LEXINGTON GROWTH & INCOME FUND INC
N-30D, 1995-08-17
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Dear Shareholders:

    The Lexington Growth and Income Fund returned 9.8%* for the first six months
of 1995.  This  compares to a return for the  average  growth and income fund of
16.8% as reported by Lipper Analytical Services Inc. during the same period.

    During the first six months,  signs of slower  economic  growth  became more
apparent.  Sales of automobiles and existing homes slowed as consumer buying was
restrained by the  cumulative  impact of higher  interest  rates put in place in
1994. This slackening in demand led to an unplanned increase in inventory levels
and eventually forced cuts in production rates and job creation. As these excess
inventories were reduced,  it put further pressure on the flagging economy.  The
result is a slowing in GDP growth, now estimated to be only slightly above 0% in
the second  quarter.  Once these factors  became more  evident,  the bond market
rallied  to new  highs  reflecting  investor  anticipation  of the  need  for an
interest rate cut by the Federal  Reserve  Bank.  Equities also reached new high
levels  taking their cue from the bond market,  also looking ahead to a rate cut
by the Fed to reignite economic growth.

    Recently,  auto and housing sales have exhibited signs of renewed  strength,
responding to lower  interest  rates for auto loans and  mortgages.  Despite the
fact that the  economy is showing  signs of reaching a bottom,  we believe  that
further  modest Fed easing is possible.  Such a move should serve to keep market
interest  rates low,  sustaining  the demand for autos and housing.  Although we
believe the Fed move has improved the economic outlook for the remainder of 1995
and early 1996, the likelihood of near term earnings  disappointments has risen,
reflecting  recent slower economic  activity.  As these earnings  shortfalls are
reported  it  could  lead to a  volatile  environment  over the  summer  months,
especially given the rapid rise and  historically  high levels of today's equity
markets.

    Technology stocks led the very robust market  performance in the first half.
We have found it difficult to get many  technology  stocks through our valuation
screens and thus, have been underweight  this sector.  While this has negatively
affected our  performance  to date, our  disciplines  make us reluctant to chase
this group.  Consistent with our outlook for renewed  strength in U.S.  economic
activity, we have increased our weightings in economically  sensitive sectors by
adding to our holdings in retailers,  auto related and housing issues,  and most
recently the  railroads.  We believe that  valuations  here already  reflect the
difficult first half environment  experienced by these  companies,  and that the
shares will soon begin to reflect an anticipated  better  business  environment.
With favorable changes in banking  regulations we expect to see a continued high
level of merger activity in the banking industry. As a result, we have increased
our weighting of attractively valued regional bank holding companies.

    For some  time,  the  Lexington  Growth  and  Income  Fund has  focused  its
investments in companies which, over the last five years, have reduced costs and
streamlined  operations.  This  theme was borne  out in the first  half.  As the
economy slowed and demand eased,  these firms reduced labor and other costs at a
rate faster than expected. We are encouraged by the rapid response to slackening
demand that these companies have demonstrated. In our opinion, this will lead to
a quicker profit recovery as the economy resumes its growth.

    From a broader perspective,  we believe this faster response time will allow
for a more  sustainable  period of  economic  expansion.  Furthermore,  with the
recent cut in interest  rates by the Federal  Reserve,  we believe the stage has
been set for a resumption of modest growth in the quarters ahead. Continued cost
cutting efforts have also put U.S. manufacturers in a better position to compete
against  counterparts in Europe and Japan. In many  industries,  the U.S. is now
the low cost global  producer,  which,  coupled with the low value of the dollar
versus  other  currencies,  places  exports  from  these  companies  in  a  very
competitive posture.

    During the first  half,  the U.S.  dollar set new record  lows  against  the
German Mark and Japanese Yen. This, we believe,  reflected increased speculative
currency  trading,  persistent  trade  deficits  between the U.S.  and its major
trading partners, and the lower interest rate environment produced by the strong
bond market.  While a return to 



                                       1
<PAGE>

previous levels is not on the immediate horizon,  we do expect at least a modest
rebound in the  greenback.  Thus,  despite the  attractiveness  of some  foreign
markets,  we have reduced our holdings of foreign  ADRs,  reflecting  the belief
that a stronger  U.S.  currency  would offset  positive  results  from  specific
company fundamentals.

    At the end of June, the Fund  maintained  modest cash reserves which we plan
to commit as market  conditions  warrant,  and to take  advantage of  attractive
individual opportunities as they present themselves.

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

                    Sincerely,



Alan H. Wapnick                    Robert M. DeMichele
Portfolio Manager                  President
July, 1995                         July, 1995

*10.45%, 8.76% and 10.87% are the one, five and ten year average annual standard
total  returns,  respectively,  for the period ended June 30,  1995.  Investment
return and principal value of an investment will fluctuate so that an investor's
shares,  when redeemed may be worth more or less than their original cost. Total
return  represents  past  performance.



















                                       2
<PAGE>


Lexington  Growth and Income Fund,  Inc.
Statement of Net Assets  
(Including the Portfolio of Investments)  
June 30, 1995 (unaudited) 

(Left Column)

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

                  COMMON STOCKS: 89.4%
                  BANKING: 7.8%
34,900            Bank of New York Company, Inc. ...... $ 1,409,088
67,300            Boatmen's Bancshares, Inc. ..........   2,368,119
46,100            Capital One Financial Corporation ...     898,950
58,000            Firstar Corporation*.................   1,950,250
78,800            Signet Banking Corporation ..........   1,723,750
61,500            UJB Financial Corporation*...........   1,868,063
                                                        -----------
                                                         10,218,220
                                                        -----------

                  BEVERAGE: 2.3%
66,100            PepsiCo, Inc. .......................   3,015,812
                                                        -----------

                  BUILDING MATERIALS: 1.9%
48,700            Fluor Corporation ...................   2,532,400
                                                        -----------

                  CAPITAL EQUIPMENT: 1.0%
20,300            Boeing Company*......................   1,271,288
                                                        -----------

                  CHEMICAL (BASIC): 0.9%
51,300            Dexter Coporation ...................   1,211,962
                                                        -----------

                  CHEMICAL (DIVERSIFIED): 2.8%
22,600            Air Products & Chemicals, Inc. ......   1,259,950
                                                        -----------

40,900            Minnesota Mining &
                  Manufacturing Company ...............   2,341,525
                                                        -----------
                                                          3,601,475
                                                        -----------

                  COMPUTER SOFTWARE & SERVICES: 1.1%
70,500            Novell, Inc.*........................   1,405,593
                                                        -----------
                  CONSUMER DURABLE GOODS: 4.3%
47,200            Centex Corporation ..................   1,333,400
63,800            Dana Corporation ....................   1,826,275
60,700            The Goodyear Tire & Rubber Company ..   2,503,875
                                                        -----------
                                                          5,663,550
                                                        -----------

                  CONSUMER-NON DURABLE GOODS: 6.6%
45,300            CPC International, Inc. .............   2,797,275
50,500            Duracell International, Inc. ........   2,184,125
38,700            Forest Laboratories, Inc.*...........   1,717,312
29,600            Nabisco Holdings Corporation ........     799,200
21,800            Nestle, S.A (ADR)*...................   1,134,357
                                                        -----------
                                                          8,632,269
                                                        -----------

                  DRUG: 2.7%
14,200            Pfizer, Inc. ........................   1,311,725
32,200            Bristol-Myers Squibb Company ........   2,193,625
                                                        -----------
                                                          3,505,350
                                                        -----------

(Right Column)

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

                  ELECTRONICS/ELECTRICAL EQUIPMENT: 6.2%
53,100            Avnet, Inc. ......................... $ 2,568,712
37,400            Grainger (W.W.), Inc. ...............   2,197,250
22,600            General Electric Company ............   1,274,075
29,600            Motorola, Inc. ......................   1,986,900
                                                        -----------
                                                          8,026,937
                                                        -----------

                  ELECTRONICS/ENTERTAINMENT: 0.6%
5,200             Matsushita Electronic Industries (ADR)    806,000

                  ENERGY SOURCES: 2.2%
49,600            Atlantic Richfield Company ..........   1,289,600
40,900            Burlington Resources, Inc. ..........   1,508,188
                                                        -----------
                                                          2,797,788
                                                        -----------

                  FINANCIAL SERVICES: 0.3%
7,800             Yamaichi Securities, Ltd. (ADR) .....     417,101
                                                        -----------

                  HEATING & AIR CONDITIONING: 1.5%
44,400            York International Corporation ......   1,998,000
                                                        -----------

                  HOUSEHOLD PRODUCTS: 2.8%
25,200            Colgate-Palmolive Company ...........   1,842,750
25,200            Procter & Gamble Company ............   1,811,250
                                                        -----------
                                                          3,654,000
                                                        -----------

                  INDUSTRIAL GASES: 1.7%
87,800            Praxair, Inc. ........................  2,195,000
                                                        -----------

                  INSURANCE: 1.1%
10,400            General Re Corporation ...............  1,392,300
                                                        -----------

                  MACHINERY: 2.5%
51,300            Goulds Pumps, Inc. ...................  1,122,188
56,200            Ingersoll-Rand Company ...............  2,149,650
                                                        -----------
                                                          3,271,838
                                                        -----------
                  MATERIALS: 2.8%
113,900           Albemarle Corporation ................  1,779,687
26,500            Du Pont ( E. I.) De Nemours & Company   1,821,875
                                                        -----------
                                                          3,601,562
                                                        -----------

                  MERCHANDISING: 4.7%
123,600           Borders Group, Inc.*.................   1,776,750
66,500            Lowe's Companies, Inc.*..............   1,986,688
87,100            Wal-Mart Stores, Inc. ...............   2,329,925
                                                        -----------
                                                          6,093,363
                                                        -----------


                                       3
<PAGE>

Lexington Growth and Income Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
June 30, 1995 (unaudited) (continued)

(Left Column)

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

                  METAL FABRICATING: 2.9%
28,700            Illinois Tool Works, Inc. ................ $  1,578,500
64,450            Trinity Industries, Inc. .................    2,142,962
                                                             ------------
                                                                3,721,462
                                                             ------------

                  OFFICE EQUIPMENT & SUPPLIES: 1.9%
64,400            Pitney-Bowes, Inc. .......................    2,471,350
                                                             ------------

                  OILFIELD SERVICES/EQUIPMENT: 2.2%
47,000            Halliburton Company ......................    1,680,250
20,000            Schlumberger, Ltd. .......................    1,242,500
                                                             ------------
                                                                2,922,750
                                                             ------------

                  PAPER & FOREST PRODUCTS: 2.0%
23,200            Union Camp Corporation ...................    1,342,700
14,400            International Paper Company ..............    1,234,800
                                                             ------------
                                                                2,577,500
                                                             ------------

                  PERSONAL CARE: 1.9%
54,000            Gillette Company .........................    2,409,750
                                                             ------------

                  PETROLEUM (INTEGRATED): 3.8%
44,100            BJ Services Company*......................    1,003,275
50,500            Unocal Corporation .......................    1,395,063
38,300            Texaco, Inc. .............................    2,513,437
                                                             ------------
                                                                4,911,775
                                                             ------------

                  PRECIOUS METALS: 0.3%
33,800            Samancor, Ltd. (ADR) .....................      441,520
                                                             ------------

                  PUBLISHING: 1.0%
17,400            McGraw-Hill Companies ....................    1,320,225
                                                             ------------

                  RAILROADS: 0.7%
60,100            Southern Pacific Rail Corporation*........      946,575
                                                             ------------

                  REAL ESTATE: 1.5%
37,400            Chelsea GCA Realty, Inc. .................    1,009,800
40,900            Horizon Outlet Centers ...................      950,925
                                                             ------------
                                                                1,960,725
                                                             ------------
                  RECREATION: 0.8%
18,900            Walt Disney Company ......................    1,051,312
                                                             ------------


(Right Column)

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

                  RETAIL STORES: 4.4%
77,500            Carson Pirie Scott & Company*.............  $ 1,269,063
64,400            May Department Stores Company ............    2,680,650
61,800            Toys "R" Us, Inc.*........................    1,807,650
                                                             ------------
                                                                5,757,363
                                                             ------------

                  STEEL: 2.4%
25,200            Inland Steel Industries, Inc. ............      768,600
69,600            USX-U.S. Steel Group, Inc. ...............    2,392,500
                                                             ------------
                                                                3,161,100
                                                             ------------

                  TELECOMMUNCATIONS: 2.4%
30,500            American Telephone &
                  Telegraph Company ........................    1,620,312
70,500            MCI Communications Corporation ...........    1,546,594
                                                             ------------
                                                                3,166,906
                                                             ------------
 
                  TRANSPORTATION: 0.9%
19,100            Burlington Northern, Inc. ................    1,210,462
                                                             ------------

                  UTILITIES: 2.5%
44,400            Brooklyn Union Gas Company ...............    1,165,500
56,600            PacifiCorp ...............................    1,061,250
49,600            Teco Energy, Inc. ........................    1,085,000
                                                             ------------
                                                                3,311,750
                                                             ------------
                  TOTAL COMMON STOCKS
                    (cost $105,014,280) ....................  116,654,333
                                                             ------------
                  CONVERTIBLE CORPORATE BONDS: 2.2%
                  ENERGY: 2.2%
$2,376,000        Pennzoil Company
                    6.50% due 01/15/2003
                    (cost $2,853,030)  .....................    2,815,560
                                                             ------------
                                  
                  SHORT-TERM INVESTMENTS: 6.1%
5,000,000         U.S. Treasury Bill
                    5.61% due O8/03/95 .....................    4,974,288
3,000,000         U.S. Treasury Bill
                    5.375% due 9/21/95 .....................    2,963,271
                                                             ------------
                  TOTAL SHORT-TERM INVESTMENTS
                    (cost $7,937,559) ......................    7,937,559
                                                             ------------
                  TOTAL INVESTMENTS: 97.7% 
                    (cost $115,804,869(D)) .................  127,407,452

                  Other assets in excess of liabilities: 2.3%   3,054,005
                                                             ------------
                  TOTAL NET ASSETS: 100.0%
                  (equivalent to $15.69 per share on
                  8,316,090 shares outstanding) ............ $130,461,457
                                                             ============

   ADR-American Depository Receipts.
  *Non-income producing securities.
(D)Aggregate cost for Federal Income tax purposes is identical.

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



                                       4
<PAGE>

(Left Column)

Lexington Growth and Income Fund, Inc.
Statement of Assets and Liabilities
June 30, 1995 (unaudited)

Assets

Investment in securities, at value
  (cost $115,804,869) (Note 1) .................... $127,407,452
Cash ..............................................    1,619,622
Receivable for investment securities sold .........    1,323,720
Receivable for shares sold ........................       70,209
Dividends receivable ..............................      291,602
                                                    ------------
  Total Assets ....................................  130,712,605
                                                    ------------
Liabilities

Due to Lexington Management Corporation
  (Note 2) ........................................       81,272
Accrued expenses ..................................      169,876
                                                    ------------
  Total Liabilities ...............................      251,148
                                                    ------------
Net Assets (equivalent to $15.69 per share on
  8,316,090 shares outstanding) (Note 4) .......... $130,461,457
                                                    ============
Net Assets consist of:
Capital stock-authorized 500,000,000
  shares, $.001 par value per share ...............  $     8,316
Additional paid-in capital  .......................  118,989,577
Undistributed net investment income ...............      306,337
Distributions in excess of net realized gains
  on investments ..................................     (445,356)
Net unrealized appreciation of investments ........   11,602,583
                                                    ------------
                                                    $130,461,457
                                                    ============


(Right Column)

Lexington Growth and Income Fund, Inc.
Statement of Operations
Six months ended June 30, 1995 (unaudited)

Investment Income

Income
  Dividends ......................... $ 1,325,853
  Interest ..........................     324,610
                                      -----------
                                        1,650,463
Less: foreign tax expense ...........      11,863
                                      -----------
 Total investment income ............                             $ 1,638,600

Expenses
  Investment advisory fee (Note 2) ..     456,272
Accounting and shareholder
    services expense (Note 2) .......     103,082
Custodian and transfer agent
    expenses ........................      36,748
  Printing and mailing ..............      36,082
  Directors' fees and expenses ......       5,390
  Audit and legal ...................      13,264
  Registration fees .................      13,534
  Distribution expenses (Note 3) ....     104,252
  Computer processing fees ..........       8,930
  Other expenses ....................      23,424
                                      -----------
       Total expenses ...............                                 800,978
                                                                  -----------
       Net investment income ........                                 837,622
                                                                  
Realized and Unrealized Gain on Investments
(Note 5)
  Realized gain from security
    transactions (excluding short-
    term securities):
      Proceeds from sales ...........  58,346,605
      Cost of securities sold .......  56,854,529
                                      -----------
      Net realized gain                                             1,492,076
  Unrealized appreciation of investments:
      End of period .................  11,602,583
      Beginning of period ...........   2,076,043
                                      -----------
  Change during period ..............                               9,526,540
                                                                  -----------
  Net realized and unrealized gain
    on investments ..................                              11,018,616
                                                                  -----------
Increase in Net Assets Resulting
  from Operations ...................                             $11,856,238
                                                                  ===========

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



                                       5
<PAGE>

(Left Column)

Lexington Growth and Income Fund, Inc.
Statements of Changes in Net Assets

                                                    Six months
                                                      ended          Year ended
                                                  June 30, 1995     December 31,
                                                   (unaudited)          1994   
                                                  -------------     -----------
 
Net investment income ..........................   $   837,622     $  1,410,631
Net realized gain from security
  transactions .................................     1,492,076        7,178,841
Increase (decrease) in unrealized
  appreciation of investments ..................     9,526,540      (12,748,337)
  Net increase (decrease) in net assets
    resulting from operations ..................    11,856,238       (4,158,865)
Distributions to shareholders from net
  investment income ............................      (593,781)      (1,348,135)
Distributions to shareholders from net
  realized gains from security
  transactions (Note 1) ........................         -           (7,199,281)
Distributions to shareholders in excess of
  net realized gains from security
  transactions (Note 1) ........................         -           (1,937,432)
Increase (decrease) in net assets from
 capital share transactions (Note 4) ...........    (5,089,668)       4,424,144
Net increase (decrease) in net assets ..........     6,172,789      (10,219,569)
Net Assets
  Beginning of period ..........................   124,288,668      134,508,237
  End of period (including undistributed
    net investment income of $306,337
    and $62,496, respectively) (Note 1) ........  $130,461,457     $124,288,668
                                                  ============     ============

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


Lexington Growth and Income Fund, Inc.
Notes to Financial Statements
June 30, 1995 (unaudited) and December 31, 1994

1.  Significant Accounting Policies

Lexington  Growth and Income Fund,  Inc. (the "Fund") is an open end diversified
management  investment  company  registered under the Investment  Company Act of
1940,  as amended.  The  following  is a summary of the  significant  accounting
policies followed by the Fund in the preparation of its financial statements:

   Securities  Security  transactions  are  accounted for on a trade date basis.
Realized  gains and  losses  from  security  transactions  are  reported  on the
identified  cost basis.  Investments are stated at market value based on closing
prices reported by the exchanges on which the securities are traded


(Right Column)

on the last business day of the period or, for over-the- counter securities,  at
the average  between bid and asked prices.  Short-term  securities are stated at
amortized  cost which  approximates  market value.  Securities  for which market
quotations  are not readily  available and other assets are valued at fair value
as  determined  by  management  and  approved  in good  faith  by the  Board  of
Directors. Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income is accrued as earned.

   Distributions  Effective  January  1, 1993,  the Fund  adopted  Statement  of
Position 93-2: Determination, Disclosure and Financial Statement Presentation of
Income,   Capital  Gain  and  Return  of  Capital  Distributions  by  Investment
Companies.  As of December 31, 1994, book and tax basis differences amounting to
$29,385 have been  reclassified  from  undistributed  net investment  income and
distributions  in excess of net realized  gain to  additional  paid-in  capital.
Distributions  in  excess  of net  realized  gains  reflect  temporary  book-tax
differences  arising from Internal  Revenue Code ("IRC") Excise Tax distribution
requirements  and  associated  post-October  loss  deferral  provisions,   which
effectively  allow the deferral of some net realized  capital losses to the next
tax year.

   Federal  Income  Taxes  It  is  the  Fund's  intention  to  comply  with  the
requirements of the Internal  Revenue Code  applicable to "regulated  investment
companies"  and to  distribute  all of its taxable  income to its  shareholders.
Therefore, no provision for Federal income taxes has been made.

2.  Investment Advisory Fee and Other
    Transactions with Affiliate

The Fund pays an  investment  advisory fee to Lexington  Management  Corporation
("LMC") at an annual rate of 0.75% of the Fund's  average daily net assets up to
$100  million and in  decreasing  stages to 0.4% of average  daily net assets in
excess of $250 million. The investment advisory contract provides that the total
annual expenses of the Fund (including  management fees, but excluding interest,
taxes,  brokerage  commissions and  extraordinary  expenses) will not exceed the
level of expenses which the Fund is permitted to bear under the most restrictive
expense  limitation imposed by any state in which shares of the Fund are offered
for sale. No reimbursement  was required for the six months ended June 30, 1995.
The Fund also  reimburses  LMC for certain  expenses,  including  accounting and
shareholder  servicing  costs,  which are  incurred by the Fund but paid by LMC.



                                       6

<PAGE>

Lexington  Growth and Income Fund,  Inc. 
Notes to Financial  Statements 
June 30, 1995 (unaudited) and December 31, 1994 (continued)

(Left Column)

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 Fund  Distributors,  Inc.  ("LFD"),  the Fund's
distributor, in amounts not exceeding .25% per annum of the Fund's average daily
net assets.  Total distribution  expenses for the six months ended June 30, 1995
were $104,252 which are set forth in the statement of operations.

4.  Capital Stock

Transactions in capital stock were as follows:

                               Six months ended              Year ended
                          June 30, 1995 (unaudited)       December 31, 1994
                          -------------------------    ----------------------  
                              Shares      Amount         Shares      Amount
                              -------   ----------       -------  -----------
Shares sold ................  287,298   $4,348,849       890,121  $14,369,520
Shares issued to share-
  holders on reinvest-
  ment of dividends ........    9,916      147,049       640,376    9,254,980
                             --------  -----------    ----------  -----------
                              297,214    4,495,898     1,530,497   23,624,500

Shares redeemed ............ (635,079)  (9,585,566)   (1,199,120) (19,200,356)
                             --------  -----------    ----------  -----------
  Net increase (decrease) .. (337,865) $(5,089,668)      331,377  $ 4,424,144
                             ========  ===========    ==========  ===========

(Right Column)

5.  Purchases and Sales of Investment Securities

The cost of purchases and proceeds  from sales of securities  for the six months
ended June 30, 1995,  excluding  short term  securities,  were  $53,466,753  and
$58,346,605, respectively.

At June 30, 1995 aggregate gross  unrealized  appreciation for all securities in
which  there is an excess of value over tax cost  amounted  to  $14,101,259  and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value amounted to $2,498,676.

6.  Investment Risks

The Fund's ability to invest in foreign securities may involve risks not present
in domestic  investments.  Since  foreign  securities  may be  denominated  in a
foreign currency and involve settlement and pay interest or dividends in foreign
currencies,  changes in the relationship of these foreign currencies to the U.S.
dollar can significantly affect the value of the investments and earnings of the
Fund.  Foreign  investments  may also  subject  the Fund to  foreign  government
exchange  restrictions,  expropriation,  taxation or other political,  social or
economic  developments,  all of which could affect the market and/or credit risk
of the investments.

<TABLE>

--------------------------------------------------------------------------------------------------------------------------
Financial Highlights
Selected per share data for a share outstanding throughout the period:
<CAPTION>

                                                                   Six months ended        Year ended December 31,
                                                                     June 30, 1995 ---------------------------------------    
                                                                      (unaudited)   1994        1993      1992       1991
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>       <C>         <C>       <C>        <C>   
Net asset value, beginning of period ................................    $14.36    $16.16      $16.25    $16.39     $14.24
                                                                         ------    ------      ------    ------     ------
Income from investment operations:
  Net investment income .............................................       .10       .17         .21       .23        .35
  Net realized and unrealized gain (loss) on investments ............      1.30      (.68)       1.94      1.79       3.17
                                                                         ------    ------      ------    ------     ------
Total income (loss) from investment operations ......................      1.40      (.51)       2.15      2.02       3.52
                                                                         ------    ------      ------    ------     ------
Less distributions:
  Dividends from net investment income ..............................      (.07)     (.16)       (.21)     (.32)      (.35)
  Distributions from net realized capital gains .....................       -        (.91)      (2.03)    (1.84)     (1.02)    
  Distributions in excess of net realized gains (Temporary book-tax . 
    difference) .....................................................       -        (.22)        -         -          -
                                                                         ------    ------      ------    ------     ------
Total distributions .................................................      (.07)    (1.29)      (2.24)    (2.16)     (1.37)
                                                                         ------    ------      ------    ------     ------
Net asset value, end of period ......................................    $15.69    $14.36      $16.16    $16.25     $16.39
                                                                         ======    ======      ======    ======     ======
Total return ........................................................    20.57%*    (3.11%)    13.22%     12.36%     24.87%
Ratios to average net assets:
  Expenses ..........................................................     1.26%*     1.15%      1.29%      1.20%      1.13%
  Net investment income .............................................     1.32%*     1.06%      1.20%      2.57%      2.19%
Portfolio turnover ..................................................    92.27%*    63.04%     93.90%     88.13%     80.33%
Net assets at end of period (000's omitted) .........................  $130,461   $124,289   $134,508   $126,241   $121,263
*Annualized
</TABLE>



                                       7
<PAGE>

(Left Column)

Lexington
Growth and 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 * Account Balances * Exchanges *
Last Transactions * Total Return * Duplicate Statements
--------------------------------------------------------

This report has been prepared for the information of the
shareholders  of Lexington  Growth and Income Fund, Inc.
and is authorized for distribution to the public only if
it is accompanied  or preceded by a currently  effective
prospectus  which sets forth expenses and other material
information.



(Right Column)

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

                        LEXINGTON

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




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

                        LEXINGTON
                         GROWTH
                           AND
                         INCOME
                       FUND, INC.

                      (filled box)

           Seeks capital appreciation over the
            long term through investments in
            the stocks of large, ably managed
              and well financed companies.

                      (filled box)

                   SEMI-ANNUAL REPORT
                      JUNE 30, 1995
                   The Lexington Group
                       of No Load
                  Investment Companies

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



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