LEXINGTON GOLDFUND INC
N-30D, 1996-02-22
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Dear Shareholders:
- --------------------------------------------------------------------------------
    Gold bullion in 1995  continued the long process of  consolidation  begun in
late 1993.  Ending the year at $387.10 an ounce,  gold was up only 1.0% from the
$383.20 an ounce level recorded at the end of 1994.
_____________________________________________________________________________
                                   GRAPH
Paper version of this shareholder report contains a graph charting the spot
   price of gold bullion from $330 - $410 an ounce between 1993 and 1995.
_____________________________________________________________________________
                                    
    A strong base for the gold price was  provided by growing  physical  demand,
especially  for  jewelry in the Far East  powered  by India and China.  A robust
floor was  established  just above $370 an ounce.  However,  gold had difficulty
breaching  the $395 level due to massive sales and gold loans from central banks
at these higher levels  together with heavy  forward  selling by the  producers.
Given the pressure  from these two  sources,  as well as an absence of buying by
funds due to the low volatility of gold bullion,  the ability of physical demand
to support the price was all the more critical.

    Given the subdued movement in the gold market, it is not surprising that the
unmanaged Financial Times World Gold Mines Index showed only modest movement for
the year with a decline of 3.2%. However,  this modest decline masks significant
divergences between the performance of two of



                                       1


<PAGE>


the major  geographical gold markets for 1995.  Whereas the unmanaged  Financial
Times North American Gold Index advanced  9.1%, the unmanaged  Johannesburg  All
Gold Index (which  traces the South  African gold shares)  tumbled 25.8% in U.S.
dollar terms and a full 33.6% when measured in local currency terms.
_____________________________________________________________________________
                                   GRAPH
   Paper version of this shareholder report contains a graph charting the 
  Financial Times North American Gold Index vs. Johannesburg All Gold Index
                                during 1995.
_____________________________________________________________________________

    Lower gold  production  in South  Africa  resulted  from a plethora of newly
created  holidays  together with  unauthorized  work stoppages and lower grades.
Meanwhile,  a steady  local  currency,  despite much  speculation  that it would
decline after the financial and commercial rands were  consolidated,  meant that
South African gold producers received no relief from the higher gold prices that
would result from a weak currency. Lower production, higher costs, and no relief
from the gold price  combined  to crush  profits  and  sharply  reduce  dividend
distributions.  The shares were hard hit despite their modest valuations of gold
reserves (about $33 an ounce versus $150 plus for the North  Americans)  because
investors  feared that  extraction of those  reserves  might be only  marginally
profitable.  While the North  American  gold shares  were  modestly up and South
African shares were hard hit, the Australian gold shares were down a modest 3.5%
as measured by the unmanaged  Financial Times Australian Gold Mine Index,  about
the same decline as for the unmanaged Financial Times All Gold Index.


                                       2


<PAGE>


    During a year of sharply divergent share market  performance among the major
geographical gold share indices,  Lexington Goldfund showed a negative return of
1.89%*  compared with a positive  return of 1.68% for the average fund monitored
by Lipper Analytical Services, Inc. The Fund was hurt by its higher than average
holdings of South African  shares at the beginning of the year (34% versus under
20% for most of the other  gold  funds)  as well as by a  somewhat  higher  than
average  holding in Australian  shares.  Since that time,  the exposure to South
African  shares  has been  pared  down  considerably  to  under  20% of the Fund
awaiting an  improvement  in  profitability  for those mines warrant a move back
into this market with full  conviction.  The percentage  held in Australian gold
shares has been  increased due to their  attractive  valuations,  an opportunity
that has been  recognized by a number of the more highly  valued North  American
producers through share acquisitions down under.

    Looking ahead, there are reasons to be optimistic  regarding the dissipation
of forward  selling and central bank sales of gold both of which have kept a lid
on the price despite the strong levels of  fabrication  demand.  During the past
couple of years of low  volatility in the gold price,  producers,  especially in
Australia,  have become  increasingly  tempted to take  advantage  of the higher
forward  prices of gold to sell  increasing  amounts  of gold  forward at little
perceived  risk.  This was fine as long as the forward prices were  sufficiently
elevated in relation to current  prices as a result of high  interest  rates and
also low lease rates on gold.  With lower  interest  rates and with higher lease
rates,  the pickup in revenues  from  forward  selling in a flat gold market has
become  significantly  less.  In fact,  these  factors  have  caused  the recent
phenomenon of  "backwardation"  in the gold price, a situation where the current
price of gold is actually  higher than the forward price.  This rare  occurrence
will significantly dampen the desire by producers to sell forward and may create
pressure  to buy back  some of  these  forward  positions  should  producers  be
convinced that gold prices are headed up-in effect a short  squeeze.  This could
have a dramatically positive impact on the gold price.

    Meanwhile,  the central banks,  who have also put pressure on the gold price
through sales and loans of gold, have seen their gold sales well absorbed by the
market  and have  also seen  their  efforts  at call  writing  become  ever less
profitable.  Reserve  levels have been brought into line and some central banks,
such as Canada  and  Russia,  have  nearly  depleted  their  gold  reserves.  In
addition, some of the Far Eastern central banks with low levels of gold reserves
have  come  under   increasing   pressure   to  buy  gold   bullion  as  prudent
diversification  against  fluctuations  in their  dollar,  yen, and  deutschmark
reserves. Also, the commodity and hedge funds, long absent from the gold market,
have begun to nibble at the laggard  gold  bullion  market as other  commodities
have started to weaken.  All told,  we feel that there is good reason to be more
optimistic about the gold price and feel strongly that the Lexington Goldfund is
well  positioned  to take  advantage  of this outlook  through a flexible,  well
diversified portfolio of precious metals shares as well as bullion itself.


                                       3


<PAGE>


    We appreciate  your continued  support and would welcome the  opportunity to
discuss any questions you may have about your investment.


                                  Sincerely,





            Robert W. Radsch                    Robert M. DeMichele
            Portfolio Manager                   President
            January, 1996                       January, 1996
_____________________________________________________________________________
                                    GRAPH
    Paper version of this shareholder report contains a graph comparing the 
                   changes in value of a $10,000 investment in
                            Lexington Goldfund, Inc.,
               the unmanaged Standard & Poor's 500 Stock Price Index
                and Gold Bullion (London P.M. Fix, (U.S. Dollars))
_____________________________________________________________________________

*-1.89%,  4.88% and 7.45% are the one, five and ten year average annual standard
 total returns, respectively, for the period ended December 31, 1995. 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.


                                       4


<PAGE>


Lexington Goldfund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1995 
 
<TABLE>
<CAPTION>


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

<S>               <C>                                                                  <C>     
                  GOLD BULLION: 11.4%
                  39,978 fine ounces (cost $15,468,090) ............................   $ 15,465,303
                                                                                       ------------
                  GOLD MINING COMMON STOCKS: 84.6%
                  AUSTRALIA: 22.6%
  805,000         Acacia Resources, Ltd.2 ..........................................      1,446,464
  292,215         Burmine, Ltd. ....................................................        574,970
  800,000         Climax Mining, Ltd.2 .............................................        736,560
  950,000         Delta Gold NL2 ...................................................      2,299,523
  607,600         Eagle Mining Corporation NL2 .....................................      1,168,460
  600,000         Emperor Mines, Ltd. ..............................................        957,825
2,240,423         Gold Mines of Kalgoorlie, Ltd. ...................................      2,079,393
1,300,000         Golden Shamrock Mines, Ltd.2 .....................................        801,158
  750,000         Great Central Mines NL ...........................................      1,447,875
  800,000         Gwalia Resources, Ltd. ...........................................      1,366,200
   15,000         Lihir Gold, Ltd. (ADR)2 ..........................................        328,125
  624,750         Mount Edon Gold Mines, Ltd. ......................................      1,275,661
  441,200         Newcrest Mining, Ltd. ............................................      1,854,165
  393,750         Niugini Mining, Ltd.2 ............................................        757,211
1,000,000         Otter Gold Mines, Ltd.2 ..........................................      1,225,125
  500,000         Plutonic Resources, Ltd. .........................................      2,376,000
  682,700         Posgold, Ltd. ....................................................      1,358,505
  391,000         Ranger Minerals NL2 ..............................................        827,405
  892,857         Resolute Samantha, Ltd ...........................................      1,889,397
   65,000         Ross Mining NL ...................................................         61,293
2,000,000         St. Barbara Mines, Ltd. ..........................................      1,232,550
  977,100         St. Barbara Mines, Ltd.1 .........................................        602,162
  814,100         Wiluna Mines, Ltd. ...............................................        840,212
  500,000         WMC, Ltd .........................................................      3,207,600
                                                                                       ------------
                                                                                         30,713,839
                                                                                       ------------
                  GHANA: 1.9%
  125,000         Ashanti Goldfields Company, Ltd.1 ................................      2,531,250
                                                                                       ------------

                  NORTH AMERICA: 40.1%
   25,000         Agnico-Eagle Mines, Ltd. .........................................        315,625
   15,000         Amax Gold Inc. (Preferred shares) ................................        817,500
  105,000         Barrick Gold Corporation .........................................      2,769,375
   70,000         Bre-X Minerals, Ltd.2 ............................................      2,720,939
   50,000         Cambior, Inc.1 ...................................................        543,750
  195,400         Cambior, Inc. ....................................................      2,124,975
   20,000         Cambior, Inc. (Warrants) .........................................          8,750
  165,000         Campbell Resources, Inc.2 ........................................        159,736

</TABLE>

                                       5


<PAGE>


Lexington Goldfund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1995 (continued)

<TABLE>
<CAPTION>


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

<S>               <C>                                                                  <C>     
                  NORTH AMERICA (continued)
  340,000         Canarc Resource Corporation2 .....................................    $   349,102
  500,000         Dayton Mining Corporation2 .......................................      2,108,544
  125,000         Echo Bay Mines, Ltd. .............................................      1,296,875
   80,500         Euro Nevada Mining Corporation, Ltd. .............................      2,937,202
   32,169         First Mississippi Corporation ....................................        707,718
   45,000         Franco Nevada Mining Corporation, Ltd. ...........................      2,632,013
  118,600         Freeport McMoran Copper & Gold (Preferred shares) ................      3,320,800
  526,000         Geddes Resources, Ltd.2 ..........................................        501,503
  500,000         Geomaque Explorations, Ltd.2 .....................................        674,734
  100,000         Golden Knight Resources, Inc. ....................................        577,558
  120,000         Golden Star Resources, Ltd.1,2 ...................................        615,000
  120,000         Golden Star Resources, Ltd. (Warrants)1,2 ........................          1,200
   17,800         Golden Star Resources, Ltd.2 .....................................         91,225
  500,000         Granges, Inc.2 ...................................................        825,083
  100,000         Greenstone Resources, Ltd.2 ......................................        286,029
   15,400         Guyanor Resources S.A.2 ..........................................         38,401
  237,800         Hemlo Gold Mines, Inc. ...........................................      2,229,375
  548,100         International Gold Resources Corporation2 ........................      1,447,129
  200,000         Laminco Resources, Inc.2 .........................................        205,354
  525,000         Loki Gold Corporation (Warrants) .................................     1,2904,840
  130,000         Newmont Gold Company .............................................      5,687,500
   31,691         Newmont Mining Corporation .......................................      1,434,018
   62,000         North American Palladium, Ltd.2 ..................................        364,250
  100,000         Pegasus Gold, Inc. ...............................................      1,387,500
   90,000         Placer Dome, Inc. ................................................      2,171,250
  150,000         Prime Resource Group, Inc.2 ......................................      1,031,353
  239,002         Santa Fe Pacific Gold Corporation ................................      2,897,899
   75,000         Stillwater Mining Company2 .......................................      1,462,500
  200,000         Triton Mining Corporation (Warrants)1,2 ..........................        733,407
  850,000         TVX Gold, Inc. ...................................................      6,056,250
  182,000         Venoro Gold Corporation2 .........................................         32,034
                                                                                       ------------
                                                                                         54,468,296
                                                                                       ------------
                  SOUTH AFRICA: 19.3%
   59,925         Anglo American Platinum (ADR)2 ...................................        341,093
   15,000         Anglovaal Ltd. "N" ...............................................        609,137
  235,000         Beatrix Mines, Ltd. ..............................................      2,111,744
  640,600         Deelkraal Gold Mining Company, Ltd. ..............................        509,738
  304,000         Driefontein Consolidated, Ltd. ...................................      3,857,868
   19,680         Durban Roodepoort Deep, Ltd.2 ....................................        172,797
   49,200         Durban Roodepoort Deep, Ltd.2 ....................................        425,244
   19,680         Durban Roodepoort Deep, Ltd. (Options)2 ..........................         65,474

</TABLE>

                                       6



<PAGE>


Lexington Goldfund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1995 (continued)

<TABLE>
<CAPTION>


  Number of Shares                                                                         Value 
or Principal Amount                     Security                                         (Note 1)
- ----------------------------------------------------------------------------------------------------                       

<S>               <C>                                                                  <C>     
                  SOUTH AFRICA (continued)
1,299,000         East Rand Gold & Uranium Company .................................   $  3,475,168
  370,000         Elandsrand Gold Mining Company, Ltd. .............................      1,776,650
   20,000         Free State Consolidated Gold Mines, Ltd. .........................        149,540
  150,000         Free State Development & Investment, Ltd. ........................        102,895
  135,000         Impala Platinum Holdings, Ltd. ...................................      2,463,301
   58,000         JCI, Ltd. (ADR) ..................................................        457,417
  100,000         Kinross Mines, Ltd. ..............................................        946,632
   30,500         Kloof Gold Mining Company (ADR) ..................................        289,750
  125,000         Kloof Gold Mining Company, Ltd. ..................................      1,200,439
  360,000         Randex, Ltd.2 ....................................................        148,168
   71,600         Rustenburg Platinum Holdings, Ltd. ...............................      1,178,763
  177,000         St. Helena Gold Mines, Ltd. ......................................        971,327
    6,600         Vaal Reefs Exploration & Mining Company, Ltd. ....................        427,384
  221,849         Western Areas Gold Mining Company, Ltd. ..........................      3,789,298
   99,000         Winkelhaak Mines, Ltd. ...........................................        706,270
                                                                                       ------------
                                                                                         26,176,097
                                                                                       ------------

                  UNITED KINGDOM: 0.7%
  600,000         Cluff Resources Plc ..............................................        995,100
                                                                                       ------------

                  TOTAL GOLD MINING COMMON STOCKS:
                    (Cost $106,998,782) ............................................    114,884,582
                  CONVERTIBLE NOTES: 0.5%
 $750,000         Canyon Resources Corporation1
                    6.00%, due 06/01/98 (Cost $692,265) ............................        607,500
                                                                                       ------------

                  SHORT-TERM INVESTMENTS: 3.0%
1,500,000         Federal Home Loan Bank 5.55%, due 02/13/96 .......................      1,490,056
2,600,000         Federal Home Loan Mortgage Corporation 5.50%, due 01/02/96 .......      2,599,603
                                                                                       ------------
                  TOTAL SHORT-TERM INVESTMENTS
                    (Cost $4,089,659) ..............................................      4,089,659
                                                                                       ------------

                  TOTAL INVESTMENTS: 99.5%
                    (Cost $127,248,796+) (Note 1) ..................................    135,047,044
                  Other assets in excess of liabilities: 0.5% ......................        731,618
                                                                                       ------------

                  TOTAL NET ASSETS: 100.0%
                    (equivalent to $6.24 per share on
                    21,750,338 shares outstanding) .................................   $135,778,662
                                                                                       ============
</TABLE>

                                       7

<PAGE>


Lexington Goldfund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1995 (continued)
- --------------------------------------------------------------------------------
Notes to Statement of Net Assets

1The following  securities  were purchased under Rule 144A of the Securities Act
 of 1933 and, unless registered under the Act or exempted from registration, may
 be sold only to qualified institutional investors.

<TABLE>
<CAPTION>

                                                                   Average Cost
                                                                    Per Share/
                                                Acquisition        Principal Unit     Market        % of Net
              Issuer                               Date            or Par Value        Value         Assets
- --------------------------------------------------------------------------------------------------------------
<S>                                            <C>                     <C>          <C>               <C>

Ashanti Goldfields Company, Ltd. ...........   1/6/95-11/3/95          $19.40       $2,531,250        1.86%
Cambior, Inc. ..............................       5/7/93               10.28          543,750        0.40%
Canyon Resource Corporation ................  5/19/93-6/19/95           91.00          607,500        0.45%
Golden Star Resources, Ltd. ................      1/24/94               16.01          615,000        0.45%
Golden Star Resources, Ltd. (Warrants) .....      1/24/94                0.01            1,200        0.00%
Loki Gold Corporation (Warrants) ...........      9/28/95                1.34          904,840        0.67%
St. Barbara Mines, Ltd. ....................      5/13/93                0.53          602,162        0.44%
Triton Mining Corporation (Warrants) .......      5/19/95                2.76          733,407        0.54%
                                                                                    ----------        ----
                                                                                    $6,539,109        4.81%
                                                                                    ==========        ==== 
</TABLE>


Pursuant  to  guidelines  adopted  by  the  Fund's  Board  of  Directors,  these
unregistered  securities  have been deemed to be  illiquid.  The Fund  currently
limits  investment in illiquid  securities  to 15% of the Fund's net assets,  at
market value, at the time of purchase.

2Non-income producing securities.
 ADR-American Depository Receipt.
+Aggregate cost for Federal income tax purposes is identical.




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


                                       8


<PAGE>


Lexington Goldfund, Inc.
Statement of Assets and Liabilities
December 31, 1995 (unaudited)

<TABLE>

<S>                                                                                            <C>

Assets

Investments, at value (cost $127,248,796) (Note 1) ..........................................  $135,047,044
Cash ........................................................................................        70,881
Receivable for investment securities sold ...................................................     1,296,575
Receivable for shares sold ..................................................................       355,242
Dividends and interest receivable ...........................................................       247,729
                                                                                               ------------
        Total Assets ........................................................................   137,017,471
                                                                                               ------------

Liabilities

Due to Lexington Management Corporation (Note 2) ............................................        92,663
Payable for shares redeemed .................................................................       770,735
Payable for investment securities purchased .................................................       199,927
Accrued expenses ............................................................................       175,484
                                                                                               ------------
        Total Liabilities ...................................................................     1,238,809
                                                                                               ------------

Net Assets (equivalent to $6.24 per share on 21,750,338 shares outstanding) (Note 4) ........  $135,778,662
                                                                                               ============

Net Assets consist of:
Capital stock-authorized 500,000,000 shares, $.001 par value per share ......................  $     21,750
Additional paid-in capital (Note 1) .........................................................   138,788,767
Accumulated net realized loss on investments (Notes 1 and 6) ................................   (10,830,199)
Net unrealized appreciation of investments ..................................................     7,798,344
                                                                                               ------------
                                                                                               $135,778,662
                                                                                               ============


</TABLE>



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


                                       9



<PAGE>


Lexington Goldfund, Inc.
Statement of Operations
Year ended December 31, 1995
<TABLE>

<S>                                                                  <C>            <C>

Investment Income
Income
  Dividends .......................................................  $ 2,567,136
  Interest ........................................................      449,967
                                                                     -----------
                                                                       3,017,103
  Less: foreign tax expense .......................................      353,770
                                                                     -----------
    Total investment income .......................................                  $2,663,333


Expenses
  Investment advisory fee (Note 2) ................................    1,251,651
  Accounting and shareholder services expense (Note 2) ............      236,674
  Custodian and transfer agent expenses ...........................      197,100
  Printing and mailing ............................................      243,618
  Directors' fees and expenses ....................................       11,787
  Audit and legal .................................................       51,354
  Registration fees ...............................................       52,087
  Computer processing fees ........................................       18,609
  Distribution expenses (Note 3) ..................................      375,548
  Other expenses ..................................................      120,975
                                                                     -----------
    Total expenses ................................................                   2,559,403
                                                                                    ----------- 
        Net investment income .....................................                     103,930


Realized and Unrealized Gain (Loss)
  on Investments (Note 5)
Net realized gain (loss) on:
  Investments .....................................................    9,673,019
  Foreign currency transactions ...................................       (1,808)
                                                                     -----------
    Net realized gain .............................................                   9,671,211
Net change in unrealized appreciation (depreciation) on:
  Investments .....................................................  (11,866,711)
  Foreign currency translations of other assets and liabilities ...          124
                                                                     -----------
    Net change in unrealized depreciation .........................                 (11,866,587)
                                                                                    ----------- 
        Net realized and unrealized loss ..........................                  (2,195,376)
                                                                                    ----------- 

Decrease in Net Assets Resulting from Operations ..................                 $(2,091,446)
                                                                                    =========== 

</TABLE>


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



                                       10



<PAGE>

Lexington Goldfund, Inc.
Statements of Changes in Net Assets
Years ended December 31, 1995 and 1994

<TABLE>
<CAPTION>

                                                                              1995               1994
                                                                          ------------        ------------ 
<S>                                                                        <C>                <C>

Net investment income ..................................................   $   103,930       $    783,023
Net realized gain from security transactions ...........................     9,671,211          5,641,763
Decrease in unrealized appreciation of investments .....................   (11,866,587)       (19,365,629)
                                                                          ------------       ------------- 
        Net decrease in net assets resulting from operations ...........    (2,091,446)       (12,940,843)
Distributions to shareholders from net investment income ...............      (244,385)          (704,103)
Increase (decrease) in net assets from capital share transactions
  (Note 4) .............................................................   (21,320,113)        13,600,482
                                                                          ------------       ------------- 
        Net decrease in net assets .....................................   (23,655,944)           (44,464)

Net Assets
Beginning of period ....................................................   159,434,606        159,479,070
                                                                          ------------       ------------- 

End of period (including undistributed net investment income of
  $100,368 for the year ended December 31, 1994) .......................  $135,778,662       $159,434,606
                                                                          ============       =============  

</TABLE>

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




                                       11


<PAGE>

Left Col.

Lexington Goldfund, Inc.
Notes to Financial Statements
December 31, 1995 and 1994

1.  Significant Accounting Policies

Lexington Goldfund, Inc. (the ``Fund") is an open end non-diversified management
investment  company  registered  under the  Investment  Company Act of 1940,  as
amended.  The Fund's objective is to attain capital  appreciation and such hedge
against loss of buying power as may be obtained  through  investment in gold and
equity  securities of companies  engaged in mining or processing gold throughout
the  world.  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. Investments in securities traded on a national securities
exchange  are  valued at the last  sale  price on the last  business  day of the
fiscal period. Securities traded on the over-the-counter market and gold bullion
are valued at the mean between the last reported bid and asked price. Securities
for which  market  quotations  are not readily  available  and other  assets are
valued at fair value as determined  by management  and approved in good faith by
the Board of  Directors.  Short-term  securities  are stated at amortized  cost,
which   approximates   market  value.   Dividend  income  and  distributions  to
shareholders are recorded on the ex-dividend date. Interest income is accrued as
earned.

  Foreign Currency Transactions Foreign currencies (and receivables and payables
denominated in foreign  currencies)  are translated  into U.S. dollar amounts at
current  exchange rates.  Translation  gains or losses resulting from changes in
exchange  rates and  realized  gains and  losses on the  settlement  of  foreign
currency transactions are reported in the statement of operations.  In addition,
the Fund may enter into  forward  foreign  exchange  contracts in order to hedge
against foreign currency risk in the purchase or sale of securities  denominated
in  foreign  currency.  The Fund may also  enter  into such  contracts  to hedge
against changes in foreign currency exchange rates on portfolio positions. These
contracts are marked to market daily, by recognizing the difference  between the
contract  exchange  rate and the  current  market  rate as  unrealized  gains or
losses.  Realized gains or losses are  recognized  when contracts are closed and
are reported in the statement of operations.

                                       12


Right Col.




  Distributions  In accordance  with Statement of Position 93-2:  Determination,
Disclosure  and Financial  Statement  Presentation  of Income,  Capital Gain and
Return of Capital  Distributions  by  Investment  Companies,  as of December 31,
1995,  foreign exchange losses of $1,808 were  reclassified from accumulated net
realized  losses  to  distributions  in  excess  of net  investment  income.  In
addition,  book and tax differences  amounting to $41,895 have been reclassified
from  distributions  in excess of net  investment  income to additional  paid-in
capital.  As of December 31, 1994, book and tax basis  differences  amounting to
$26,684 have been  reclassified  from  undistributed  net  investment  income to
additional paid-in capital. In addition,  foreign exchange losses of $7,999 were
reclassified   from  accumulated  net  realized  losses  to  undistributed   net
investment income.

  Federal  Income  Taxes  It  is  the  Fund's   intention  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 has been made.

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% of the Fund's  average  daily net assets up to
$50 million and 0.75% of average daily net assets in excess of $50 million.  The
investment advisory contract provides that the total annual expenses of the Fund
(including management fees, but excluding interest, taxes, brokerage commissions
and extraordinary expenses) will not exceed the level of expenses which the Fund
is permitted to bear under the most restrictive  expense  limitation  imposed by
any state in which shares of the Fund are offered for sale. No reimbursement was
required for the year ended December 31, 1995.

The Fund also  reimburses  LMC for certain  expenses,  including  accounting and
shareholder servicing costs, which are incurred by the Fund, but paid by LMC.

3.  Distribution Plan

The Fund has adopted 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 Fund  Distributors,  Inc.  ("LFD"),  the Fund's
distributor in amounts not exceeding




<PAGE>

Left Col.

Lexington Goldfund, Inc.
Notes to Financial Statements
December 31, 1995 and 1994 (continued)

3.  Distribution Plan (continued)

 .25% per annum of the  Fund's  average  daily  net  assets.  Total  distribution
expenses for the year ended December 31, 1995 were $375,548 and are set forth in
the statement of operations.

4.  Capital Stock

Transactions in capital stock were as follows:

                                   Year ended                Year ended
                               December 31, 1995          December 31, 1994
                          -------------------------   -------------------------
                              Shares       Amount        Shares       Amount
                          -----------  ------------   -----------  ------------ 

Shares sold .............  22,030,928  $132,527,053    29,889,582  $196,803,590
Shares issued to share-
 holders on reinvest-
 ment of dividends ......      32,429       212,081        93,509       615,486
                          -----------  ------------   -----------  ------------ 

                           22,063,357   132,739,134    29,983,091   197,419,076

Shares redeemed ......... (25,332,729) (154,059,247   (28,084,616) (183,818,594)
                          -----------  ------------   -----------  ------------ 
 Net increase (decrease).  (3,269,372) $(21,320,113)    1,898,475   $13,600,482
                          ===========  ============   ===========  ============ 


5.  Purchases and Sales of Investments

The cost of purchases and proceeds from sales of investments  for the year ended
December  31,  1995,  excluding  short-term  securities,  were  $57,413,783  and
$78,604,155, respectively.

At  December  31,  1995,   aggregate  gross  unrealized   appreciation  for  all
investments  in which  there is an excess  of value  over tax cost  amounted  to
$19,555,949 and aggregate gross  unrealized  depreciation for all investments in
which there is an excess of tax cost over value amounted to $11,757,605.



Right Col.


6.  Federal Income Taxes-Capital Loss Carryforwards

Capital  loss  carryforwards  available  for federal  income tax  purposes as of
December 31, 1995 are approximately:

    $5,283,213 expiring in 1999;
    $8,266,551 expiring in 2000; and,
    $2,280,435 expiring in 2001.

To the extent any future  capital gains are offset by these  losses,  such gains
would not be distributed to shareholders.

Treasury regulations were issued in early 1990 which provide that capital losses
incurred  after  October 31 of a fund's  taxable  year  should be deemed to have
occurred  on  the  first  day of the  following  year  (i.e.:  January  1).  The
regulations  indicate that a fund may elect to  retroactively  apply these rules
for  purposes  of  computing  taxable  income.  Accordingly,  the  capital  loss
carryforwards for Lexington  Goldfund,  Inc. have been adjusted to reflect prior
years' post-October losses in the next fiscal year.

7.  Investment and Concentration Risks

The Fund makes significant investments in foreign securities and has a policy of
investing  in gold and in the  securities  of  companies  engaged  in  mining or
processing  gold.  There are  certain  risks  involved in  investing  in foreign
securities  or  concentrating  in  specific  industries,   such  as  mining  and
processing  gold,  that are in addition to the usual risks  inherent in domestic
investments.  The price of gold in particular,  is subject to substantial  price
fluctuations  over  short  periods  of time.  These  risks  also  include  those
resulting from future adverse political and economic developments as well as the
possible   imposition  of  foreign   exchange  or  other  foreign   governmental
restrictions or laws.

                                       13


<PAGE>


Lexington Goldfund, Inc.
Financial Highlights

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

<TABLE>
<CAPTION>


                                                                     Year ended December 31,
                                                    ---------------------------------------------------
                                                     1995        1994        1993       1992      1991
                                                    ---------------------------------------------------
<S>                                                 <C>         <C>         <C>        <C>       <C>

Net asset value, beginning of period ..........     $6.37       $6.90       $3.70      $4.68     $5.03
                                                    -----       -----       -----      -----      -----
Income from investment operations:
  Net investment income .......................         -         .03         .01        .02       .04
  Net realized and unrealized gain (loss)
    on investments ............................      (.12)       (.53)       3.21       (.98)     (.35)
                                                    -----       -----       -----      -----      -----
Total income (loss) from investment
  operations ..................................      (.12)       (.50)       3.22       (.96)     (.31)
                                                    -----       -----       -----      -----      -----
Less distributions:
  Dividends from net investment income ........      (.01)       (.03)       (.02)      (.02)     (.04)
                                                    -----       -----       -----      -----      -----
Net asset value, end of period ................     $6.24       $6.37       $6.90      $3.70      $4.68
                                                    =====       =====       =====      =====      =====
Total return ..................................    (1.89%)     (7.28%)     86.96%    (20.51%)    (6.14%)
Ratio to average net assets:
  Expenses ....................................     1.70%       1.54%       1.63%      1.69%      1.43%
  Net investment income                              .07%        .50%        .25%       .58%       .81%
Portfolio turnover                                 40.41%      23.77%      28.41%     13.18%     22.14%
Net assets, end of period (000's omitted) .....  $135,779    $159,435    $159,479    $71,856    $96,316

</TABLE>


                                       14


<PAGE>



Independent Auditors' Report


The Board of Directors and Shareholders
Lexington Goldfund, Inc.:

    We have audited the  accompanying  statements of net assets  (including  the
portfolio of investments) and assets and liabilities of Lexington Goldfund, Inc.
as of December 31, 1995,  the related  statement of operations for the year then
ended,  the  statements  of  changes  in net assets for each of the years in the
two-year period then ended,  and the financial  highlights for each of the years
in the five-year  period then ended.  These  financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  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.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995 by  correspondence  with the custodian  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 and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Lexington Goldfund,  Inc. as of December 31, 1995, the results of its operations
for the year then ended,  the changes in its net assets for each of the years in
the two-year  period then ended,  and the financial  highlights  for each of the
years in the five-year period then ended, in conformity with generally  accepted
accounting principles.

                                                           KPMG Peat Marwick LLP



New York, New York
January 29, 1996




                                       15



<PAGE>


Left Col.

Lexington
Goldfund, Inc.


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


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 * Account Balances * Exchanges *
             Last Transactions * Total Return * Duplicate Statements

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


This  report  has been  prepared  for the  information  of the  shareholders  of
Lexington  Goldfund,  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.




Right Col.



                                    LEXINGTON






                                    LEXINGTON
                                    GOLDFUND,
                                      INC.


                                  (filled box)


                       Seeks capital appreciation and such
                       hedge against loss of buying power
                           as may be obtained through
                          investment in gold and equity
                       securities of companies engaged in
                            mining or processing gold
                              throughout the world.

                                  (filled box)

                                  ANNUAL REPORT
                                DECEMBER 31, 1995



                               The Lexington Group
                                   of No Load
                              Investment Companies




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