LEXINGTON GOLDFUND INC
N-30D, 1998-02-27
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Dear Shareholders:
- --------------------------------------------------------------------------------

     The price of gold bullion in 1997 traced a disappointing path. Having ended
1996 at $367.70 an ounce,  gold  bullion  declined  by  mid-February  to $340.00
before rallying.  The $340.00 level appeared to be holding until the end of June
when the  Australian  Central Bank gold sale  prompted  renewed fears of further
Central Bank selling in  anticipation  of the European  Monetary  Union. A brief
rally in late  October was  followed  by a sharp  decline to a low of $282.75 in
early  December as fears of forced gold selling by  distressed  Southeast  Asian
countries was added to existing concerns  regarding European Central Bank sales.
Gold  bullion  finished  the year at $289.05,  a decline of 21.41% from where it
stood at the end of 1996.

     Demand for gold for fabrication,  principally jewelry, was up a healthy 14%
in 1997  according  to  estimates  by the  well  regarded  Gold  Fields  Mineral
Services,  Ltd. Survey.  Fabrication demand once again comfortably exceeded mine
production  which was up a modest 2% despite  falling gold bullion prices as the
lag in  closures  of higher  cost  mines was not  sufficient  to cancel  out new
production  from  mines   commissioned  when  gold  prices  were  higher.   This
fundamentally  positive picture of fabrication  demand outpacing mine production
was,  however,  overwhelmed by major increases in Central Bank sales, in forward
sales by producers and in short selling by institutions abetted by major Central
Bank lending of gold bullion. With all the concern regarding Central Bank sales,
it is worth  remembering  that Central Bank purchases were also  significant and
that net Central  Bank sales for the year were below the amounts sold in 1993, a
year during  which the price of gold went up. The real damage came from  forward
selling  by  producers  desperately  trying to ensure  survival  and from  short
selling by  institutions  benefiting  from the  downward  sloping  trend in gold
prices and from the ready availability of gold lent by Central Banks. The result
has been a massive and growing short position.

     As would be expected in this  environment of falling gold prices,  the gold
mining shares were hard hit. The unmanaged  Financial  Times All Gold Mine Index
was down 41.97% for the year. Geographic results differed.  Surprisingly,  given
the Bre-X debacle and the subsequent carnage in the Canadian exploration stocks,
the unmanaged  Financial  Times North America Gold Index was down a less drastic
38.29%. This index is heavily dominated by a few very large companies which held
up  better  than  the  smaller  gold  company  shares.   Greater  declines  were
experienced by the unmanaged African and the Australian  indices which were down
an almost identical 47.93% and 47.86% respectively.  Normally, the South African
gold shares  would be  expected to decline  more  severely  than the  Australian
shares given the former's  more  leveraged  nature and the latter's  significant
forward selling.  However,  in the first half of the year  profitability for the
Australian  gold  mines  was  hurt by heavy  rainfall  and by  

                                       1
<PAGE>

earlier  currency  strength  while the second  half was  adversely  affected  by
wholesale  selling  of  resource  stocks by local  institutions  and by  general
turbulence in Southeast Asian markets.

     Lexington  Goldfund  had a  negative  return  of  42.98%*  for  1997.  This
disappointing  performance  was close to the  negative  return of 42.33% for the
average  gold  fund  monitored  by Lipper  Analytical  Services  Inc.  in a very
difficult  environment  for gold  equities in general.  The Fund was hurt by its
greater  international  diversification  compared  with the  average  gold fund.
Especially  unsettling was the  underperformance  of the Australian  gold shares
where the Fund has a  relatively  high  exposure.  These  shares  have  appeared
undervalued  for some time when  compared with the North  Americans.  The recent
premium  of 86%  offered  by the  American  gold  producer,  Homestake,  for the
Australian producer,  Plutonic,  bolsters this view and we hope that this action
will lead to  better  relative  performance  in the  future by the  Australians.
Helping  the  Fund's  relative  performance,  on the  other  hand,  has been its
significant exposure to gold bullion, an element of diversification missing from
most other gold funds.

     As we look  forward,  it is all too easy to  succumb to the  general  gloom
which so often accompanies market bottoms. We hear more and more frequently that
gold has lost its function as a monetary  asset.  And yet the world's  strongest
currency  at  present,  the United  States  dollar,  is backed by  massive  gold
reserves. Russia, trying to establish faith in its currency, has publicly stated
its intention of adding to its gold reserves.  The European Central Bank will in
all  probability  have gold  reserves and its twin pillars of Germany and France
with their  overwhelming  vote (and large gold reserves) on the Bank's Governing
Council are both eager to assure strong  confidence in the new European currency
which argues strongly for a gold backing. Meanwhile, there are signs that China,
its own total  reserves  supplemented  by its  absorption of Hong Kong, has been
adding to its gold reserves in order to provide asset diversification and lessen
its dependence on United States  dollars.  Gold bullion,  the only reserve not a
liability of some other  sovereign  entity,  will  continue to play an important
role as a monetary reserve.

     As for gold demand in the important Asian markets,  it is worth remembering
that currency  devaluation  resulted in substantial  increases in the local gold
price in many of the affected  countries.  Gold served its traditional role as a
store of value reminding  Asian investors of gold's  attributes and the risks of
paper  currencies.  While gold demand softened in the third quarter as investors
cashed in, it appears  that  investment  demand for gold in Asia has  reasserted
itself, not only in the important countries of India and China, but also in some
of the more hard hit countries  such as Thailand,  Indonesia  and Japan.  With a
return to strong  underlying  demand  fundamentals,  the massive short  position
should have a more  difficult  time  maintaining  itself.  There appears to be a
greater realization by the Central Banks that lending to potential short sellers
has been a market depressant and has hurt the value of their 

                                       2
<PAGE>


own  reserves  all of which may lead to greater  restraint.  Some of the classic
signs of a market bottom for gold bullion  prices are now in place and Lexington
Goldfund  looks forward to  participating  in a better gold market with its well
diversified portfolio of gold related assets.


Sincerely,



/s/ Robert W. Radsch                         /s/ Robert M. DeMichele
- --------------------                         -----------------------
    Robert W. Radsch                             Robert M. DeMichele
    Portfolio Manager                            President
    February, 1998                               February, 1998


- --------------------------------------------------------------------------------
            COMPARISON OF CHANGE IN VALUE OF $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)

[The following table represents a chart in the printed report]

                                      Lexington
Year                                   Goldfund      Gold Bullion        S&P 500
================================================================================
12/31/87 ....................          $10,000          $10,000          $10,000
12/31/88 ....................          $ 8,495          $ 8,475          $11,655
12/31/89 ....................          $10,501          $ 8,234          $15,343
12/31/90 ....................          $ 8,333          $ 8,113          $14,867
12/31/91 ....................          $ 7,821          $ 7,296          $19,387
12/31/92 ....................          $ 6,217          $ 6,877          $20,862
12/31/93 ....................          $11,624          $ 8,093          $22,961
12/31/94 ....................          $10,778          $ 7,902          $23,261
12/31/95 ....................          $10,574          $ 7,979          $32,003
12/31/96 ....................          $11,403          $ 7,613          $39,354
12/31/97 ....................          $ 6,502          $ 5,983          $52,487


                        AVERAGE ANNUAL STANDARD TOTAL RETURNS
                            FOR THE PERIOD ENDED 12/31/97
- ---------------------------------------------------------------
FUND/INDEX               1 YR           5 YR            10 YR
- ---------------------------------------------------------------
LEXINGTON GOLD FUND      42.98%          .90%           (4.21%)
- ---------------------------------------------------------------
GOLD BULLION            (21.41%)       (2.75%)          (5.01%)
- ---------------------------------------------------------------
S & P 500                33.37%        20.27%          (18.05%)
- ---------------------------------------------------------------

This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund with a similar  investment  in the Standard & Poor's 500
Stock Index ("S&P 500") and a direct investment in gold bullion. Results for the
Fund and the S&P 500 Index include the  reinvestment of all dividend and capital
gain  distributions.   The  price  of  gold  is  subject  to  substantial  price
fluctuations  over short  periods of time and may be affected  by  unpredictable
international monetary and political policies.  Investment returns 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 it is not predictive of future results.
- --------------------------------------------------------------------------------


 *-42.98%,  0.90%  and  -4.21%  are the one,  five and ten year  average  annual
  standard total returns,  respectively, for the period ended December 31, 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.

                                       3

<PAGE>
<TABLE>
<CAPTION>
LEXINGTON GOLDFUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31,1997

      Number
        of                                                                                    Value
      Shares                                        Security                                (Note 1)
- ------------------------------------------------------------------------------------------------------
<S>  <C>         <C>                                                                         <C>      
                 GOLD BULLION: 17.2%
                 31,928 fine ounces (cost $12,335,608)2 .................................  $ 9,228,817
                                                                                            ----------

                 GOLD MINING COMMON STOCKS: 78.2%
                 AUSTRALIA: 15.6%
     1,605,000   Acacia Resources, Ltd.2 ................................................    1,464,069
       500,000   Centaur Mining and Exploration, Ltd.2 ..................................      175,923
       910,000   Climax Mining, Ltd.2 ...................................................      257,922
       600,000   Delta Gold NL ..........................................................      631,758
       607,900   Emperor Mines, Ltd.2 ...................................................      178,239
       280,000   Great Central Mines, Ltd. ..............................................      301,024
       400,000   Gwalia Consolidated, Ltd.2 .............................................      211,107
       550,000   Lihir Gold, Ltd.2 ......................................................      573,378
        15,000   Lihir Gold, Ltd. (ADR)2 ................................................      315,938
     1,470,000   Menzies Gold NL2 .......................................................      172,404
       343,250   Niugini Mining, Ltd.2 ..................................................      413,753
     1,752,539   Normandy Mining, Ltd. ..................................................    1,701,423
       450,000   Otter Gold Mines, Ltd.2 ................................................      307,865
        70,000   Otter Gold Mines, Ltd. (Options)2 ......................................        3,193
       250,000   Plutonic Resources, Ltd. ...............................................      697,176
       191,000   Ranger Minerals NL2 ....................................................      410,682
       792,857   Resolute, Ltd. .........................................................      578,591
                                                                                            ----------
                                                                                             8,394,445
                                                                                            ----------

                 GHANA: 3.4%
       133,709   Ashanti Goldfields Company, Ltd. .......................................    1,096,414
        96,942   Ashanti Goldfields Company, Ltd. (GDR) .................................      727,065
        80,000   Ashanti Goldfields Company, Ltd. (Preferred Shares)2 ...................            2
                                                                                            ----------
                                                                                             1,823,481
                                                                                            ----------

                 NEW ZEALAND: 0.2%
       200,000   Macraes Mining Company, Ltd. ...........................................      131,616
                                                                                            ----------

                                                4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LEXINGTON GOLDFUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31,1997 (continued)

      Number
        of                                                                                    Value
      Shares                                        Security                                (Note 1)
- ------------------------------------------------------------------------------------------------------
<S>  <C>         <C>                                                                         <C>      

                 NORTH AMERICA: 45.6%
       700,000   Augusta Gold (Warrants)1,2 .............................................$          --
        54,407   Barrick Gold Corporation ...............................................    1,013,330
       100,344   Battle Mountain Canada, Inc. ...........................................      578,495
       245,400   Cambior, Inc. ..........................................................    1,441,725
       165,000   Campbell Resources, Inc.2 ..............................................       61,110
       226,586   Canyon Resources Corporation2 ..........................................      269,071
        50,000   Colony Pacific Explorations, Ltd. (Warrants)1,2 ........................           --

       310,000   Dayton Mining Corporation2 .............................................      584,898
       100,000   Dayton Mining Corporation1,2 ...........................................      188,677
        50,000   Euro-Nevada Mining Corporation, Ltd. ...................................      676,092
        30,000   Francisco Gold Corporation2 ............................................      220,123
        35,000   Franco Nevada Mining Corporation, Ltd. .................................      687,273
       102,600   Freeport McMoran Copper & Gold "A" .....................................    1,571,063
       433,400   Geomaque Explorations, Ltd.2 ...........................................      769,267
        62,169   Getchell Gold Corporation2 .............................................    1,492,056
       100,000   Gold Reserve Corporation2 ..............................................      366,871
        50,000   Goldcorp, Inc. "A"2 ....................................................      197,412
       175,000   Golden Knight Resources, Inc.2 .........................................      413,342
       400,000   Golden Queen Mining Company, Ltd.1,2 ...................................      251,569
       200,000   Golden Queen Mining Company, Ltd. (Warrants)1,2 ........................           --
       200,000   Gran Colombia Resources, Inc.1,2 .......................................       25,157
        25,000   Greenstone Resources, Ltd.2 ............................................      118,796
       114,000   Homestake Mining Company ...............................................    1,011,750
       112,000   International Pursuit1,2 ...............................................       88,440
       200,000   Laminco Resources, Inc.2 ...............................................       16,771
       200,000   Meridian Gold, Inc.2 ...................................................      559,042
        50,000   Nevsun Resources, Inc.1,2 ..............................................      127,182
        50,000   Nevsun Resources, Ltd.2 ................................................      127,182
        25,000   Nevsun Resources, Ltd. (Warrants)1,2 ...................................           --
        22,750   New Venoro Gold Corporation2 ...........................................        2,226
       115,420   Newmont Mining Corporation .............................................    3,390,463
        62,000   North American Palladium, Ltd.2 ........................................       83,313
        77,400   Pangea Goldfields, Inc.2 ...............................................       91,948
        50,000   Pangea Goldfields, Inc.1,2 .............................................       59,398
</TABLE>

                                                5
<PAGE>
<TABLE>
<CAPTION>
LEXINGTON GOLDFUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31,1997

      Number
    of Shares                                                                                 Value
or Principal Amount                                 Security                                (Note 1)
- ------------------------------------------------------------------------------------------------------
<S>  <C>         <C>                                                                         <C>      
                 NORTH AMERICA (continued):
        25,000   Pioneer Group, Inc. .................................................... $    696,875
       286,000   Placer Dome, Inc. ......................................................    3,628,625
       150,000   Prime Resource Group, Inc. .............................................      995,794
       107,000   Rea Gold Corporation2 ..................................................           --
       120,000   Samax Gold, Inc.1,2 ....................................................      356,389
       500,000   Steppe Gold Resources, Ltd.1,2 .........................................      125,785
       250,000   Steppe Gold Resources, Ltd. (Warrants)1,2 ..............................           --
        75,000   Stillwater Mining Company2 .............................................    1,256,250
       625,000   Tombstone Explorations Company, Ltd.1,2 ................................      165,966
       100,000   Triton Mining Corporation2 .............................................       35,639
       200,000   TVX Gold, Inc.2 ........................................................      675,000
       250,000   Vista Gold Corporation2 ................................................       57,651
                                                                                          ------------
                                                                                            24,478,016
                                                                                          ------------
                 SOUTH AFRICA: 13.4%
        71,600   Anglo American Platinum Corporation, Ltd. ..............................      956,363
         2,045   Anglo American Platinum Corporation, Ltd. (ADR) ........................       27,710
       135,000   Beatrix Mines, Ltd. ....................................................      464,670
       304,000   Driefontein Consolidated, Ltd. .........................................    2,061,502
     1,099,000   East Rand Gold & Uranium Company, Ltd. .................................    1,343,727
       370,000   Elandsrand Gold Mining Company, Ltd. ...................................      923,792
       150,000   Free State Development & Investment, Ltd.2 .............................       50,859
         1,517   JCI, Ltd. (ADR) ........................................................        6,780
       177,000   St. Helena Gold Mines, Ltd. ............................................      509,211
        72,349   Western Areas Gold Mining Company, Ltd.2 ...............................      398,441
        25,000   Western Deep Levels, Ltd. ..............................................      462,358
                                                                                          ------------
                                                                                             7,205,413
                                                                                          ------------

                 TOTAL GOLD MINING COMMON STOCKS (cost $72,278,424) .....................   42,032,971
                                                                                          ------------

                 CONVERTIBLE NOTES: 0.7%
      $500,000   Trizec Hahn Corporation 3.0%, due 1/29/21 (cost $500,000) ..............      380,000
                                                                                          ------------
</TABLE>

                                                6

<PAGE>
<TABLE>
<CAPTION>
LEXINGTON GOLDFUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31,1997

      Number
        of                                                                                    Value
      Shares                                        Security                                (Note 1)
- ------------------------------------------------------------------------------------------------------
<S>  <C>         <C>                                                                         <C>      
                 SHORT-TERM INVESTMENT: 5.6%
                 U.S. Government Agency Obligation
$  3,000,000     Federal Home Loan Mortgage Corporation, 
                 4.75%, due 01/02/98
                   (cost $2,999,604) ....................................................  $ 2,999,604
                                                                                           -----------

                 TOTAL INVESTMENTS: 101.7%
                   (cost $88,113,636+) (Note 1) .........................................   54,641,392
                 Liabilities in excess of other assets: (1.7%) ..........................    (934,299)
                                                                                           -----------

                 TOTAL NET ASSETS: 100.0%
                   (equivalent to $3.24 per share on
                   16,601,826 shares outstanding) .......................................  $53,707,093
                                                                                           ===========

1 Restricted Security. (Note 7).
2 Non-income producing security.
  ADR--American Depository Receipt.
  GDR--Global Depository Receipt.
+ Aggregate cost for Federal income tax purposes is $89,721,279.



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

                                                   7
</TABLE>

<PAGE>

LEXINGTON GOLDFUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997


ASSETS
Investments, at value (cost $88,113,636)(Note 1) ..............   $  54,641,392
Cash ..........................................................          12,675
Receivable for investment securities sold .....................         210,325
Receivable for shares sold ....................................         124,507
Dividends and interest receivable .............................          37,453
                                                                  -------------
    Total Assets ..............................................      55,026,352
                                                                  -------------
LIABILITIES
Due to Lexington Management Corporation  (Note 2) .............          44,316
Payable for investment securities purchased ...................         722,318
Payable for shares redeemed ...................................         366,415
Distributions payable .........................................          15,728
Accrued expenses ..............................................         170,482
                                                                  -------------
    Total Liabilities .........................................       1,319,259
                                                                  -------------

NET ASSETS (equivalent to $3.24 per share on 
16,601,826 shares outstanding) (Note 4) .......................   $  53,707,093
                                                                  =============
NET ASSETS consist of:
Capital stock -- authorized 500,000,000 shares,
$.001 par value per share .....................................   $      16,602
Additional paid-in capital (Note 1) ...........................     104,624,309
Distributions in excess of net investment income (Note 1) .....        (937,281)
Accumulated net realized loss on investments
  and foreign currency holdings  (Notes 1 and 8) ..............     (16,505,857)
Unrealized depreciation on investments and
  foreign currency holdings ...................................     (33,490,680)
                                                                  -------------
TOTAL NET ASSETS ..............................................   $  53,707,093
                                                                  =============

<TABLE>
<CAPTION>
LEXINGTON GOLDFUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997

INVESTMENT INCOME
<S>                                                                <C>              <C>
    Dividends ............................................         $  1,299,546
    Interest .............................................              305,104
                                                                   ------------
                                                                      1,604,650
    Less: foreign tax expense ............................               44,229
                                                                   ------------
    Total investment income ..............................                        $  1,560,421
EXPENSES
    Investment advisory fee (Note 2) .....................              769,527
    Transfer agent and shareholder
      servicing expense (Note 2) .........................              170,007
    Distribution expense (Note 3) ........................              130,987
    Accounting expenses (Note 2) .........................               81,641
    Custodian expense ....................................               52,585
    Printing and mailing expenses ........................               50,399
    Professional fees ....................................               39,097
    Registration fees ....................................               27,198
    Computer processing fees .............................               17,299
    Directors' fees and expenses .........................               17,212
    Other expenses .......................................               58,523
                                                                   ------------
      Total expenses .....................................                           1,414,475
                                                                                  ------------
        Net investment income ............................                             145,946

REALIZED AND UNREALIZED LOSS
  ON INVESTMENTS (NOTE 5)
    Net realized loss on:
    Investments ..........................................          (12,362,327)
    Foreign currency transactions ........................               (9,136)
                                                                   ------------
        Net realized loss ................................                        (12,371,463)
    Net change in unrealized
    depreciation on:
    Investments ..........................................          (32,709,825)
    Foreign currency translation of
        other assets and liabilities .......................            (17,510)
                                                                   ------------
    Net change in unrealized
        depreciation .......................................                      (32,727,335)
                                                                                 ------------
        Net realized and unrealized loss .................                        (45,098,798)
                                                                                 ------------
DECREASE IN NET ASSETS RESULTING
  FROM OPERATIONS ........................................                       $(44,952,852)
                                                                                 ============
</TABLE>


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

                                       8
<PAGE>
<TABLE>
<CAPTION>
LEXINGTON GOLDFUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 1997 and 1996

                                                                                                    1997                    1996
                                                                                               -------------          -------------
<S>                                                                                            <C>                    <C>           
Net investment income (loss) .........................................................         $     145,946          $    (451,907)

Net realized gain (loss) from investment and foreign
  currency transactions ..............................................................           (12,371,463)            23,503,613

Net change in unrealized appreciation (depreciation) of investments
  and foreign currency translation ...................................................           (32,727,335)            (8,561,690)
                                                                                               -------------          -------------

     Increase (decrease) in net assets resulting from operations .....................           (44,952,852)            14,490,016

Distributions to shareholders from net investment income .............................            (3,835,168)           (13,568,657)

Decrease in net assets from capital share transactions (Note 4) ......................            (6,791,980)           (27,412,928)
                                                                                               -------------          -------------

    Net decrease in net assets .......................................................           (55,580,000)           (26,491,569)

NET ASSETS:
  Beginning of period ................................................................           109,287,093            135,778,662
                                                                                               -------------          -------------

  End of period (including distributions in excess of
    net investment income of $937,281 and
    undistributed net investment income of
    $1,870,550, 1997 and 1996, respectively) .........................................         $  53,707,093          $ 109,287,093
                                                                                               =============          =============
</TABLE>


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

                                       9

<PAGE>
LEXINGTON GOLDFUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996

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 investment  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.  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 and gold
bullion  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.
All investments  quoted in foreign  currencies are valued in U.S. dollars on the
basis  of the  foreign  currency  exchange  rates  prevailing  at the  close  of
business.  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.

   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.  There were no forward
foreign currency exchange  contracts  outstanding at December 31, 1997.

   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 principles.  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.

   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 an annual rate of 1.00% of the Fund's  average daily net assets up to
$50 million and at an annual rate of 0.75% thereafter.  For 1997, the investment
advisor has  voluntarily  agreed to reimburse the Fund if total annual  expenses
(including management fees, but excluding interest, taxes, brokerage commissions
and extraordinary expenses) exceed 2.50% of the Fund's average daily net assets.
No reimbursement was required for the year ended December 31, 1997.

The  Fund  reimbursed  LMC  for  certain  expenses,   including  accounting  and
shareholder  servicing  costs of $165,295,  which are incurred by the Fund,  but
paid by LMC.

                                       10
<PAGE>
LEXINGTON GOLDFUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996 (continued)


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 year ended December 31,
1997 were $130,987 and are set forth in the statement of operations.

4. CAPITAL STOCK

Transactions in capital stock were as follows:
<TABLE>
<CAPTION>

                                                           Year ended                                       Year ended
                                                        December 31, 1997                                December 31, 1996
                                              -------------------------------------           -------------------------------------
                                                  Shares                  Amount                 Shares                   Amount
                                              -------------           -------------           -------------           -------------
<S>                                              <C>                  <C>                        <C>                  <C>          
Shares sold ........................             15,430,852           $  74,102,304              16,342,313           $ 118,484,798
Shares issued on
  reinvestment of
  dividends ........................                799,300               3,400,114               1,854,776              11,861,015
                                              -------------           -------------           -------------           -------------
                                                 16,230,152              77,502,418              18,197,089             130,345,813
Shares redeemed ....................            (17,932,580)            (84,294,398)            (21,643,173)           (157,758,741)
                                              -------------           -------------           -------------           -------------
  Net decrease .....................             (1,702,428)          $  (6,791,980)             (3,446,084)          $ (27,412,928)
                                              =============           =============           =============           =============
</TABLE>

5. PURCHASES AND SALES OF INVESTMENT  SECURITIES

The cost of purchases and proceeds  from sales of securities  for the year ended
December  31,1997,   excluding  short-term  securities,   were  $30,824,438  and
$38,221,251, respectively.

At December  31, 1997,  the  aggregate  gross  unrealized  appreciation  for all
securities  in which  there is an  excess  of value  over tax cost  amounted  to
$1,003,440 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $36,083,327.

6. 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  of gold.  There are certain  risks  involved in investing in foreign
securities or concentrating  in specific  industries that are in addition to the
usual  risks  inherent  in  domestic  investments.  These  risks  include  those
resulting from potentially  adverse political and economic  developments as well
as the possible  imposition of foreign  exchange or other  foreign  governmental
restrictions or laws, all of which could affect the market and/or credit risk of
the investments.

  In addition to the risks described above, risks may arise from forward foreign
currency  contracts as a result of the potential  inability of counterparties to
meet the terms of their contracts.

7. RESTRICTED SECURITIES 

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

<TABLE>
<CAPTION>
                                                                                   Average
                                                      Acquisition                  Cost           Market      % of Net
               Security                               Date               Shares    Per Share      Value       Assets
               --------                               ----               ------    ---------      -----       ------
Augusta Gold
<S>                                                   <C>                <C>       <C>          <C>            <C>  
 (Warrants) ..................................        9/10/96            700,000   $   0.00     $     0.00     0.00%
Colony Pacific Explorations,
 Ltd. (Warrants) .............................        4/28/97             50,000       0.00           0.00     0.00
Dayton Mining Corporation ....................        1/15/96            100,000       4.77        188,677     0.35

Golden Queen Mining
 Company, Ltd. ...............................        5/02/96            400,000       1.84        251,569     0.47
Golden  Queen Mining
  Company, Ltd. (Warrants) ...................        5/02/96            200,000       0.00           0.00     0.00
Gran Colombia Resources,
  Inc ........................................        5/29/96            200,000       2.62         25,157     0.05
International Pursuit
  Corporation ................................        4/24/96            112,000       3.30         88,440     0.16
Nevsun Resources, Ltd. .......................        9/05/96             50,000       7.29        127,182     0.24
Nevsun  Resources, Ltd. ......................
  (Warrants) .................................        9/05/96             25,000       0.00           0.00     0.00
Pangea Goldfields, Inc. ......................        5/14/96             50,000       4.09         59,398     0.11
Samax Gold, Inc. .............................       12/06/96            120,000       3.31        356,389     0.66
Steppe Gold Resources, Ltd. ..................        5/21/96            500,000       1.65        125,785     0.23
Steppe Gold Resources, Ltd. ..................
 (Warrants) ..................................        5/21/96            250,000       0.00           0.00     0.00
Tombstone Explorations
 Company, Ltd. ...............................        5/02/96            625,000       1.27        165,966     0.31
                                                                                                ----------     ----
                                                                                                $1,388,563     2.58%
                                                                                                ==========     ====
</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. 

8. FEDERAL INCOME  TAXES--CAPITAL LOSS CARRYFORWARDS

Capital  loss  carryforwards  available  for federal  income tax  purposes as of
December 31, 1997 are approximately:

                  $     972,568 expiring in 2000;
                      2,280,435 expiring in 2001; and,
                     10,373,808 expiring in 2005.

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

9. TAX INFORMATION (unaudited)

The percentage of investment  company  taxable income eligible for the dividends
received deduction  available to certain corporate  shareholders with respect to
the year ended December 31, 1997 is 77.47%.

                                       11
<PAGE>
LEXINGTON GOLDFUND, INC.
FINANCIAL HIGHLIGHTS

Selected per share data for a share outstanding throughout the period:
<TABLE>
<CAPTION>

                                                                           Year ended December 31,
                                                    -----------------------------------------------------------
                                                       1997       1996        1995         1994          1993
                                                    ---------   --------   ----------   ----------   ----------

<S>                                                 <C>         <C>        <C>          <C>          <C>       
Net asset value, beginning of period ...........    $    5.97   $   6.24   $     6.37   $     6.90   $     3.70
                                                    ---------   --------   ----------   ----------   ----------
Income (loss) from investment operations:
  Net investment income ........................           --       0.02           --         0.03         0.01
  Net realized and unrealized gain (loss)
  on investments and foreign currency
  transactions .................................        (2.52)      0.50        (0.12)       (0.53)        3.21
                                                    ---------   --------   ----------   ----------   ----------
Total income (loss) from investment
operations .....................................        (2.52)      0.52        (0.12)       (0.50)        3.22
                                                    ---------   --------   ----------   ----------   ----------
Less distributions:
Distributions from net investment income .......        (0.21)     (0.79)       (0.01)       (0.03)       (0.02)
                                                    ---------   --------   ----------   ----------   ----------
Net asset value, end of period .................    $    3.24   $   5.97   $     6.24   $     6.37   $     6.90
                                                    =========   ========   ==========   ==========   ==========

Total return ...................................       (42.98%)     7.84%      (1.89%)      (7.28%)      86.96%
Ratio to average net assets:
  Expenses .....................................         1.65%      1.60%       1.70%        1.54%        1.63%
  Net investment income (loss) .................         0.17%     (0.32%)      0.07%        0.50%        0.25%
Portfolio turnover rate ........................        38.32%     31.04%      40.41%       23.77%       28.41%
Average commission paid on equity
security transactions* .........................    $     0.02  $    0.02          --           --           --
Net assets, end of period (000's omitted) ......    $   53,707  $ 109,287  $  135,779   $  159,435   $  159,479
</TABLE>

*  In  accordance  with  SEC  disclosure  guidelines,  average  commissions  are
calculated  beginning  with the year ended  December 31, 1996, but not for prior
periods.

                                       12

<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, 1997, the related  statements 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 audit 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,  1997 by  correspondence  with  the  custodian.  As to  securities
purchased  or  sold  but not yet  received  or  delivered,  we  performed  other
appropriate auditing procedures. 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
audit provides 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, 1997, 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
February 12, 1998

                                       13

<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


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
1-800-526-0056. 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.

                                       14
<PAGE>

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  84105

     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  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.



                                   LEXINGTON

================================================================================
                                   LEXINGTON
                                    GOLDFUND,
                                      INC.
- --------------------------------------------------------------------------------
                      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
- --------------------------------------------------------------------------------

                                 ANNUAL REPORT
                               DECEMBER 31, 1997

                              The Lexington Group
                                   of No Load
                              Investment Companies

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



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