December 3, 1999
LEXINGTON SMALLCAP FUND, INC.
SUPPLEMENT TO
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 3, 1999
On November 30, 1999, the Board of Directors of the Fund approved the
provisions of a Plan of Liquidation and Dissolution (the "Plan"). The Plan
provides for the complete liquidation of all of the assets of the Fund. If
this proposal is approved by shareholders, Lexington Management Corporation
(the "Adviser") will undertake to liquidate the Fund's assets at market
prices and on such terms and conditions as the Adviser shall determine to be
reasonable and in the best interests of the Fund and its shareholders.
A special meeting of shareholders is scheduled for February 11, 2000 to
consider this proposal. Shareholders of record as of November 30, 1999 are
eligible to vote at the meeting. In the event the Plan is not adopted, the
Directors will consider what action, if any, should be taken.
