LEXINGTON GNMA INCOME FUND INC
N-30D, 1999-03-01
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
     The Lexington GNMA Income Fund completed another successful year. The total
return for 1998 was 7.52%*,  assuming the  reinvestment  of all dividends.  This
placed our performance in the top 10% of all GNMA-oriented  mutual funds. We are
even more excited about our longer-term results.  According to Lipper, Inc., the
Lexington GNMA Income Fund was the top-performing  fund within its category over
the last three years and has the second best record over the last ten years.

     The Fund's strong relative performance over the last decade is a product of
two factors.  First, we were able to discern the value of call-protected project
loans in a period of declining interest rates and capitalize on this observation
by investing a  substantial  portion of the Fund's  assets in these  securities.
Second,  we were quick to add to these  holdings on any backup in yields because
we anticipated a long-term secular decline in interest rates.

     We may have seen the bottom of the interest rate cycle in 1998.  Yields, as
measured  by those of the  ten-year  U.S.  Treasury  bond,  peaked at 16% during
September  1981.  Seventeen  years later,  ten-year U.S.  Treasury bonds yielded
4.4%. We think this will prove to be a secular low.  Here's why.  Inflation will
likely trend higher in the coming  quarters.  In selected areas,  producers have
responded to global  over-capacity  and have taken factories and mines off line.
Broad commodity  indices already may have bottomed.  Labor market conditions are
tight and likely will lead to wage pressure.

     It is true that bond  yields are high  relative  to the  current  inflation
level. However,  these real yields will likely remain high. The widening current
account  deficit and low savings rate in the U.S.  necessitates a huge inflow of
foreign capital.  High real yields will be needed to compensate these buyers for
cross-currency  risk. And those currency risks are great. The weakened financial
condition  of  Japanese  banks and  insurance  companies  is  prompting  them to
liquidate U.S. dollar assets and repatriate yen. Meanwhile the new Euro currency
promises to make a strong run for international  investor money flows. We expect
a modest, but persistent, increase in U.S. bond yields during 1999.

     Portfolio  changes  are  being  made to  reflect  our more  bearish  market
outlook.  U.S. Treasury bond holdings have been reduced and further cutbacks are
probable.   Cash  flow  is  being  invested  in  project  loans   (mortgages  on
multi-family  properties)  with  little  or  no  lockout  restrictions.   Higher
yielding,  single  family GNMA  mortgage  loans are up as a percentage  of total
assets.  Currently,  these securities offer excellent value. For example, at the
close of 1998, GNMA 6.5% pass-through  securities  yielded 170 basis points more
than U.S. Treasury bonds with a comparable maturity. This extra income should go
a long way  towards  offsetting  the total  return  impact of a decline  in bond
prices.

     We wish to thank our shareholders for their continued support.

Sincerely,


 /s/   Denis P. Jamison     /s/ Roseann McCarthy    /s/ Robert M. DeMichele
- ----------------------      --------------------    ------------------------
Denis P. Jamison            Roseann McCarthy        Robert M. DeMichele
Portfolio Manager           Portfolio Manager       President
February, 1999              February, 1999          February, 1999



                                       1


<PAGE>



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

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

            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
                     LEXINGTON GNMA INCOME FUND, INC., AND
         THE UNMANAGED LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX

               Year                Lexington GNMA          LBMBSI
           =========================================================
               12/30/88               $10,000             $10,000
               12/31/89               $11,560             $11,535
               12/31/90               $12,626             $12,772
               12/31/91               $14,615             $14,779
               12/31/92               $15,373             $15,809
               12/30/93               $16,612             $16,891
               12/31/94               $16,268             $16,619
               12/31/95               $18,857             $19,411
               12/30/96               $19,934             $20,449
               12/31/97               $21,968             $22,390
               12/31/98               $23,620             $23,948



                                           AVERAGE ANNUAL STANDARD TOTAL RETURNS
                                               FOR THE PERIOD ENDED 12/31/98
- --------------------------------------------------------------------------------
FUND NAME                          1 YEAR         5 YEAR         10 YEAR
- --------------------------------------------------------------------------------
LEXINGTON GNMA                      7.52%         7.29%           8.98%
INCOME FUND
- --------------------------------------------------------------------------------
LEHMAN BROTHERS                     6.96%         7.23%           9.13%
MORTGAGE-BACKED
SECURITIES INDEX
- --------------------------------------------------------------------------------


This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the  Fund  with a  similar  investment  in  the  Lehman  Brothers
Mortgage-Backed  Securities Index.  Results for the Fund and the Lehman Brothers
Mortgage-Backed  Securities  Index include the  reinvestment of all dividend and
capital  gain  distributions.  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 it is not predictive of future results.



*7.52%,  7.29% and 8.98% are the one, five and ten year average annual  standard
total returns,  respectively, 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.

For the period ended December 31, 1998, the Fund, according to Lipper, Inc., was
ranked the following: one year-4th out of 51 funds; 3 years-1st out of 44 funds;
5 years-4th out of 32 funds and 10 years-2nd out of 23 funds.


                                       2



<PAGE>

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


<TABLE>
<CAPTION>
                                                             STATED           PRINCIPAL          VALUE
COUPON                                                      MATURITY           AMOUNT          (NOTE 1)
- ----------------------------------------------------   -----------------   --------------   --------------
<S>                                                    <C>                 <C>              <C>
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) CERTIFICATES: 93.1%
10.25% .............................................        8/2029          $  1,007,352     $  1,120,991
9.25 ...............................................        8/2029            2,296,5241        2,547,695
9.00 ...............................................    5/2020-11/2027           972,837        1,066,248
8.75 ...............................................   11/2017-10/2023         3,180,774        3,522,537
8.50 ...............................................    6/2022-1/2023          3,393,806        3,498,983
8.25 ...............................................    3/2001-10/2038        6,771,8061        7,407,651
8.20 ...............................................    4/2012-5/2017          6,965,803        7,617,328
8.15 ...............................................    12/2011-9/2015        10,185,955       11,115,844
8.125 ..............................................    3/2036-6/2039          9,073,158        9,602,043
8.125* .............................................        3/2036               290,842          302,202
8.10 ...............................................    6/2012-7/2012          1,773,859        1,932,071
8.00 ...............................................   10/2012-11/2038        42,084,313       44,006,519
8.00* ..............................................       11/2038               260,892          262,032
7.875 ..............................................    6/2021-7/2038          9,926,500       10,355,412
7.875* .............................................        6/2021               333,021          333,021
7.75 ...............................................    8/2014-1/2036          2,073,788        2,122,833
7.75* ..............................................        8/2014               158,575          158,673
7.70 ...............................................        8/2013               803,789          867,835
7.65 ...............................................    12/2012-4/2031         3,875,805        4,156,287
7.625 ..............................................        8/2032             1,536,699        1,643,776
7.50 ...............................................    4/2013-8/2027          4,779,482        4,973,588
7.25 ...............................................    5/2022-8/2022          2,330,322        2,481,793
7.20 ...............................................        6/2014             2,825,210        3,005,317
7.00 ...............................................    5/2026-7/2028        58,042,9521       59,510,160
6.875 ..............................................       12/2039                25,000           25,570
6.875* .............................................       12/2039               705,000          721,081
6.75 ...............................................    6/2013-11/2018         6,660,535        6,806,290
6.70 ...............................................    8/2014-12/2014           434,469          455,106
6.65 ...............................................    12/2013-2/2015         1,630,375        1,703,221
6.625 ..............................................       11/2028               461,631          473,024
6.55 ...............................................       11/2013                 5,382            5,594
6.50 ...............................................    2/2022-5/2040         30,965,501       31,295,129
6.50* ..............................................        5/2040             3,854,278        3,930,130
6.25 ...............................................    4/2026-4/2028          5,512,799        5,520,595
6.00 ...............................................    7/2028-10/2028        19,862,265       19,694,627
5.65 ...............................................        7/2029               476,300          426,883
                                                                                             ------------
TOTAL GNMA CERTIFICATES (cost $246,530,391).........                                          254,668,089
                                                                                             ------------
</TABLE>


<TABLE>
<S>                                                                                          <C>            <C>
U.S. GOVERNMENT OBLIGATIONS: 8.2%
U.S. Treasury Bills, 4.25%, due 02/04/99 .................................................       500,000           497,993
U.S. Treasury Bills, 4.35%, due 06/10/99 .................................................     3,900,000         3,825,159
U.S. Treasury Bonds, 5.50%, due 02/28/03 .................................................     1,300,000         1,338,402
U.S. Treasury Notes, 5.625%, due 04/30/00 ................................................    10,150,000        10,273,221
U.S. Strip Principle, 0.00%, due 11/15/15 ................................................    16,250,000         6,455,963
                                                                                                              ------------
TOTAL U.S. GOVERNMENT OBLIGATIONS (cost $22,453,504) .....................................                      22,390,738
                                                                                                              ------------
TOTAL INVESTMENTS: 101.3% (cost $268,983,895+)(Note 1) ...................................                     277,058,827
Liabilities in excess of other assets: (1.3%) ............................................                      (3,467,709)
                                                                                                              ------------
TOTAL NET ASSETS: 100.0% (equivalent to $8.53 per share on 32,069,991 shares outstanding).                    $273,591,118
                                                                                                              ============

</TABLE>

* Construction loan securities issued on a when issued basis (Note 1).
1 Some or all of this security is segregated for construction loan securities
  (Note 1).
+ Aggregate cost for Federal income tax purposes is identical.



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

                                       3


<PAGE>

LEXINGTON GNMA INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998


<TABLE>
<S>                                                 <C>
ASSETS
Investments, at value
   (cost $268,983,895) (Note1) ..................    $277,058,827
Cash ............................................          64,141
Receivable for shares sold ......................       1,001,960
Interest receivable .............................       1,590,174
                                                     ------------
Total Assets ....................................     279,715,102
                                                     ------------
LIABILITIES
Due to Lexington Management Corporation
   (Note 2) .....................................         126,382
Payable for investment securities purchased .....       5,642,199
Payable for shares redeemed .....................         104,894
Distributions payable ...........................         120,017
Accrued expenses ................................         130,492
                                                     ------------
Total Liabilities ...............................       6,123,984
                                                     ------------
NET ASSETS (equivalent to $8.53 per share on
   32,069,991 shares outstanding) (Note 3) ......    $273,591,118
                                                     ============
NET ASSETS consist of:
Capital stock-authorized 100,000,000
   shares, $.01 par value per share .............    $    320,700
Additional paid-in capital ......................     266,479,255
Distributions in excess of net investment
   income (Note 1) ..............................            (411)
Accumulated net realized loss on investments
   (Notes 1 and 5) ..............................      (1,283,358)
Unrealized appreciation of investments ..........       8,074,932
                                                     ------------
TOTAL NET ASSETS ................................    $273,591,118
                                                     ============
</TABLE>


LEXINGTON GNMA INCOME FUND, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1998


<TABLE>
<S>                                       <C>           <C>
INVESTMENT INCOME
Interest income .........................                $14,716,974
EXPENSES
   Investment advisory fee (Note 2) .....  $1,224,048
   Transfer agent and shareholder
     servicing expenses (Note 2) ........     508,917
   Accounting expenses (Note 2) .........     156,645
   Printing and mailing expenses ........      70,067
   Registration fees ....................      47,609
   Professional fees ....................      35,709
   Custodian expenses ...................      26,633
   Computer processing fees .............      20,203
   Directors' fees and expenses .........      18,810
   Other expenses .......................      51,306
                                           ----------
    Total expenses ......................                  2,159,947
                                                         -----------
     Net investment income ..............                 12,557,027
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS (NOTE 4)
   Net realized loss on investments .....                   (279,621)
   Net change in unrealized
     appreciation of investments ........                  3,469,352
                                                         -----------
     Net realized and
       unrealized gain ..................                  3,189,731
                                                         -----------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS ........................                $15,746,758
                                                         ===========
</TABLE>


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

                                       4


<PAGE>

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


<TABLE>
<CAPTION>
                                                    1998               1997
                                              ----------------   ---------------
<S>                                           <C>                <C>
Net investment income .....................   $ 12,557,027        $  9,001,795
Net realized gain (loss) from
  investments .............................       (279,621)          2,716,315
Net change in unrealized appreciation
  of investments ..........................      3,469,352           2,258,584
                                              ------------        ------------
 Increase in net assets
   resulting from operations ..............     15,746,758          13,976,694
Distributions to shareholders from
  net investment income (Note 1) ..........    (12,506,951)         (9,107,074)
Increase in net assets from capital
  share transactions (Note 3) .............    112,280,539          19,424,028
                                              ------------        ------------
  Net increase in net assets ..............    115,520,346          24,293,648
NET ASSETS
  Beginning of period .....................    158,070,772         133,777,124
                                              ------------        ------------
 End of period (including  
   distributions in excess of net
   investment income of $411, and
   undistributed net investment
   income of $404 in 1998 and
   1997, respectively) ....................   $273,591,118        $158,070,772
                                              ============        ============
</TABLE>

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

LEXINGTON GNMA INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997

1. SIGNIFICANT ACCOUNTING POLICIES

Lexington  GNMA Income  Fund,  Inc.  (the  "Fund") is an  open-end,  diversified
management  investment  company  registered under the Investment  Company Act of
1940,  as amended.  The Fund's  investment  objective is to seek 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. 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 are valued at the last reported bid price as
of the last business day of the period or, if no current bid price is available,
by the valuation as determined by the Fund's  management in good faith under the
direction  of the Fund's  Board of  Directors.  Short-term  securities  having a
maturity of 60 days or less are stated at  amortized  cost,  which  approximates
market value.  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.


WHEN-ISSUED  SECURITIES The Fund, at times, may purchase GNMA  certificates on a
delayed  delivery,  forward or when-issued basis with payment and delivery often
taking place a month or more after the initiation of the transaction.  It is the
Fund's policy to record  when-issued GNMA  certificates  (and the  corresponding
obligation  to pay for the  securities)  at the  time  the  purchase  commitment
becomes  fixed-generally  on the trade  date.  It is also the  Fund's  policy to
segregate  assets to cover its commitments  for when-issued  securities on trade
date.


CONSTRUCTION LOAN SECURITIES The Fund may purchase  construction loan securities
which are issued to finance building costs. The funds are disbursed as needed or
in accordance  with a prearranged  plan. The  securities  provide for the timely
payment  to the  registered  holder  of  interest  at the  specified  rate  plus
scheduled installments of principal.  Upon completion of the construction phase,
the construction loan securities are terminated, and project loan securities are
issued. It is the Fund's policy to record these GNMA certificates on trade date,
and to segregate assets to cover its commitments on trade date as well.


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 are normally  declared and
paid monthly and dividends from net realized capital gains are normally declared
and paid annually.  However,  the Fund may make distributions on a more frequent
basis to comply with


                                       5

<PAGE>

LEXINGTON GNMA INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 (continued)

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

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 0.60% of the Fund's  average daily net assets up to
$150 million and in  decreasing  stages to 0.40% of average  daily net assets in
excess of $800 million.  In accordance with the investment  advisory  agreement,
LMC is required to  reimburse  the Fund for any  expenses,  excluding  interest,
taxes and extraordinary  expenses which exceed 1.50% of the first $30 million of
the Fund's average daily net assets and 1.00%  thereafter.  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 $344,126,  which are incurred by the Fund,  but
paid by LMC.


3. CAPITAL STOCK

Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
                                       Year ended
                                    December 31, 1998                   December 31, 1997
                            ---------------------------------   ----------------------------------
                                 Shares            Amount            Shares            Amount
                            ---------------   ---------------   ---------------   ----------------
<S>                         <C>               <C>               <C>               <C>
Shares sold .............   19,566,899        $165,825,142       5,059,013        $41,657,370
Shares issued on
  reinvestment
  of dividends ..........    1,324,681          11,213,355         916,291          7,517,813
                            ----------        ------------       ---------        -----------
                            20,891,580         177,038,497       5,975,304         49,175,183
Shares redeemed .........   (7,639,373)        (64,757,958)     (3,624,917)       (29,751,155)
                            ----------        ------------      ----------        -----------
Net increase ............   13,252,207        $112,280,539       2,350,387        $19,424,028
                            ==========        ============      ==========        ===========
</TABLE>

4. INVESTMENT TRANSACTIONS

The cost of purchases and proceeds  from sales of securities  for the year ended
December  31, 1998,  excluding  short-term  securities,  were  $222,935,743  and
$116,611,097, 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
$8,252,793 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $177,861.

5. FEDERAL INCOME TAXES-CAPITAL LOSS CARRYFORWARDS

Capital  loss  carryforwards1  available  for Federal  income tax purposes as of
December 31, 1998 are:


                $1,054,628 expiring in 2003; and,
                    89,699 expiring in 2006.

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


1Temporary  book-tax   differences  of  $139,031  are  the  result  of  deferred
post-October losses.

6. TAX INFORMATION (UNAUDITED)


The  following  tax  information  represents  the  designation  of a tax benefit
relating to year ended December 31, 1998:


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.................................................. 8.82%
        Government National Mortgage Association.....................  90.58

                                       6

<PAGE>

LEXINGTON GNMA INCOME FUND, 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 ...............  $  8.40       $   8.12       $    8.19      $    7.60       $    8.32
                                                      -------       --------       ---------      ---------       ----------
Income (loss) from investment operations:
 Net investment income .............................     0.48          0.51             0.53           0.58            0.55
 Net realized and unrealized gain (loss) on
 investments .......................................     0.13          0.29            (0.08)          0.59           (0.72)
                                                      -------       -------       ----------      ---------       ----------
Total income (loss) from investment
 operations ........................................     0.61          0.80             0.45           1.17           (0.17)
                                                      -------       -------       ----------      ---------       ----------
Less distributions:
 Distributions from net investment income ..........    (0.48)        (0.52)           (0.52)         (0.58)          (0.55)
                                                      -------       -------       ----------      ---------       ---------
Net asset value, end of period .....................  $  8.53       $  8.40       $     8.12      $    8.19       $    7.60
                                                      =======       =======       ==========      =========       =========
Total return .......................................     7.52%        10.20%           5.71%         15.91%          (2.07)%
Ratio to average net assets:
 Expenses ..........................................     1.01%         1.01%           1.05%          1.01%           0.98%
 Net investment income .............................     5.85%         6.28%           6.56%          7.10%           6.90%
Portfolio turnover rate ............................    54.47%       134.28%         128.76%         30.69%          37.15%
Net assets at end of period(000's omitted) .........  $273,591     $158,071         $133,777       $130,681        $132,108
</TABLE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Lexington GNMA Income Fund, Inc.:

     We have audited the  accompanying  statements of net assets  (including the
portfolio of  investments)  and assets and  liabilities of Lexington GNMA Income
Fund, 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 audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements 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  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Lexington  GNMA Income Fund,  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

                                       7


<PAGE>

LEXINGTON
GNMA INCOME FUND, 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  GNMA Income,  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]


                                [GRAPHIC OMITTED]


                                   LEXINGTON
                                      GNMA
                               INCOME FUND, INC.

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

                           An investment primarily in
                              mortgage-backed GNMA
                        Certificates that are guaranteed
                           as to the timely payment of
                          principal and interest by the
                            United States Government.
                                 -------------

                                 ANNUAL REPORT
                               DECEMBER 31, 1998
                              The Lexington group
                                   of NO LOAD
                              Investment Companies


                                [GRAPHIC OMITTED





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