LEXINGTON GROWTH & INCOME FUND INC
N-30D, 1996-02-22
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Dear Shareholders:
- --------------------------------------------------------------------------------

    The  Lexington  Growth and Income Fund showed a 22.57%*  return for the year
ended December 31, 1995. This compares to a 30.82% return for the average growth
and income fund monitored by Lipper  Analytical  Services,  Inc. during the same
period.

    The year ended on a strong note with the same positive  conditions  existing
that drove stock prices steadily higher  throughout the year.  These  conditions
included low inflation,  falling interest rates,  slow economic  growth,  strong
corporate profits, and high demand for stocks from the strong flow of money into
equity  mutual  funds.  At the  same  time,  the  supply  of  stocks  shrank  as
corporations  used their  strong cash flow to  repurchase  stock and  consummate
strategic combinations. Add to this the very positive reaction by the markets to
the  Republican  victory  in  the  1994  elections,  and  the  perceptions  that
favorable,  fundamental changes in Washington's fiscal policy were underway, and
you have the makings of a very ebullient investment environment.

    The U. S. stock  market ended up the winner  around the world as well,  with
the highest return of all the major world markets. Economic conditions were also
similar for most of our major  trading  partners with low  inflation,  declining
interest  rates and slow growth the norm.  Japan was a significant  exception as
banking problems intensified, and economic growth actually turned negative.

    Although many of the same  conditions that drove stock prices higher in 1995
still exist, there are several reasons for caution.  While investors have become
complacent  with  regard to  inflation,  prices for  energy  and many  important
agricultural  commodities  are rising and it is possible that,  with tight labor
markets in several areas, labor may begin to garner a greater share of corporate
profits by way of wage increases.  These could force consumer prices higher, and
with  expectations  low, any uptick in inflation will likely be taken negatively
by the financial  markets.  Another concern is that  expectations  for corporate
profit growth appear too high.  Analysts are estimating  another 15% increase in
unmanaged  Standard and Poor's 500 Stock Price Index  earnings in 1996 on top of
the 20% plus gains registered in recent years. With profit margins already at or
near peak levels,  and slow economic growth expected in the U.S. and for many of
our trading  partners,  these  estimates  appear  optimistic.  Reduced  earnings
expectations  could prove unsettling to stock prices.  Lastly,  as this is being
written,  Congress and the President have yet to agree on a budget,  balanced or
otherwise.  If the budget stalemate  persists,  optimism on a major shift toward
fiscal  responsibility  in Washington  may be tested.  Any of these concerns may
prove to be the catalyst for the long overdue correction in stock prices.

    In general however,  stocks do not appear to be overvalued,  and the outlook
for  continued  economic  growth,  with  subdued  levels of  interest  rates and
inflation still provides a positive framework for ultimately higher stock market
levels.

    The 1995 stock market may be characterized as a very narrow market,  in that
approximately  15% of the  unmanaged  Standard  and Poor's 500 Stock Price Index
accounted  for about 75% of the entire gain of that Index.  Nearly half of those
leading  stocks  were  in the  technology  and  financial  sectors,  and the low
representation  of those  stocks in the  portfolio  contributed  to the relative
underperformance  of the fund.  This was  particularly  true in the  first  nine
months of the year. In addition,  the Fund's exposure to economically  sensitive
issues  hurt  performance  when the  economy  unexpectedly  slowed  in the first
quarter of the year.

    In the fourth quarter,  the Fund's relative performance  improved.  The Fund
continued to focus on  attractively  valued  stocks with  positive  earnings and
price  momentum.  This  led  to  significant  weightings  in  the  health  care,
aerospace,  and  energy  sectors  which  were  strong  performers  in the fourth
quarter. The Fund's low exposure to technology also benefitted  performance late
in the year as that high flying sector began to correct.




                                       1
<PAGE>

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

                               Sincerely,



Alan H. Wapnick                          Robert M. DeMichele
Portfolio Manager                        President
January, 1996                            January, 1996
____________________________________________________________________________
                                   GRAPH
   Paper version of this shareholder report contains a graph comparing the
                changes in value of a $10,000 investment in
                Lexington Growth and Income Fund, Inc., and
           the unmanaged Standard & Poor's 500 Stock Price Index
____________________________________________________________________________

*22.57%,  13.54%  and  11.05%  are the one,  five and ten  year  average  annual
standard  total returns,  respectively,  for the period ended December 31, 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>

(Left column)

Lexington Growth and Income Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1995            

Number of                                                      Value
Shares                       Security                        (Note 1)
- -----------------------------------------------------------------------
            COMMON STOCKS: 99.8%
            BANKING: 6.0%
 56,300     Bank of New York Company, Inc...............   $  2,744,625
 33,300     J P Morgan & Company........................      2,672,325
 85,500     US Bancorp..................................      2,869,594
                                                           ------------
                                                              8,286,544
                                                           ------------
            Capital Equipment: 16.3%
 37,300     Boeing Company..............................      2,923,388
 58,000     Ceridian Corporation1.......................      2,392,500
 83,700     Deere & Company.............................      2,950,425
 66,000     Dover Corporation...........................      2,433,750
 48,700     Fluor Corporation...........................      3,214,200
 38,600     Lockheed Martin Corporation.................      3,049,400
 88,200     Loral Corporation...........................      3,120,075
 18,600     Xerox Corporation...........................      2,548,200
                                                           ------------
                                                             22,631,938
                                                           ------------
            Chemicals-Specialty: 1.8%
 67,000     Union Carbide Corporation...................      2,512,500
                                                           ------------

            Consumer-Non Durable Goods: 9.6%
 36,900     CPC International, Inc. ....................      2,532,262
 41,000     Hershey Foods Corporation 2,665,000
 47,100     PepsiCo, Inc................................      2,631,712
 52,200     Pioneer Hi-Bred International, Inc. ........      2,903,625
 30,600     Procter & Gamble Company....................      2,539,800
                                                           ------------
                                                             13,272,399
                                                           ------------
            Electrical And Electronics: 1.9%
 32,300     Hewlett-Packard Company.....................      2,705,125
                                                           ------------

            Energy Sources: 12.4%
 54,000     Burlington Resources, Inc. .................      2,119,500
102,200     Diamond Offshore Drilling, Inc.1 ...........      3,449,250
 62,000     Halliburton Company.........................      3,138,750
 25,900     Mobil Corporation...........................      2,900,800
106,300     Valero Energy Corporation...................      2,604,350
 67,900     Williams Companies, Inc. ...................      2,979,112
                                                           ------------
                                                             17,191,762
                                                           ------------
            Environmental Technology: 2.0%
 67,900     Millipore Corporation.......................      2,792,388
                                                           ------------

(Right column)

Number of                                                      Value
Shares                       Security                        (Note 1)
- -----------------------------------------------------------------------
            Financial Services: 14.2%
 59,000     American Express Company....................   $  2,441,125
 30,000     American International Group................      2,775,000
 27,700     Chubb Corporatio............................      2,679,975
 32,000     Foremost Corporation of America.............      1,632,000
 17,200     General Re Corporation......................      2,666,000
 39,700     Household International, Inc................      2,347,262
 37,000     NationsBank Corporation.....................      2,576,125
 77,400     Safeco Corporation..........................      2,675,137
                                                           ------------
                                                             19,792,624
                                                           ------------
            Health & Personal Care: 8.4%
 29,500     American Home Products Corporation..........      2,861,500
 56,000     Eli Lilly & Company.........................      3,150,000
 33,900     Johnson & Johnson...........................      2,902,688
 63,750     St. Jude Medical, Inc.1.....................      2,733,281
                                                           ------------
                                                             11,647,469
                                                           ------------
            Healthcare Miscellaneous: 2.2%
 34,400     PacifiCare Health Systems, Inc.1............      3,001,400
                                                           ------------
            Materials: 5.5%
 47,000     Aluminum Company of America.................      2,485,125
 36,300     FMC Corporation1  2,454,788
 46,800     Hercules, Inc...............................      2,638,350
                                                           ------------
                                                              7,578,263
                                                           ------------
            Medical Products & Supplies: 2.0%
 66,000     Abbott Laboratories.........................      2,755,500
                                                           ------------

            Merchandising: 5.7%
149,000     Borders Group, Inc.1........................      2,756,500
 73,000     Circuit City Stores, Inc. ..................      2,016,625
 86,000     Winn-Dixie Stores, Inc......................      3,171,250
                                                           ------------
                                                              7,944,375
                                                           ------------

            Services: 7.9%
 92,900     Ecolab, Inc. ...............................      2,787,000
 67,900     Meredith Corporation........................      2,843,313
 63,100     Service Corporation International...........      2,776,400
 54,000     Viacom, Inc.1 ..............................      2,558,250
                                                           ------------
                                                             10,964,963
                                                           ------------

                                       3
<PAGE>
(Left column)

Lexington Growth and Income Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1995 (continued)

Number of                                                      Value
Shares                       Security                        (Note 1)
- -----------------------------------------------------------------------
            Telecommunications: 2.1%
 50,500     Ameritech Corporation.......................   $  2,979,500
                                                           ------------
            Transportation: 1.8%
 38,500     Union Pacific Corporation...................      2,541,000
                                                           ------------

            TOTAL COMMON STOCKS
              (cost $127,470,606).......................    138,597,750
                                                           ------------


(Right column)

Number of                                                      Value
Shares                       Security                        (Note 1)
- -----------------------------------------------------------------------
             SHORT-TERM INVESTMENTS: 1.1%
$1,600,000   U.S. Treasury Bill
              5.15% due O1/04/96 (cost $1,599,313)......   $  1,599,313
                                                           ------------
             TOTAL INVESTMENTS: 100.9%
               (cost $129,069,919+) (Note 1)............    140,197,063
             Liabilities in excess 
               of other assets: (0.9%)..................     (1,296,523)
                                                           ------------
             TOTAL NET ASSETS: 100.0%
               (equivalent to $15.71 per share on
               8,844,228 shares outstanding.............   $138,900,540
                                                           ============

- ------------
1Non-income producing securities.
+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
December 31, 1995            

Assets

Investment in securities, at value
  (cost $129,069,919) (Note 1)..........................  $140,197,063
Cash....................................................        72,319
Receivable for shares sold..............................        96,171
Dividends and interest receivable.......................       256,956
                                                          ------------
  Total Assets..........................................   140,622,509
                                                          ------------
Liabilities
Due to Lexington Management Corporation
  (Note 2)..............................................        77,728
Payable for shares redeemed.............................        35,772
Distributions payable...................................     1,530,125
Accrued expenses........................................        78,344
                                                          ------------
  Total Liabilities.....................................     1,721,969
                                                          ------------
Net Assets (equivalent to $15.71 per share on
  8,844,228 shares outstanding) (Note 4)................  $138,900,540
                                                          ============
Net Assets consist of:
Capital stock-authorized 500,000,000
  shares, $.001 par value per share.....................  $      8,844
Additional paid-in capital (Note 1).....................   127,066,558
Undistributed net investment income
  (Note 1)..............................................       695,588
Accumulated net realized gains on
  investments (Note 1)..................................         2,406
Net unrealized appreciation of investments..............    11,127,144
                                                          ------------
                                                          $138,900,540
                                                          ============


(Right column)

Lexington Growth and Income Fund, Inc.
Statement of Operations
Year ended December 31, 1995            

Investment Income
Income
  Dividends...............................   $ 2,699,630
  Interest................................       543,200
                                             -----------
                                               3,242,830
  Less: foreign tax expense...............        13,227
                                             -----------
      Total investment income...........................  $  3,229,603

Expenses
  Investment advisory fee (Note 2.........       935,397
  Accounting and shareholder
    services expense (Note 2).............       198,790
  Custodian and transfer agent
    expenses..............................        56,625
  Printing and mailing....................        59,388
  Directors' fees and expenses............        10,371
  Audit and legal.........................        38,131
  Registration fees.......................        21,117
  Distribution expenses (Note 3)..........        31,339
  Computer processing fees................        17,483
  Other expenses..........................        56,229
                                             -----------
      Total expenses....................................     1,424,870
                                                          ------------
      Net investment income.............................     1,804,733

Realized and Unrealized Gain on Investments
(Note 5)
Net realized gain on
  investments...........................................    15,931,202
Net change in unrealized appreciation on
  investments...........................................     9,051,101
                                                          ------------
    Net realized and unrealized gain....................    24,982,303
                                                          ------------
Increase in Net Assets Resulting
  from Operations.......................................  $ 26,787,036
                                                          ============

   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
Years ended December 31, 1995 and 1994

                                                      1995             1994
                                                  ------------     ------------
Net investment income...........................  $  1,804,733     $  1,410,631
Net realized gain from security 
  transactions..................................    15,931,202        7,178,841
Increase (decrease) in unrealized
  appreciation of investments...................     9,051,101      (12,748,337)
                                                  ------------     ------------
  Net increase (decrease) in net assets
    resulting from operations...................    26,787,036       (4,158,865)
Distributions to shareholders from net
  investment income ............................    (1,809,688)      (1,348,135)
Distributions to shareholders from net
  realized gains from security
  transactions .................................   (13,290,821)      (7,199,281)
Distributions to shareholders in excess of
  net realized gains from security
  transactions (Note 1).........................          -          (1,937,432)
Increase in net assets from capital
  share transactions (Note 4)...................     2,925,345        4,424,144
                                                  ------------     ------------
  Net increase (decrease) in net assets.........    14,611,872      (10,219,569)

Net Assets
  Beginning of period...........................   124,288,668      134,508,237
                                                  ------------     ------------
  End of period (including undistributed
    net investment income of $695,588
    and $62,496, respectively) (Note 1).........  $138,900,540     $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
December 31, 1995 and 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 Fund's  principal  investment  objective  is  long-term
appreciation  of capital.  Income is a secondary  objective.  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 on the last
business day of the period or, for over-the-


(Right column)

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 In accordance with 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,
1995, book and tax differences  amounting to $62,496 have been reclassified from
undistributed net investment income to additional paid-in capital.  In addition,
$700,543 was reclassified  from accumulated net realized gains on investments to
undistributed net investment income. 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 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 year ended  December 31, 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>

(Left column)

Lexington Growth and Income Fund, Inc. 
Notes to Financial Statements  
December 31, 1995 and 1994 (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 Fund  Distributors,  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,
1995 were $31,339 which are set forth in the statement of operations.

4.  Capital Stock

Transactions in capital stock were as follows:

                               Year Ended                 Year Ended
                           December 31, 1995           December 31, 1994
                         ------------------------   ------------------------
                           Shares        Amount       Shares        Amount
                         ----------   -----------   ----------   -----------
Shares sold.............    423,165   $ 6,632,289      890,121   $14,369,520
Shares issued to share-
  holders on reinvest-
  ment of dividends.....    854,913    13,393,562      640,376     9,254,980
                         ----------   -----------   ----------   -----------
                          1,278,078    20,025,851    1,530,497    23,624,500
Shares redeemed......... (1,087,805)  (17,100,506)  (1,199,120)  (19,200,356)
                         ----------   -----------   ----------   -----------
Net increase............    190,273   $ 2,925,345      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 year ended
December  31, 1995,  excluding  short-term  securities,  were  $196,540,300  and
$196,214,523, respectively.

At December 31, 1995, aggregate gross unrealized appreciation for all securities
in which there is an excess of value over tax cost amounted to  $13,689,179  and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value amounted to $2,562,035.

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.

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

<TABLE>
<CAPTION>
                                                                         Year ended December 31,
                                                            --------------------------------------------------
                                                             1995       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.................................       .22        .17        .21        .23        .35
  Net realized and unrealized gain (loss) on investments      3.00       (.68)      1.94       1.79       3.17
                                                            ------     ------     ------     ------     ------
Total income (loss) from investment operations..........      3.22       (.51)      2.15       2.02       3.52
                                                            ------     ------     ------     ------     ------
Less distributions:
  Dividends from net investment income..................      (.22)      (.16)      (.21)      (.32)      (.35)
  Distributions from net realized capital gains.........     (1.65)      (.91)     (2.03)     (1.84)     (1.02)     
  Distributions in excess of net realized gains
    (temporary book-tax difference).....................       -         (.22)       -          -          -
                                                            ------     ------     ------     ------     ------
Total distributions.....................................     (1.87)     (1.29)     (2.24)     (2.16)     (1.37)
                                                            ------     ------     ------     ------     ------
Net asset value, end of period..........................    $15.71     $14.36     $16.16     $16.25     $16.39
                                                            ======     ======     ======     ======     ======
Total return............................................    22.57%     (3.11%)    13.22%     12.36%     24.87%

Ratios to average net assets:
  Expenses..............................................     1.09%      1.15%      1.29%      1.20%      1.13%
  Net investment income.................................     1.38%      1.06%      1.20%      2.57%      2.19%
Portfolio turnover......................................   159.94%     63.04%     93.90%     88.13%     80.33%
Net assets at end of period (000's omitted).............  $138,901   $124,289   $134,508   $126,241   $121,263

</TABLE>
    

                                       7
<PAGE>

Independent Auditors' Report

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

     We have audited the  accompanying  statements of net assets  (including the
portfolio of  investments)  and assets and  liabilities of Lexington  Growth and
Income Fund,  Inc. as of December 31, 1995, 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.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995 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  Growth and Income Fund,  Inc. as of December 31, 1995, the results of
its operations  for the year then ended,  the changes in its net assets for each
of the years in the two-year period then ended, and the financial highlights for
each of the  years in the  five-year  period  then  ended,  in  conformity  with
generally accepted accounting principles.

                                                  KPMG Peat Marwick LLP

New York, New York
February 5, 1996


                                       8
<PAGE>

(Left column)

LEXINGTON
INVESTOR SERVICES
- --------------------------------------------------------------------------------
As a Lexington  shareholder,  you should be aware of the many services available
to you.

No  Load-The  Lexington  Funds  are no load  funds.  That  is,  investments  and
redemptions are made without any sales charges, commissions or redemption fees.
                              --------------------
Free Telephone  Exchange-Investments in the Lexington Funds may be exchanged for
shares of a different Lexington Fund at any time.
                              --------------------
Check  Writing  Privileges-Lexington  Money Market Trust and  Lexington Tax Free
Money Fund permit  investors  immediate access to their funds with check writing
for withdrawals from their account.
                              --------------------
Tax Sheltered Plans-IRA,  Keogh, Pension, and Profit Sharing Prototype Plans are
available to qualified  individuals.  These plans offer  investment  flexibility
through the Share Exchange Service,  simplified record keeping,  convenience and
investment supervision.
                              --------------------
Custodial Accounts for  Minors-Investments may be made on behalf of minors under
the Uniform Gifts to Minors Act currently in effect in all states.
                              --------------------
Systematic  Withdrawal Plan-An investor may elect to receive a fixed amount from
his or her account each month or quarter, subject to certain minimums.
                              --------------------
Complete  Record  Keeping-A  statement  is  provided  for every  transaction  in
addition to a year-end statement with tax information.



(Right column)

The Lexington Group of
No Load Investment Companies

Lexington  Worldwide  Emerging  Markets  Fund,  Inc.-Seeks  long-term  growth of
capital primarily through investment in equity securities of companies domiciled
in, or doing business in, emerging countries and emerging markets.

Lexington Global Fund,  Inc.-Seeks long-term growth of capital primarily through
investment in common stocks of companies  domiciled in foreign countries and the
United States.

Lexington  International  Fund,  Inc.-Seeks  long-term growth of capital through
investment in companies domiciled in foreign countries.

Lexington  Crosby  Small Cap Asia  Growth  Fund,  Inc.-Seeks  long-term  capital
appreciation through investment in companies domiciled in the Asia Region with a
market capitalization of less than $1 billion.

Lexington  Ramirez  Global  Income  Fund-Seeks  high  current  income.   Capital
appreciation  is a secondary  objective.  The Fund invests in a  combination  of
foreign and domestic high-yield, lower rated debt securities.

Lexington Goldfund,  Inc.-Seeks capital  appreciation through investment in gold
bullion and shares of gold mining companies.

Lexington  Growth and Income  Fund,  Inc.-Seeks  capital  appreciation  over the
long-term  through  investments  in the stocks of large,  ably  managed and well
financed companies.

Lexington  Corporate  Leaders Trust  Fund-Seeks  capital  growth and  reasonable
income through investment in an equal number of shares of an established list of
American blue chip corporations.

Lexington SmallCap Value Fund, Inc.-Seeks long-term capital appreciation through
investment in common  stocks of companies  domiciled in the United States with a
market capitalization of less than $1 billion.

Lexington  Convertible  Securities  Fund-Seeks total return by providing capital
appreciation,  current income and conservation of capital through investments in
a diversified portfolio of securities convertible into shares of common stock.

Lexington  GNMA  Income  Fund,  Inc.-Seeks  to  achieve a high  level of current
income,  consistent with liquidity and safety of principal,  through  investment
primarily  in   mortgage-backed   GNMA  ("Ginnie  Mae")  certificates  that  are
guaranteed  as to the timely  payment of  principal  and  interest by the United
States Government.

Lexington  Money Market  Trust-Seeks a high level of current  income  consistent
with  preservation  of capital and  liquidity  through  investments  in interest
bearing short-term money market instruments.

Lexington  Tax Free Money Fund,  Inc.-Seeks  current  income exempt from Federal
income  taxes  while   maintaining   stability  of   principal,   liquidity  and
preservation of capital.

For more complete  information about any of the Lexington Funds and a prospectus
which  includes  management fee and expenses call the  distributor  toll-free at
1-800-526-0056. Read the prospectus carefully before you invest or send money.


                                       9
<PAGE>

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)

                      ANNUAL REPORT
                    DECEMBER 31, 1995

                   The Lexington Group
                       of No Load
                  Investment Companies
       --------------------------------------------




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