwave, Inc.1 ........................   $ 177,975
                                                                      ---------

               TRANSPORTATION: 2.9%
       2,600   Alaska Air Group, Inc.1 ............................      66,625
      14,000   America West Airlines, Inc.1 .......................     203,000
                                                                      ---------
                                                                        269,625
                                                                      ---------

               UTILITIES: 4.2%
      13,500   Forest Oil Corporation1 ............................     198,281
      52,000   Kaneb Services, Inc.1 ..............................     191,750
                                                                      ---------
                                                                        390,031
                                                                      ---------

               TOTAL INVESTMENTS: 95.0%
               (cost $7,641,673+) (Note 1) ........................   8,750,881

               Other assets in excess of liabilities: 5.0% ........     457,721
                                                                      ---------

               TOTAL NET ASSETS: 100.0%
                 (equivalent to $12.94 per share on
                 711,793 shares outstanding)                         $9,208,602
                                                                     ==========


1Non-income producing security.
+Aggregate cost for Federal income tax purposes is identical.




   The Notes to Financial Statements are an integral part of this statement.


                                       4
<PAGE>


LEXINGTON SMALLCAP VALUE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1997 (unaudited)

ASSETS
Investments, at value (cost $7,641,673) (Note 1) ...........        $ 8,750,881
Cash .......................................................            362,515
Receivable for investment securities sold ..................            109,741
Receivable for shares sold .................................            105,682
Dividends and interest receivable ..........................              7,763
Deferred organizational expenses, net (Note 1) .............             36,262
                                                                    -----------
           Total Assets ....................................          9,372,844
                                                                    -----------

LIABILITIES
Due to Lexington Management Corporation (Note 2) ...........             14,429
Payable for investment securities purchased ................            105,323
Accrued expenses ...........................................             44,490
                                                                    -----------
           Total Liabilities ...............................            164,242
                                                                    -----------

NET ASSETS (equivalent to $12.94 per share
  on 711,793 shares outstanding) (Note 4) ..................        $ 9,208,602
                                                                    ===========

NET ASSETS consist of:
Capital stock--authorized 1,000,000,000 shares,
   $.001 par value per share ...............................        $       712
Additional paid-in capital (Note 1) ........................          7,266,822
Accumulated deficit (Note 1) ...............................            (92,656)
Accumulated net realized gain on investments
    (Note 1) ...............................................            924,516
Net unrealized appreciation of investments .................          1,109,208
                                                                    -----------
                                                                    $ 9,208,602
                                                                    ===========

   The Notes to Financial Statements are an integral part of this statement.

                                       5
<PAGE>

LEXINGTON SMALLCAP VALUE FUND, INC.
STATEMENT OF OPERATIONS
Six months ended June 30, 1997 (unaudited)

INVESTMENT INCOME
Income
    Dividends ........................................... $  23,089
    Interest ............................................     5,033
                                                          ---------

        Total investment income .........................             $  28,122

Expenses
    Investment advisory fee (Note 2) ....................    40,844
    Transfer agent and shareholder 
      servicing expense (Note 2) ........................    10,402
    Printing and mailing expenses .......................    10,144
    Distribution expenses (Note 3) ......................    10,101
    Registration fees ...................................     8,497
    Directors' fees and expenses ........................     7,570
    Professional fees ...................................     6,659
    Amortization of organizational costs (Note 1) .......     6,010
    Accounting expenses (Note 2) ........................     4,944
    Computer processing fees ............................     2,772
    Custodian expense ...................................     2,087
    Other expenses ......................................     1,704
                                                          ---------

        Total expenses ..................................   111,734
                                                          ---------

         Net investment loss ............................               (83,612)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 5)
    Net realized gain on investments ....................               815,235
    Net change in unrealized appreciation 
      on investments ....................................               121,190
                                                                      ---------

         Net realized and unrealized gain ...............               936,425
                                                                      ---------

INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........             $ 852,813
                                                                      =========


    The Notes to Financial Statements are an integral part of this statement.

                                       6
<PAGE>

LEXINGTON SMALLCAP VALUE FUND, INC.
STATEMENT OF CHANGES INNET ASSETS

<TABLE>
<CAPTION>

                                                                                   Six months
                                                                                      ended              Year ended
                                                                                  June 30, 1997         December 31,
                                                                                   (unaudited)              1996
                                                                                   -----------          ------------
<S>                                                                                <C>                   <C>        
Net investment loss ..........................................................     $   (83,612)         $   (122,418)
Net realized gain from security transactions .................................         815,235               241,416
Net change in unrealized appreciation of investments .........................         121,190               988,018
                                                                                    ----------            ----------
    Increase in net assets resulting from operations .........................         852,813             1,107,016
Distributions to shareholders from net realized gains from
  security transactions                                                                     --               (18,761)
Increase in net assets from capital share transactions (Note 4) ..............         294,565             6,972,969
                                                                                    ----------            ----------
              Net increase in net assets .....................................       1,147,378             8,061,224

NET ASSETS
Beginning of period ..........................................................       8,061,224               --
                                                                                    ----------            ----------
End of period (including accumulated deficit of $92,656 and
  $9,044 respectively) .......................................................     $ 9,208,602           $ 8,061,224
                                                                                   ===========           ===========
</TABLE>

   The Notes to Financial Statements are an integral part of this statement.

                                       7
<PAGE>

LEXINGTON SMALLCAP VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 (unaudited) and December 31, 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

Lexington  SmallCap  Value Fund,  Inc.  (the "Fund") is an open-end  diversified
management  investment  company  registered under the Investment  Company Act of
1940, as amended.  The Fund commenced  operations on January 2, 1996. The Fund's
investment objective is to seek long-term capital appreciation. The following is
a  summary  of  significant  accounting  policies  followed  by the  Fund in the
preparation of its financial statements:

     INVESTMENTS Security  transactions are accounted for on a trade date basis.
Realized  gains and losses  from  investment  transactions  are  reported on the
identified  cost basis.  Securities  traded on a recognized  stock  exchange are
valued at the last sales price  reported by the exchange on which the securities
are traded.  If no sales price is  recorded,  the mean  between the last bid and
asked price is used. Securities traded on the over-the-counter market are valued
at the mean between the last current bid and asked price.  Short-term securities
having a  maturity  of 60 days or less  are  stated  at  amortized  cost,  which
approximates  market  value.  Securities  for which  market  quotations  are not
readily  available and other assets are valued by Fund  management in good faith
under the  direction  of the  Fund's  Board of  Directors.  Dividend  income and
distributions  to shareholders  are recorded on the ex-dividend  date.  Interest
income,  adjusted for  amortization  of premiums and accretion of discounts,  is
accrued as earned.

     FEDERAL   INCOME  TAXES  It  is  the  Fund's  policy  to  comply  with  the
requirements of the Internal  Revenue Code  applicable to "regulated  investment
companies"  and to  distribute  all of its taxable  income to its  shareholders.
Therefore, no provision for Federal income taxes is required.

     DISTRIBUTIONS Dividends from net investment income and net realized capital
gains  are  normally  declared  and  paid  annually,   but  the  Fund  may  make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal  Revenue Code. The character of income and gains to
be distributed are determined in accordance  with income tax  regulations  which
may differ from generally accepted accounting principals.  At December 31, 1996,
reclassifications  were made to the Fund's capital accounts to reflect permanent
book/tax  differences  and income and gains  available  for  distribution  under
income tax regulations. Net investment income, net realized gains and net assets
were not affected by this change.

     DEFERRED  ORGANIZATION  EXPENSES  Organization expenses aggregating $52,837
have been  deferred and are being  amortized on a straight  line basis over five
years.

     USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted  accounting  principles 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 increases and
decreases in net assets from  operations  during the  reporting  period.  Actual
results could differ from those estimates.

2.  INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATE

The Fund pays an  investment  advisory fee to Lexington  Management  Corporation
("LMC") at the annual rate of 1.00% of the Fund's  average daily net assets.  In
connection with providing  investment advisory services,  LMC has entered into a
sub-advisory  contract with Capital  Technologies  Inc.  ("CTI") under which CTI
provides the Fund with investment management services.  Pursuant to the terms of
the sub-advisory contract between

                                       8
<PAGE>

LEXINGTON SMALLCAP VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 (unaudited) and December 31, 1996

2.  INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATE (continued)

LMC and CTI, LMC pays CTI a monthly sub-advisory fee at the annual rate of 0.50%
of the Fund's  average daily net assets.  The  sub-advisory  fee will be paid by
LMC,  not the Fund.  For 1997,  LMC has  agreed to  voluntarily  limit the total
expenses of the Fund (excluding  interest,  taxes,  brokerage  commissions,  and
extraordinary  expenses but including the management fee and operating expenses)
to an  annual  rate  of  2.50%  of the  Fund's  average  daily  net  assets.  No
reimbursement was required for the six months ended June 30, 1997.

The  Fund  reimbursed  LMC  for  certain  expenses,   including  accounting  and
shareholder servicing costs of $9,889, which were incurred by the Fund, but paid
by LMC.

3.  DISTRIBUTION PLAN

The Fund has a Distribution  Plan (the "Plan") which allows  payments to finance
activities  associated  with the  distribution  of the Fund's  shares.  The Plan
provides  that the  Fund may pay  distribution  fees on a  reimbursement  basis,
including  payments to Lexington Funds  Distributor,  Inc.  ("LFD"),  the Fund's
distributor,  in amounts  not  exceeding  0.25% per annum of the Fund's  average
daily net assets. Total distribution  expenses for the six months ended June 30,
1997 were $10,101 and are set forth in the statement of operations.

4.  CAPITAL STOCK

Transactions in capital stock were as follows:

                                                           January 2, 1996
                              Six months ended            (commencement of
                                June 30, 1997              operations) to
                                 (unaudited)              December 31, 1996
                           ----------------------        ------------------
                          Shares       Amount            Shares       Amount
                          ------       -------           -------      -------

 Shares sold              113,276     $1,364,110         806,989     $8,267,408
 Shares issued
   on reinvestment
   of dividends ......         --             --           1,594         18,670
                          -------       --------         -------      ---------
                          113,276      1,364,110         808,583      8,286,078
 Shares redeemed .....    (88,715)    (1,069,545)       (121,351)    (1,313,109)
                          -------      ---------         -------      ---------
   Net increase ......     24,561      $ 294,565         687,232     $6,972,969
                          =======      =========         =======     ==========


5.  PURCHASES AND SALES OF INVESTMENT SECURITIES

The cost of purchases and proceeds  from sales of securities  for the six months
ended June 30,  1997,  excluding  short-term  securities,  were  $1,690,494  and
$1,806,297, respectively.

At June 30, 1997, the aggregate gross unrealized appreciation for all securities
in which there is an excess of value over tax cost  amounted to  $1,517,256  and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value amounted to $408,048.

                                       9
<PAGE>

LEXINGTON SMALLCAP VALUE FUND, INC.
FINANCIAL HIGHLIGHTS

Selected per share data for a share outstanding throughout the period:


                                                                 January 2, 1996
                                                Six months        (commencement
                                                   ended          of operations)
                                               June 30, 1997     to December 31,
                                                (unaudited)           1996
                                                -----------      --------------
Net asset value, beginning of period              $11.73               $10.00
                                                  ------               ------
Income (loss) from investment operations:
   Net investment loss                             (0.12)               (0.18)
   Net realized and unrealized
      gain on investments                           1.33                 1.94
                                                  ------               ------
Total income from investment operations             1.21                 1.76
                                                  ------               ------
Less distributions:
   Distributions from net realized gains               --                (0.03)
                                                  ------               ------
Net asset value, end of period                    $12.94               $11.73
                                                  ======               ======
Total return                                       21.89%*              17.50%

Ratio to average net assets:
   Expenses, before reimbursement
      or waivers                                    2.74%*               3.04%
   Expenses, net of reimbursement
      or waivers                                    2.74%*               2.48%
   Net investment loss, before          
      reimbursement or waivers                     (2.05%)*             (2.34%)
   Net investment loss                             (2.05%)*             (1.78%)
Portfolio turnover rate                            45.52%*              60.92%
Average commission paid on
    equity security transactions                  $ 0.04                $0.03
Net assets at end of period (000's omitted)       $9,209               $8,061

- ----------
*Annualized

                                       10
<PAGE>

LEXINGTON
INVESTOR SERVICES
- --------------------------------------------------------------------------------
AS A LEXINGTON  SHAREHOLDER,  YOU SHOULD BE AWARE OF THE MANY SERVICES AVAILABLE
TO YOU.

NO  LOAD--The  Lexington  Funds  are no load  funds.  That is,  investments  and
redemptions are made without any sales charges, commissions or redemption fees.

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

FREE TELEPHONE EXCHANGE--Investments in the Lexington Funds may be exchanged for
shares of a different Lexington Fund at any time.

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

CHECK  WRITING   PRIVILEGES--Lexington  Money  Market  Trust  permits  investors
immediate  access to their funds with check writing for  withdrawals  from their
account.

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

TAX SHELTERED PLANS--IRA, Keogh, Pension, and Profit Sharing Prototype Plans are
available to qualified  individuals.  These plans offer  investment  flexibility
through the Share Exchange Service,  simplified record keeping,  convenience and
investment supervision.

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

CUSTODIAL ACCOUNTS FOR MINORS--Investments may be made on behalf of minors under
the Uniform Gifts to Minors Act currently in effect in all states.

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

SYSTEMATIC WITHDRAWAL PLAN--An investor may elect to receive a fixed amount from
his or her account each month or quarter, subject to certain minimums.

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

COMPLETE  RECORD  KEEPING--A  statement  is provided  for every  transaction  in
addition to a year-end statement with tax information.

THE LEXINGTON GROUP OF
NO LOAD INVESTMENT COMPANIES

LEXINGTON  WORLDWIDE  EMERGING  MARKETS FUND,  INC.--Seeks  long-term  growth of
capital primarily through investment in equity securities of companies domiciled
in, or doing business in, emerging countries and emerging markets.

LEXINGTON GLOBAL FUND, INC.--Seeks long-term growth of capital primarily through
investment in common stocks of companies  domiciled in foreign countries and the
United States.

LEXINGTON  INTERNATIONAL FUND,  INC.--Seeks  long-term growth of capital through
investment in companies domiciled in foreign countries.

LEXINGTON TROIKA DIALOG RUSSIA FUND,  INC.--Seeks long-term capital appreciation
through investments primarily in the equity securities of Russian companies.

LEXINGTON  CROSBY SMALL CAP ASIA GROWTH FUND,  INC.  --Seeks  long-term  capital
appreciation through investment in companies domiciled in the Asia Region with a
market capitalization of less than $1 billion.

LEXINGTON  RAMIREZ  GLOBAL  INCOME  FUND--Seeks  high  current  income.  Capital
appreciation  is a secondary  objective.  The Fund invests in a  combination  of
foreign and domestic high-yield, lower rated debt securities.

LEXINGTON GOLDFUND,  INC.--Seeks capital appreciation through investment in gold
bullion and shares of gold mining companies.

LEXINGTON  GROWTH AND INCOME FUND,  INC.--Seeks  capital  appreciation  over the
long-term  through  investments  in the stocks of large,  ably  managed and well
financed companies.

LEXINGTON  CORPORATE  LEADERS TRUST  FUND--Seeks  capital  growth and reasonable
income through investment in an equal number of shares of an established list of
American blue chip corporations.

LEXINGTON  SMALLCAP  VALUE  FUND,  INC.--Seeks  long-term  capital  appreciation
through investment in common stocks of companies  domiciled in the United States
with a market capitalization of less than $1 billion.

LEXINGTON CONVERTIBLE  SECURITIES  FUND--Seeks total return by providing capital
appreciation,  current income and conservation of capital through investments in
a diversified portfolio of securities convertible into shares of common stock.

LEXINGTON  GNMA  INCOME  FUND,  INC.--Seeks  to  achieve a high level of current
income,  consistent with liquidity and safety of principal,  through  investment
primarily  in   mortgage-backed   GNMA  ("Ginnie  Mae")  certificates  that  are
guaranteed  as to the timely  payment of  principal  and  interest by the United
States Government.

LEXINGTON  MONEY MARKET  TRUST--Seeks a high level of current income  consistent
with  preservation  of capital and  liquidity  through  investments  in interest
bearing short-term money market instruments.

For more complete  information about any of the Lexington Funds and a prospectus
which  includes  management fee and expenses call the  distributor  toll-free at
1-800-526-0057. Read the prospectus carefully before you invest or send money.

<PAGE>

LEXINGTON
SMALLCAP VALUE FUND, INC.

INVESTMENT ADVISER
- -------------------------------------------
LEXINGTON MANAGEMENT CORPORATION
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663

SUB-ADVISER
- -------------------------------------------
Capital Technology, Inc.
McMullen Creek Office Center
P.O. Box 472428
Charlotte, North Carolina 28247

DISTRIBUTOR
- -------------------------------------------
LEXINGTON FUNDS DISTRIBUTOR, INC.
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663

================================================================================
  ALL SHAREHOLDER REQUESTS FOR SERVICES OF
  ANY KIND SHOULD BE SENT TO:

  TRANSFER AGENT
- -------------------------------------------
  STATE STREET BANK AND
  TRUST COMPANY
  c/o National Financial Data Services
  1004 Baltimore
  Kansas City, Missouri 64105

  OR CALL TOLL FREE:
  SERVICE AND SALES: 1-800-526-0056
  24 HOUR ACCOUNT INFORMATION:
  1-800-526-0052
================================================================================

- --------------------------------------------------------------------------------
(800) 526-0052
                                    "LEXLINE"
                   24 hour toll-free telephone access to your
                             Lexington Fund account
                  Price/Yield o Account Balances o Exchanges o
             Last Transactions o Total Return o Duplicate Statements
- --------------------------------------------------------------------------------

This  report  has been  prepared  for the  information  of the  shareholders  of
Lexington  SmallCap Value Fund,  Inc. and is authorized for  distribution to the
public only if it is accompanied or preceded by a currently effective prospectus
which sets forth expenses and other material information.




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