LEXINGTON GOLDFUND INC
N-30D, 1999-03-01
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
  The  price  of gold followed a volatile pattern in 1998. After reaching a peak
of  $314.05  per ounce in late April, the metal price plummeted to a 19 year low
of  $274.35  per  ounce in August. Gold enjoyed a dramatic recovery from the low
at  the  end  of August as news of the Russian financial crisis surfaced and the
potential  collapse  of  Long  Term  Capital Management forced nervous investors
back  into  precious  metals.  However,  the price of gold failed to achieve its
previous  high  and  topped  out at $301.55. For most of the fourth quarter gold
remained  under  pressure as fear of increased European Central Bank sales after
the  launch of the new currency, the Euro, depressed prices. Gold closed 1998 at
$288.25 per ounce down slightly from $289.05 where it began the year.

     As  the  global  economic slowdown and currency turmoil unfolded during the
year,  demand  for  gold faltered. Consumption of fabricated gold was down 3% in
total,  but  reflected  a  30% drop in Asia and a 4% decline in the Middle East,
two  areas of historic above average growth. Furthermore, where in the past gold
hoarding  added  to  consumption, 1998 experienced a 54% drop, in essence adding
to  growing  supply.  Interestingly,  demand  for gold coins was a strong point,
rising   29%.  Fear  of  monetary  upheaval  generated  by  year  2000  computer
uncertainties  is  seen  as the driving force behind this event. Mine production
increased  2%  last year as new properties in Peru, Ghana and the Far East began
production.  Official  sector  sales increased 8% and the sale of scrap rose 79%
as individuals sold jewelry in the face of unreliable paper currencies.

     While  the  Lexington  Goldfund  reported a return of -6.39%* for 1998, the
average  gold  fund monitored by Lipper, Inc. returned -10.92%. This performance
reflected  the  Fund's  concentration  in large, well-capitalized North American
producers  as well as holdings of other high quality gold companies in Australia
and  South  Africa.  After  a  brief  flurry  of  activity  in August/September,
pressure  on  gold  shares  returned as metal prices fell through the end of the
year and the fourth quarter was a difficult period for gold equities.

     The  outlook  for gold remains cautious given the continued global economic
malaise  and  expectation  for slower growth. Nevertheless, there are signs that
the  declines in Asia may be over, and while a recovery is still a ways off, the
worst  may  be behind us. Another positive development has been a statement from
the  European  Central Bank that member banks will not be under pressure to sell
bullion  as  prices rise to maintain the initial 15% quota. With a potential for
modest  demand  improvement  and  limited  supply additions, it appears that the
price  of  gold  has  bottomed  in  a  range of $285-$300 per ounce. Within this
environment, the
 

                                       1

<PAGE>

Fund  will  continue  to  focus  the  bulk of its  holdings  on well  recognized
companies with attractive asset profiles. This strategy should allow the Fund to
report attractive returns as the environment improves later in 1999.

                                   Sincerely,



/s/ JAMES A. VAIL                  /s/ ROBERT M. DEMICHALE
- -------------------                -----------------------
JAMES A. VAIL                      ROBERT M. DEMICHALE
Portfolio Manager                  President
February, 1999                     February, 1999




- --------------------------------------------------------------------------------
            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
================================================================================
12/31/88 ....................          $10,000          $10,000          $10,000
12/31/89 ....................          $12,362          $ 9,716          $13,164
12/31/90 ....................          $ 9,809          $ 9,573          $12,756
12/31/91 ....................          $ 9,207          $ 8,609          $16,634
12/31/92 ....................          $ 7,319          $ 8,114          $17,900
12/31/93 ....................          $13,683          $ 9,549          $19,700
12/31/94 ....................          $12,687          $ 9,323          $19,958
12/31/95 ....................          $12,447          $ 9,415          $27,459
12/31/96 ....................          $13,423          $ 8,983          $33,766
12/31/97 ....................          $ 7,653          $ 7,060          $45,034
12/31/98 ....................          $ 7,164          $ 7,001          $57,967


                        AVERAGE ANNUAL STANDARD TOTAL RETURNS
                            FOR THE PERIOD ENDED 12/31/98
- ---------------------------------------------------------------
FUND/INDEX               1 YR           5 YR            10 YR
- ---------------------------------------------------------------
LEXINGTON GOLD FUND      (6.39%)      (12.14%)          (3.28%)
- ---------------------------------------------------------------
GOLD BULLION             (0.83%)       (6.02%)          (3.50%)
- ---------------------------------------------------------------
S & P 500                28.72%        24.09%           19.21%
- ---------------------------------------------------------------

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.
- --------------------------------------------------------------------------------





*-6.39%,  -12.4%  and  -3.28%  are the one,  five and ten  year  average  annual
standard  total  returns,  respectiely,  for the period ended December 31, 1998.
Investment return and principal value of an investment will fluctuate so that an
investor's  shares,  when  redeemed,  may be  worth  more or less  than at their
original cost. Total return represents past performance and is not predictive of
future results.


                                       2

<PAGE>

LEXINGTON GOLDFUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1998


<TABLE>
<CAPTION>
    NUMBER
      OF                                                                        VALUE
    SHARES                              SECURITY                               (NOTE 1)
- ------------   ----------------------------------------------------------   -------------
<S>            <C>                                                          <C>
               GOLD BULLION: 14.4%
               25,458 fine ounces (cost $9,832,907)2.....................    $7,338,142
                                                                             ----------
               GOLD MINING COMMON STOCKS: 80.5%
               AUSTRALIA: 15.4%
   805,000     Acacia Resources, Ltd.2 ..................................     1,192,418
   900,000     Delta Gold NL ............................................     1,369,020
   607,900     Emperor Mines, Ltd.2 .....................................       223,717
   280,000     Great Central Mines, Ltd. ................................       200,937
   550,000     Lihir Gold, Ltd.2 ........................................       617,347
    15,000     Lihir Gold, Ltd. (ADR)2 ..................................       341,250
 1,470,000     Menzies Gold NL2 .........................................       112,705
   100,000     Newcrest Mining, Ltd.2 ...................................       138,742
   493,750     Niugini Mining, Ltd.2 ....................................       690,490
 1,752,539     Normandy Mining, Ltd. ....................................     1,623,155
   450,000     Otter Gold Mines, Ltd.2 ..................................       253,931
    70,000     Otter Gold Mines, Ltd. (Options, due 10/31/01)2 ..........         4,294
   180,000     Otter Gold Mines, Ltd. (Options, due 06/30/03)2 ..........        25,945
   207,713     Ranger Minerals, Ltd. ....................................       509,611
   292,857     Resolute, Ltd. ...........................................       206,571
   114,285     Sons of Gwalia, Ltd. .....................................       325,254
                                                                             ----------
                                                                              7,835,387
                                                                             ----------
               GHANA: 3.6%
   133,709     Ashanti Goldfields Company, Ltd. .........................     1,173,296
    72,642     Ashanti Goldfields Company, Ltd. (GDR) ...................       681,019
                                                                             ----------
                                                                              1,854,315
                                                                             ----------
               NORTH AMERICA: 49.7%
    74,407     Barrick Gold Corporation .................................     1,450,936
   100,000     Barrick Gold Corporation Installment Recepts1 ............     1,240,281
   150,000     Battle Mountain Gold Company .............................       618,750
   100,344     Battle Mountain Gold Company .............................       431,182
    95,400     Cambior, Inc. ............................................       471,037
   226,586     Canyon Resources Corporation2 ............................        56,646
    50,000     Colony Pacific Explorations, Ltd. (Warrants)1,2 ..........             -
   100,000     Dayton Mining Corporation1,2 .............................        22,136
   210,000     Dayton Mining Corporation2 ...............................        46,486
    30,000     Francisco Gold Corporation2 ..............................       167,975
    55,000     Franco Nevada Mining Corporation, Ltd. ...................     1,050,984
   132,600     Freeport McMoran Copper & Gold "A" .......................     1,284,563
   100,000     Freeport McMoran Copper & Gold "B" .......................     1,043,750
   433,400     Geomaque Explorations, Ltd.2 .............................       423,258
</TABLE>

                                       3



<PAGE>

LEXINGTON GOLDFUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1998 (continued)


<TABLE>
<CAPTION>
    NUMBER
      OF                                                                                VALUE
    SHARES                                  SECURITY                                   (NOTE 1)
- ------------   ------------------------------------------------------------------   -------------
<S>            <C>                                                                  <C>
               NORTH AMERICA (CONTINUED):
    100,000    Gold Reserve Corporation2 ........................................   $  117,192
    170,000    Goldcorp, Inc."A"2 ...............................................      962,927
    490,000    Homestake Mining Company .........................................    4,501,875
    110,600    IAMGOLD, International African Mining Gold Corporation2 ..........      288,032
    400,000    Kinross Gold Corporation2 ........................................      919,306
    200,000    Meridian Gold, Inc.2 .............................................    1,171,919
     22,750    New Venoro Gold Corporation2 .....................................        1,185
    111,670    Newmont Mining Corporation .......................................    2,017,039
     50,000    Pangea Goldfields, Inc.2 .........................................       63,479
     15,000    Pioneer Group, Inc. ..............................................      296,250
    296,000    Placer Dome, Inc. ................................................    3,404,000
    500,000    Steppe Gold Resources, Ltd.1,2 ...................................       13,021
     75,000    Stillwater Mining Company2 .......................................    3,075,000
    250,000    Vista Gold Corporation2 ..........................................       37,436
    500,000    X-Cal Resources, Ltd.2 ...........................................       91,149
                                                                                    ----------
                                                                                    25,267,794
                                                                                    ----------
               SOUTH AFRICA: 11.7%
     71,600    Anglo American Platinum Corporation, Ltd. ........................      982,236
      2,045    Anglo American Platinum Corporation, Ltd. (ADR) ..................       27,505
     72,672    Anglogold, Ltd. ..................................................    2,831,464
    261,000    Driefontein Consolidated, Ltd. ...................................    1,058,177
    150,000    Free State Development & Investment Corporation, Ltd.2 ...........       46,535
     56,808    Gold Fields, Ltd.2 ...............................................      313,850
      9,405    Randfontein Estates, Ltd. (Options)2 .............................        6,635
    177,000    St. Helena Gold Mines, Ltd. ......................................      437,790
     72,349    Western Areas, Ltd.2 .............................................      235,522
                                                                                    ----------
                                                                                     5,939,714
                                                                                    ----------
               ZIMBABWE: 0.1%
    180,000    Zimbabwe Platinum Mines, Ltd.2 ...................................       35,330
                                                                                    ----------
               TOTAL GOLD MINING COMMON STOCKS
                (cost $64,642,591)...............................................   40,932,540
                                                                                    ----------
               GOLD MINING PREFERRED STOCKS: 0.3%
               GHANA: 0.3%
     80,000    Ashanti Goldfields Company, Ltd. "B" (due 3/31/99)2 ..............       37,400
     80,000    Ashanti Goldfields Company, Ltd. "C" (due 3/31/00)2 ..............       37,400
     80,000    Ashanti Goldfields Company, Ltd. "D" (due 3/31/01)2 ..............       37,400
     80,000    Ashanti Goldfields Company, Ltd. "E" (due 3/31/02)2 ..............       37,400
                                                                                    ----------
               TOTAL GOLD MINING PREFERRED STOCKS
                (cost $49,064) ..................................................      149,600
                                                                                    ----------
</TABLE>

                                       4



<PAGE>

LEXINGTON GOLDFUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1998 (continued)


<TABLE>
<CAPTION>
     NUMBER OF
     SHARES OR                                                                           VALUE
 PRINCIPAL AMOUNT                               SECURITY                                (NOTE 1)
- ------------------ ----------------------------------------------------------------- -------------
<S>                <C>                                                               <C>
                   CONVERTIBLE PREFERRED STOCK: 0.1%
                   AUSTRALIA: 0.1%
       100,000     Gold and Resource Developments NL
                    (cost $383,201) ................................................  $    40,482
                                                                                      -----------
                   CONVERTIBLE NOTES: 0.7%
                   CANADA: 0.7%
    $  500,000     Trizec Hahn Corporation, 3.0%, due 1/29/211
                    (cost $500,000).................................................      377,500
                                                                                      -----------
                   SHORT-TERM INVESTMENT: 3.0%
                   U.S. GOVERNMENT AGENCY OBLIGATION
     1,500,000     Federal Home Loan Mortgage Corporation,
                    4.25%, due 01/04/99 (cost $1,499,469) ..........................    1,499,469
                                                                                      -----------
                   TOTAL INVESTMENTS: 99.0%
                    (cost $76,907,232+) (Note 1) ...................................   50,337,733
                   Other assets in excess of liabilities: 1.0% .....................      503,563
                                                                                      -----------
                   TOTAL NET ASSETS: 100.0%
                    (equivalent to $3.03 per share on 16,754,890 shares outstanding)  $50,841,296
                                                                                      ===========
</TABLE>

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 $77,754,794.





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

                                       5



<PAGE>

LEXINGTON GOLDFUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998



<TABLE>
<S>                                                   <C>
ASSETS
Investments, at value (cost $76,907,232)
  (Note1) .........................................   $50,337,733
Cash ..............................................         4,790
Receivable for investment securities sold .........       107,616
Receivable for shares sold ........................       744,872
Dividends and interest receivable .................        15,316
                                                      -----------
  Total Assets ....................................    51,210,327
                                                      -----------
LIABILITIES
Due to Lexington Management Corporation
  (Note 2) ........................................        43,481
Payable for shares redeemed .......................       246,291
Accrued expenses ..................................        79,259
                                                      -----------
  Total Liabilities ...............................       369,031
                                                      -----------
NET ASSETS (equivalent to $3.03 per
  share on 16,754,890 shares
  outstanding) (Note 4) ...........................   $50,841,296
                                                      ===========
NET ASSETS consist of:
Capital stock - authorized 500,000,000 shares,
  $.001 par value per share .......................   $    16,755
Additional paid-in capital (Note 1) ...............   104,101,680
Distributions in excess of net investment income
  (Note 1) ........................................       (83,069)
Accumulated net realized loss on investments
  and foreign currency holdings
  (Notes 1 and 8) .................................   (26,622,235)
Unrealized depreciation of investments and
  foreign currency translation of other assets
  and liabilities .................................   (26,571,835)
                                                      -----------
TOTAL NET ASSETS ..................................   $50,841,296
                                                      ===========
</TABLE>


LEXINGTON GOLDFUND, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1998



<TABLE>
<S>                                         <C>               <C>
INVESTMENT INCOME
  Dividends .............................   $  913,135
  Interest ..............................      144,792
                                            ----------
                                             1,057,927
  Less: foreign tax expense .............       20,822
                                            ----------
   Total investment income ..............                     $ 1,037,105
EXPENSES
  Investment advisory fee (Note 2) ......      552,325
  Transfer agent and shareholder
     servicing expenses (Note 2) ........      126,197
  Printing and mailing expenses .........       68,567
  Accounting expenses (Note 2) ..........       50,219
  Distribution expenses (Note 3) ........       41,125
  Professional fees .....................       30,954
  Custodian expenses ....................       24,064
  Registration fees .....................       23,762
  Directors' fees and expenses ..........       16,954
  Computer processing fees ..............       11,847
  Other expenses ........................       45,393
                                            ----------
    Total expenses ......................                         991,407
                                                              -----------
     Net investment income ..............                          45,698
 
REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS (NOTE 5)
  Net realized loss on:
     Investments ........................   (9,781,557)
   Foreign currency transactions ........      (16,099)
                                            ----------
    Net realized loss ...................                      (9,797,656)
  Net change in unrealized
     depreciation of:
     Investments ........................    6,902,745
   Foreign currency translation of
      other assets and liabilities ......       16,100
                                            ----------
   Net change in unrealized
     depreciation .......................                       6,918,845
                                                              -----------
   Net realized and unrealized loss .....                      (2,878,811)
                                                              -----------
DECREASE IN NET ASSETS RESULTING
 FROM OPERATIONS ........................                     $(2,833,113)
                                                              -----------
 
</TABLE>

  The Notes to Financial Statements are an integral part of these statements.
                                       6



<PAGE>

LEXINGTON GOLDFUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                                                                    1998              1997
                                                                              ---------------   ----------------
<S>                                                                           <C>               <C>
Net investment income .....................................................    $     45,698      $     145,946
Net realized loss from investment and foreign currency transactions .......      (9,797,656)       (12,371,463)
Net change in unrealized depreciation of investments
 and foreign currency translation .........................................       6,918,845        (32,727,335)
                                                                               ------------      -------------
  Decrease in net assets resulting from operations ........................      (2,833,113)       (44,952,852)
Distributions to shareholders from net investment income (Note 1) .........         (52,416)        (3,835,168)
Increase (decrease) in net assets from capital share transactions
 (Note 4) .................................................................          19,732         (6,791,980)
                                                                               ------------      -------------
  Net decrease in net assets ..............................................      (2,865,797)       (55,580,000)
NET ASSETS:
 Beginning of period ......................................................      53,707,093        109,287,093
                                                                               ------------      -------------
 End of period (including distributions in excess of
  net investment income of $83,069 and
  $937,281 in 1998 and 1997, respectively) ................................    $ 50,841,296      $  53,707,093
                                                                               ============      =============
</TABLE>

  The Notes to Financial Statements are an integral part of these statements.
                                       7



<PAGE>

LEXINGTON GOLDFUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997

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  as 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 Securities  transactions  are  accounted  for  on  a trade date
basis.  Realized  gains  and losses from investment transactions are reported on
the  identified cost basis. Securities traded on a recognized stock exchange are
valued  at the last sales price reported by the exchange on which the securities
are  traded.  If  no  sales price is recorded, the mean between the last bid and
asked  prices is used. Securities traded on the over-the-counter market and gold
bullion  are  valued  at the mean between the last current bid and asked prices.
Short-term  securities  having  a  maturity  of  60  days  or less are stated at
amortized  cost,  which  approximates  market value. Securities for which market
quotations  are  not  readily  available  and  other  assets  are valued by Fund
management  in  good faith under the direction of the Fund's Board of Directors.
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.

The  Fund  authorizes its custodian to place and maintain equity securities in a
segregated  account  of the Fund having a value equal to the aggregate amount of
the  Fund's  commitments  under  forward foreign currency contracts entered into
with  respect  to  position  hedges.  There  are  no  forward  foreign  currency
contracts outstanding at December 31, 1998.

     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, 1998,
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  and  disclosure of contingent assets and liabilities at the date of
the  financial statements and the reported amounts of increases and decreases in
net  assets  from  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 1998, LMC has agreed
to  voluntarily limit the total expenses of the Fund (excluding interest, taxes,
brokerage  commissions,  12B-1  fees  and  extraordinary expenses, but including
management  fee and operating expenses) to an annual rate of 2.50% of the Fund's
average  net  assets.  No reimbursement was required for the year ended December
31, 1998.

The   Fund  reimburses  LMC  for  certain  expenses,  including  accounting  and
shareholder  servicing  costs  of  $107,130, which are incurred by the Fund, but
paid by LMC.


                                       8



<PAGE>

LEXINGTON GOLDFUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 (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,
1998 were $41,125 and are set forth in the statement of operations.
4. CAPITAL STOCK
Transactions in capital stock were as follows:


<TABLE>
<CAPTION>
                                                           Year ended
                                     December 31, 1998                     December 31, 1997
                            -----------------------------------   -----------------------------------
<S>                         <C>                <C>                <C>                <C>
                                 Shares             Amount             Shares             Amount
                                 ------             ------             ------             ------
Shares sold .............    15,653,921        $51,873,043         15,430,852        $74,102,304
Shares issued on
  reinvestment of
  dividends .............        15,753             46,630            799,300          3,400,114
                             ----------        -----------         ----------        -----------
                             15,669,674         51,919,673         16,230,152         77,502,418
Shares redeemed .........   (15,516,610)       (51,899,941)       (17,932,580)       (84,294,398)
                            -----------        -----------        -----------        -----------
 Net increase
  (decrease) ............       153,064        $    19,732         (1,702,428)       $(6,791,980)
                            ===========        ===========        ===========        ===========
</TABLE>

5. INVESTMENT TRANSACTIONS
The  cost  of purchases and proceeds from sales of securities for the year ended
December  31,  1998,  excluding  short-term  securities,  were  $15,818,598  and
$15,717,956, respectively.
At  December  31,  1998,  the  aggregate  gross  unrealized appreciation for all
securities  in  which  there  is  an  excess  of value over tax cost amounted to
$2,444,870  and  aggregate  gross  unrealized depreciation for all securities in
which there is an excess of tax cost over value amounted to $29,861,930.

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>
                                                      Shares or      Average
                                       Aquisition     Principal        Cost           Market        Percent of
              Security                    Date          Amount      Per Share         Value         Net Assets
- -----------------------------------   ------------   -----------   -----------   ---------------   -----------
<S>                                   <C>            <C>           <C>           <C>               <C>
  Barrick Gold Corporation
  Installment Receipts ............   1/27/98          100,000      $  10.84       $ 1,240,281         2.44%
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            22,136         0.04
Steppe Gold Resources, Ltd.           5/21/96          500,000          1.65            13,021         0.03
Trizec Hahn Corporation ...........   1/16/96          500,000             -           377,500         0.74
                                                                                   ------------        ----
                                                                                   $ 1,652,938         3.25%
                                                                                   ============        ====
</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  carryforwards1  available  for  federal income tax purposes as of
December 31, 1998 are approximately:
          $   972,568 expiring in 2000;
            2,280,435 expiring in 2001;
           10,373,808 expiring in 2005; and
            9,205,092 expiring in 2006.

To  the  extent  any future capital gains are offset by these losses, such gains
would not be distributed to shareholders.
1 Temporary  book-tax  differences  of  $3,790,332  are  the  result of deferred
  post-October losses and wash sales.

9. SUBSEQUENT EVENT
On  February 18, 1999, the Board of Directors approved a resolution to merge the
Lexington  Strategic  Investments  Fund,  Inc.  into  the  Fund.  If approved by
shareholders, the merger will become effective on May 1, 1999.


10. TAX INFORMATION (UNAUDITED)

The  following  tax  information  represents  the  designation  of  various  tax
benefits relating to year ended December 31, 1998:
The   percentage   of   investment   company  taxable  income  distributions  to
shareholders  eligible for the dividends received deduction available to certain
corporate shareholders is 75.28%.
The  percentage  of  ordinary income distributions paid by the Fund derived from
agency and direct obligations of the United States government were as follows:
          U.S. Treasury................................................. 3.07%
          Federal Home Loan Bank....................................... 6.63
          Federal Home Loan
           Mortgage Corporation........................................ 6.10
          Federal National Mortgage
           Association................................................. 1.57

                                       9



<PAGE>

LEXINGTON GOLDFUND, INC.
FINANCIAL HIGHLIGHTS
Selected per share data for a share outstanding throughout the period:


<TABLE>
<CAPTION>
                                                                          Year ended December 31,
                                                 --------------------------------------------------------------------------
                                                     1998            1997            1996           1995           1994
                                                 ------------   -------------   -------------   ------------   ------------
<S>                                              <C>            <C>             <C>             <C>            <C>
Net asset value, beginning of period .........     $  3.24        $   5.97        $   6.24        $  6.37        $  6.90
                                                   -------        --------        --------        -------        -------
Income (loss) from investment
  operations:
 Net investment income .......................          -               -             0.02             -            0.03
 Net realized and unrealized gain
   (loss) on investments and foreign
    currency transactions ....................       (0.21)         ( 2.52)           0.50          (0.12)         (0.53)
                                                   -------        --------        --------        -------        -------
Total income (loss) from investment
  operations .................................       (0.21)         ( 2.52)           0.52          (0.12)         (0.50)
                                                   -------        --------        --------        -------        -------
Less distributions:
  Distributions from net investment
  income .....................................           -          ( 0.21)         ( 0.79)         (0.01)         (0.03)
                                                   -------        --------        --------        -------        -------
Net asset value, end of period ...............     $  3.03        $   3.24        $   5.97        $  6.24        $  6.37
                                                   =======        ========        ========        =======        =======
Total return .................................       (6.39)%        (42.98)%          7.84%         (1.89)%        (7.28)%
Ratio to average net assets:
 Expenses ....................................        1.74%           1.65%           1.60%          1.70%          1.54%
 Net investment income (loss) ................        0.08%           0.17%          (0.32)%         0.07%          0.50%
Portfolio turnover rate ......................       28.93%          38.32%          31.04%         40.41%         23.77%
Net assets, end of period (000's
  omitted) ...................................     $50,841        $ 53,707        $109,287        $135,779       $159,435
</TABLE>


                                       10



<PAGE>

INDEPENDENT AUDITORS' REPORT

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

     We  have  audited  the  accompanying statement of net assets (including the
portfolio  of  investments)  and  assets  and liabilities of Lexington Goldfund,
Inc.  as  of December 31, 1998, 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  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  and  financial  highlights.  Our procedures included confirmation of
securities  owned  as  of December 31, 1998 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  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, 1998, 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 LLP



New York, New York
February 19, 1999

                                       11



<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 64105


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


                                   "LEXLINE"
                   24 hour toll-free telephone access to your
                             Lexington Fund account
                 Price/Yield o Account Balances  o Exchanges o
            Last Transactions o Total Return  o Duplicate Statements
- -------------------------------------------------------------------
This  report  has  been  prepared  for  the  information  of the shareholders of
Lexington  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.

                                     [LOGO]





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                                    LEXINGTON
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                                   [GRAPHIC]

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                                    LEXINGTON
                                    GOLDFUND,
                                      INC.
                            ---------- o ----------
                      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
                            ---------- o ----------
                                  ANNUAL REPORT
                                DECEMBER 31, 1998

                               The Lexington Group
                                   of No Load
                              Investment Companies

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