LEXINGTON SMALLCAP FUND INC
N-30D, 1998-08-26
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Dear Shareholders:
- --------------------------------------------------------------------------------
     We are pleased to report to our shareholders that Lexington SmallCap Fund's
portfolio has been successfully  restructured to invest in both value and growth
stocks. Unfortunately, the stock market environment for small cap stocks has not
provided the same upside  opportunity  as it has for large cap stocks.  This can
easily be seen when one compares the  performance  of the  unmanaged  Standard &
Poor's 500 Stock Price Index for the first six months of 1998 which was up 17.6%
in  comparison  with the  unmanaged  Russell  2000 Index which  recorded a 4.93%
return. Clearly, large cap stocks have been the place to be in the first half of
1998.
     On a comparative  basis with other small cap funds, the Lexington  SmallCap
Fund performed well in the second quarter of 1998. The Fund was down 1.98%*, but
the average small cap fund according to Lipper  Analytical  Services,  Inc. lost
4.11%.  Obviously,  we are pleased with this result  especially  in light of the
fact that the portfolio was significantly changed during the quarter.
     We are very optimistic about the potential  performance  opportunities  for
small cap  stocks.  As large cap stocks  continue  to be driven to new levels of
over-valuation,  most small cap stocks are  cheaper  and  represent  far greater
value than large cap stocks.
     Our  portfolio is invested in  companies  where we see  excellent  earnings
acceleration  at a price that is selling  at a discount  to what we believe  the
real value to be. Currently,  the portfolio is well diversified with significant
commitments to the technology,  health and financial  sectors,  which we believe
represent excellent value and growth prospects.


Sincerely,




/s/Frank A. Peluso       /s/Allan H. Wapnick      /s/Robert M. DeMichele
- ------------------       -------------------      ----------------------
Frank A. Peluso          Alan H. Wapnick          Robert M. DeMichele
Portfolio Manager        Portfolio Manager        President
August, 1998             August, 1998             August, 1998

*4.71%  and  13.06%  are the one year and since  commencement  (1/2/96)  average
annual standard total returns, respectively, for the period ended June 30, 1998.
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 their original
cost.  Total return  represents past performance and is not predictive of future
results.
                                     ------

RESULTS OF THE SPECIAL MEETING OF  SHAREHOLDERS  HELD MARCH 27, 1998 (UNAUDITED)

Total Outstanding Shares as of February 12, 1998: 800,442

1. Directors Elected: S.M.S. Chadha, Robert M. DeMichele, Beverley C. Duer,
    Barbara R. Evans, Richard M. Hisey, Lawrence Kantor, Jerard F. Maher,
    Andrew M. McCosh, Donald B. Miller, John G. Preston, Margaret W. Russell
    and Allen H. Stowe.

     For All Nominees: 627,769   Withheld Authority: 12,028



<TABLE>
<CAPTION>
                                                                   Votes       Votes        Votes
                                                                    For       Against     Abstained
                                                                  ---------   ---------   ----------
<S>                                                               <C>         <C>         <C>
2. Approval of an investment sub-advisory agreement between       616,404      18,167       5,226
  Lexington Management Corporation and Market Systems
  Research Advisors, Inc. (doing business as "MSR Advisors")
  with respect to the Fund.

3. Selection of KPMG Peat Marwick LLP as Independent Auditors     634,647         865       4,284
</TABLE>

                                        1


<PAGE>

LEXINGTON SMALLCAP FUND, INC.
STATEMENT OF NET ASSETS
(Including the Portfolio of Investments)
June 30, 1998 (unaudited)


NUMBER
  OF                                                                    VALUE
SHARES                             SECURITY                            (NOTE 1)
- -------- ----------------------------------------------------------  ----------
         COMMON STOCKS: 95.7%
         AIRLINES: 2.6%
  7,500  America West Airlines, Inc.1  ............................  $  214,219
                                                                     ----------
         BANKING: 5.8%
  2,500  First Commercial Corporation  ............................     173,516
  4,100  Oriental Financial Group, Inc.   .........................     151,187
  6,800  St. Paul Bancorp, Inc.  ..................................     153,637
                                                                     ----------
                                                                        478,340
                                                                     ----------
         BANKS-THRIFT INSTITUTIONS: 3.3%
 19,500  PBOC Holdings, Inc.1 .....................................     268,734
                                                                     ----------
         BUILDING MATERIALS: 2.1%
  2,800  Medusa Corporation   .....................................     175,700
                                                                     ----------
         CAPITAL EQUIPMENT: 3.2%
  8,000  Cymer, Inc.1   ...........................................     129,500
  3,700  Orbital Sciences Corporation1 ............................     138,403
                                                                     ----------
                                                                        267,903
                                                                     ----------
         COMPUTER SYSTEMS: 2.3%
  7,800  National Computer Systems  ...............................     186,712
                                                                     ----------
         CONSTRUCTION & HOUSING: 7.3%
  7,000  Granite Construction, Inc. ...............................     214,375
 13,000  Insituform Technologies1   ...............................     179,969
  6,500  Skyline Corporation  .....................................     212,062
                                                                     ----------
                                                                        606,406
                                                                     ----------
         CONSUMER DURABLE GOODS: 9.1%
  4,000  Ampco-Pittsburgh Corporation  ............................      61,500
  9,200  K - Swiss, Inc.   ........................................     182,275
  7,000  Myers Industries, Inc.1 ..................................     168,000
  3,900  Pillowtex Corporation1  ..................................     156,487
  8,000  Standard Motor Products, Inc.1   .........................     178,000
                                                                     ----------
                                                                        746,262
                                                                     ----------
         DIVERSIFIED MANUFACTURING: 2.1%
  3,000  SPS Technologies, Inc.1 ..................................     175,500
                                                                     ----------
         ELECTRICAL & ELECTRONICS: 2.4%
  6,200  Telxon Corporation   .....................................     199,950
                                                                     ----------
         FINANCIAL SERVICES: 2.3%
  4,100  Eaton Vance Corporation ..................................     189,881
                                                                     ----------
         HEALTH & PERSONAL CARE: 5.2%
  8,000  Alpharma, Inc. ...........................................     176,000
  4,706  Laboratory Corporation of America (Preferred shares)  ....     254,124
                                                                     ----------
                                                                        430,124
                                                                     ----------
         HEALTHCARE-MISCELLANEOUS: 2.3%
  5,000  Integrated Health Services, Inc. .........................     187,500
                                                                     ----------


                                        2


<PAGE>



LEXINGTON SMALLCAP FUND, INC.
STATEMENT OF NET ASSETS
(Including the Portfolio of Investments)
June 30, 1998 (unaudited) (continued)


NUMBER
  OF                                                                    VALUE
SHARES                             SECURITY                            (NOTE 1)
- -------  ----------------------------------------------------------- ---------
         INSURANCE: 11.4%
  4,700  Ace, Ltd. ..................................................$  183,300
  5,100  Allied Group, Inc.1   ......................................   238,744
  4,000  Arthur J. Gallagher & Company  .............................   179,000
  5,800  Enhance Financial Services Group, Inc. .   .................   195,750
  5,300  Nymagic, Inc.   ............................................   145,088
                                                                     ----------
                                                                        941,882
                                                                     ----------
         INVESTMENT COMPANY: 2.0%
  2,600  SEI Investment Company   ...................................   160,794
                                                                     ----------
         MACHINERY AND MACHINE TOOLS: 4.7%
  6,800  Astec Industries, Inc.1  ...................................   232,050
  6,400  Baldor Electric Company  ...................................   156,000
                                                                     ----------
                                                                        388,050
                                                                     ----------
         MATERIALS: 2.1%
  2,200  Lone Star Industries, Inc.1 ................................   169,537
                                                                     ----------
         MEDICAL PRODUCTS & SUPPLIES: 3.8%
  2,000  MedImmune, Inc.1   .........................................   125,250
  4,600  Safeskin Corporation1 ......................................   189,319
                                                                     ----------
                                                                        314,569
                                                                     ----------
         MERCHANDISING: 10.1%
  2,600  Ethan Allen Interiors, Inc. ................................   129,838
  6,900  Fingerhut Companies, Inc.   ................................   227,700
  4,600  Michaels Stores, Inc.1   ...................................   162,294
  5,900  Pier 1 Imports, Inc.  ......................................   140,863
  7,800  Sonic Corporation1 .........................................   174,038
                                                                     ----------
                                                                        834,733
                                                                     ----------
         RETAIL-SPECIALTY: 2.6%
  6,000  O'Reilly Automotive, Inc.1  ................................   215,250
                                                                     ----------
         SERVICES: 1.8%
  3,100  PeopleSoft, Inc.1  .........................................   145,603
                                                                     ----------
         TELECOMMUNICATIONS: 1.9%
  8,900  California Microwave, Inc.1 ................................   154,638
                                                                     ----------
         TRANSPORTATION: 2.9%
  8,600  SkyWest, Inc.   ............................................   240,800
                                                                     ----------
         UTILITIES: 2.4%
 36,000  Kaneb Services, Inc.1 ......................................   195,750
                                                                     ----------
         TOTAL INVESTMENTS: 95.7%
         (cost $7,042,788+)(Note 1) ................................. 7,888,837
         Other assets in excess of liabilities: 4.3%   ..............   351,071
                                                                     ----------
         TOTAL NET ASSETS: 100.0%
         (equivalent to $11.91 per share on 691,677 
         shares outstanding) ........................................$8,239,908
                                                                     ==========

1  Non-income producing security.
+  Aggregate cost for Federal  income tax purposes is  $7,043,003. 

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

                                        3


<PAGE>



LEXINGTON SMALLCAP FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1998 (unaudited)



ASSETS
Investments, at value
   (cost $7,042,788) (Note 1)   .........    $7,888,837
Cash ....................................       371,650
Receivable for investment
   securities sold  .....................        63,298
Receivable for shares sold   ............           125
Dividends and interest receivable  ......        13,222
Deferred organization expense, net
   (Note 1)   ...........................        27,174
                                             ----------
   Total Assets  ........................     8,364,306
                                             ----------
LIABILITIES
Due to Lexington Management
   Corporation (Note 2)   ...............         6,446
Payable for investment securities
   purchased  ...........................        89,441
Payable for shares redeemed  ............         3,005
Accrued expenses ........................        25,506
                                             ----------
   Total Liabilities   ..................       124,398
                                             ----------
NET ASSETS: (equivalent to $11.91
   per share on 691,677 shares
   outstanding) (Note 4)  ...............    $8,239,908
                                             ==========
NET ASSETS consist of:
Capital stock - authorized
   1,000,000,000 shares, $.001 par
   value per share  .....................    $      692
Additional paid-in capital   ............     7,054,545
Accumulated deficit .....................       (92,805)
Accumulated net realized gain on
   investments   ........................       431,427
Unrealized appreciation on
   investments   ........................       846,049
                                             ----------
   TOTAL NET ASSETS .....................    $8,239,908
                                             ==========


LEXINGTON SMALLCAP FUND, INC.
STATEMENT OF OPERATIONS
Six months ended June 30, 1998 (unaudited)


INVESTMENT INCOME
 Dividends .....................    $ 34,802
 Interest  .....................      12,937
                                    --------
 Total investment income  ......                 $  47,739
EXPENSES
Investment advisory fee
   (Note 2)   ..................      44,522
Printing and mailing expenses         12,707
Directors' fees and expenses          11,581
Distribution expenses
   (Note 3)   ..................      11,131
Transfer agent and
   shareholder servicing
   expenses (Note 2)   .........       9,998
Professional fees   ............       7,260
Registration fees   ............       6,884
Amortization of deferred
   organization costs (Note 1)         4,507
Accounting expenses (Note 2)           4,735
Computer processing fees  ......       2,957
Custodian expenses  ............       2,630
Other expenses   ...............       3,717
                                    --------
 Total expenses  ...............     122,629
 Less: expenses recovered
    under contract with
    investment adviser
    (Note 2)  ..................         197       122,432
                                    --------     ---------
 Net investment loss   .........                   (74,693)
REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS (NOTE 5)
Net realized gain on
   investments   ...............                   315,999
Net change in unrealized
   appreciation on investments                     188,050
                                                 ---------
Net realized and unrealized
   gain ........................                   504,049
                                                 ---------
INCREASE IN NET ASSETS
   RESULTING FROM
   OPERATIONS ..................                 $ 429,356
                                                 =========


   The Notes to Financial Statements are an integral part of these statements.

                                        4
<PAGE>

LEXINGTON SMALLCAP FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS




<TABLE>
<CAPTION>
                                                                    Six months
                                                                       ended          Year ended
                                                                   June 30, 1998     December 31,
                                                                    (unaudited)          1997
                                                                   -------------     -------------
<S>                                                                <C>               <C>
Net investment loss   ..........................................    $    (74,693)     $   (163,759)
Net realized gain from security transactions  ..................         315,999         1,320,930
Net change in unrealized appreciation on investments   .........         188,050          (330,019)
                                                                    ------------      ------------
  Increase in net assets resulting from operations  ............         429,356           827,152
Distributions to shareholders from net investment income  ......         -              (1,160,092)
Increase (decrease) in net assets from capital share
 transactions (Note 4)   .......................................      (1,754,221)        1,836,489
                                                                   -------------      ------------
        Net increase (decrease) in net assets ..................      (1,324,865)        1,503,549

NET ASSETS:
 Beginning of period  ..........................................       9,564,773         8,061,224
                                                                   -------------      ------------
 End of period (including accumulated deficit of $92,805 and
  $18,112, 1998 and 1997, respectively) ........................    $  8,239,908      $  9,564,773
                                                                    ============      ============
</TABLE>




















   The Notes to Financial Statements are an integral part of these statements.

                                        5





<PAGE>

LEXINGTON SMALLCAP FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1998 (unaudited) and December 31, 1997

1. SIGNIFICANT ACCOUNTING POLICIES

Lexington SmallCap 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  Securities  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  prices is used.  Securities  traded on the  over-the-counter  market  are
valued at the mean  between the last  current bid and asked  prices.  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, 1997,
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 and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of increases  and  decreases in net assets
from  operatons  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 an affiliate,  Market Systems Research Advisors, Inc.
("MSR"),  under which MSR provides the Fund with investment management services.
Pursuant to the terms of the sub-advisory contract between LMC and MSR, LMC pays
MSR a monthly sub-advisory fee at the annual rate


                                        6


<PAGE>




LEXINGTON SMALLCAP FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1998 (unaudited) and December 31, 1997 (continued)

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

of 0.50% of the Fund's average daily net assets.  The  sub-advisory  fee will be
paid by LMC, not the Fund.  For 1998,  LMC has agreed to  voluntarily  limit the
total  expenses  of  the  Fund  (excluding  interest,   taxes,  brokerage,   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.  Total
reimbursement  was $197 for the six months ended June 30, 1998, and is set forth
in the statement of operations.

The Fund also  reimburses  LMC for certain  expenses,  including  accounting and
shareholder servicing costs of $9,357, 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,
1998 were $11,131 and are set forth in the statement of operations.

4. CAPITAL STOCK

Transactions in capital stock were as follows:


<TABLE>
<CAPTION>
                                          Six months ended
                                            June 30, 1998                      Year ended
                                             (unaudited)                    December 31, 1997
                                   -------------------------------   -------------------------------
                                    Shares            Amount          Shares           Amount
                                   -------------   ---------------   -------------   ---------------
<S>                                <C>             <C>               <C>             <C>
Shares sold   ..................       36,088       $    423,842        242,768       $  3,149,748
Shares issued on reinvestment
 of dividends ..................       -                 -              101,424          1,157,337
                                   ----------      -------------        -------       ------------
                                       36,088            423,842        344,192          4,307,085
Shares redeemed  ...............     (184,130)        (2,178,063)      (191,705)        (2,470,596)
                                   ----------      -------------       --------       ------------
 Net increase (decrease)  ......     (148,042)      $ (1,754,221)       152,487       $  1,836,489
                                   ==========       ============        =======       ============
</TABLE>

5. PURCHASES AND SALES OF INVESTMENT SECURITIES

The cost of purchases and proceeds  from sales of securities  for the six months
ended June 30,  1998,  excluding  short-term  securities,  were  $6,346,088  and
$8,320,821, respectively.

At June 30, 1998, the aggregate gross unrealized appreciation for all securities
in which there is an excess of value over tax cost  amounted to  $1,179,121  and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value amounted to $333,287.


                                        7


<PAGE>





LEXINGTON SMALLCAP FUND, INC.
FINANCIAL HIGHLIGHTS

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



<TABLE>
<CAPTION>
                                                                                                  January 2, 1996
                                                                                                   (commencement
                                                           Six months ended      Year ended      of operations) to
                                                            June 30, 1998       December 31,       December 31,
                                                             (unaudited)            1997               1996
                                                           ----------------     ------------     -----------------
<S>                                                            <C>                  <C>              <C>
Net asset value, beginning of period  ..................       $11.39              $11.73            $10.00
                                                               ------              ------            ------
Income (loss) from investment operations:   ............    
 Net investment loss   .................................        (0.11)              (0.19)            (0.18)
 Net realized and unrealized gain on investments  ......         0.63                1.41              1.94
                                                               ------              ------            ------
Total income from investment operations  ...............         0.52                1.22              1.76
                                                               ------              ------            ------
Less distributions:                                         
 Distributions from net realized gains   ...............           --               (1.56)            (0.03)
                                                               ------              ------            ------
Net asset value, end of period  ........................       $11.91              $11.39            $11.73
                                                               ======              ======            ======
Total return  ..........................................         9.42%*             10.47%            17.50%
Ratio to average net assets:                                
 Expenses, before reimbursement or waivers  ............         2.75%*              2.57%             3.04%
 Expenses, net of reimbursement or waivers  ............         2.75%*              2.57%             2.48%
 Net investment loss, before reimbursement or               
  waivers  .............................................       (1.68)%*            (1.78)%           (2.34)%
 Net investment loss, net of reimbursement                  
  or waivers  ..........................................       (1.68)%*            (1.78)%           (1.78)%
Portfolio turnover rate   ..............................       155.53%*             39.09%            60.92%
Average commissions paid on equity security                 
 transactions ..........................................       $  0.04              $ 0.04            $ 0.03
Net assets, end of period (000's omitted)   ............       $ 8,240              $9,565            $8,061
</TABLE>                                                 

* Annualized.








                                        8



<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  CORPORATE  LEADERS 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 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
1-800-526-0056. Read the prospectus carefully before you invest or send money.

*Redemptions on shares of Lexington Troika Dialog Russia Fund, Inc. held less
than 365 days are subject to a redemption fee of 2% of the redemption proceeds.




<PAGE>

LEXINGTON
SMALLCAP FUND, INC.


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

                                   

SUB-ADVISER                        
- ---------------------------------------------------------
Market Systems Research Advisors, Inc.
80 Maiden Lane
New York, New York 10038           

                                     

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  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.


           L E X I N G T O N


           [GRAPHIC OMITTED]



                LEXINGTON
                SMALLCAP
                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.
    -- --------------------------------

          SEMI-ANNUAL REPORT
             JUNE 30, 1998
   
          The Lexington Group
              of No Load
          Investment Companies




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