File Number 2-73775
Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
of
Lexington Short-Intermediate Government Securities Fund, Inc.
(I) Fiscal year for which this Notice is filed:
January 1, 1995 to December 31, 1995
(II) Number or amount of securities of the same class or
series, if any, which had been registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2
under the Investment Company Act of 1940 but which
remained unsold at the beginning of such fiscal year:
None
(III) Number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2:
None
(IV) Number or amount of securities sold during such fiscal
year:
111,571 shares *
(V) Number or amount of securities sold during such fiscal
year in reliance upon Rule 24f-2:
111,571 shares
Exhibit: Opinion of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel
-----------------------------------------------------
* The filing fee of $0 is calculated in accordance with
Rule 24f-2(c) and Section 6 (b) of the Securities Act of 1933
and based on the following: the actual aggregate sales price
of 111,571 shares sold during such fiscal year in
reliance upon Rule 24f-2 was $1,099,075; the actual
aggregate dollar amount of shares redeemed during the fiscal
year was $7,380,855 none of which was previously used for
reduction in filings made pursuant to Rule 24 (E) (1) and all
of which is being used for such reductions under this notice.
SIGNATURE
Pursuant to the requirements of Rule 24f-2, Lexington Short-
Intermediate Government Securities Fund, Inc. has duly caused
this Rule 24f-2 Notice to be signed on its behalf by the
undersigned, thereunto duly authorized in Saddle Brook, New
Jersey, on the 5th day of January, 1996.
Richard M. Hisey
____________________________
RICHARD M. HISEY
MANAGING DIRECTOR
CHIEF FINANCIAL OFFICER
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 3852
(212) 715 9100
FAX
(212) 715-8000
______
WRITER'S DIRECT NUMBER
(212) 715-7515
January 19, 1996
Lexington Short-Intermediate Government Securities Fund, Inc.
Park 80 West Plaza Two
Saddle Brook, New Jersey 07662
Re: Lexington Short-Intermediate Government Securities Fund, Inc.
Registration No. 2-73775
Gentlemen:
We have acted as counsel to Lexington Short-Intermediate
Government Securities Fund, Inc., a Maryland corporation (the
"Company"), in connection with the public offering of the Company's
shares of Common Stock, par value $.001, and on various other securities
and general corporate matters. The Company was reorganized as a Maryland
corporation on December 31, 1990. We understand that, pursuant to Rule
24f-2 under the Investment Company Act of 1940, the Company has
registered an indefinite number of shares of Common Stock under the
Securities Act of 1933. We further understand that, pursuant to the
provisions of Rule 24f-2, the Company is filing with the Securities and
Exchange Commission (the "Commission") the Notice attached hereto making
definite the registration of shares of Common Stock (the "Shares"), sold
in reliance upon Rule 24f-2 during the fiscal year ended December 31,
1995.
We have reviewed, insofar as it relates or pertains to the
Company, the Company's Registration Statement on Form N-1A filed with
the Securities and Exchange Commission under the 1933 Act, and the
Investment Company Act of 1940, as amended to the date hereof, pursuant
to which Shares were sold (the "Registration Statement"). We have also
examined originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and other instruments
we have deemed necessary or appropriate for the purpose of this opinion.
For purposes of such examination, we have assumed the genuineness of all
signatures and original documents and the conformity to the original
documents of all copies submitted.
We are members only of the New York Bar and do not purport
to be experts on the laws of any other state. Our opinion herein as to
Maryland law is based upon a limited inquiry thereof which we have
deemed appropriate under the circumstances.
Based upon the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and, assuming that the
Shares have been issued and sold in accordance with the Company's
Articles of Incorporation, as amended, and Registration Statement,
and that the consideration received therefor was not less than the par
value thereof, the Shares which the Rule 24f-2 Notice attached hereto
makes definite in number were legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion with the Rule 24f-2
Notice attached hereto.
Very truly yours,
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
