LEXINGTON GROWTH & INCOME FUND INC
N-30D, 1998-08-26
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
     The Lexington Growth and Income Fund appreciated 13.57%* for the six months
ended June 30, 1998. This compares to a 12.11% return for the average growth and
income fund monitored by Lipper Analytical Services, Inc. during the period.

     These returns came despite a background of collapsing  Asian  economies and
the resultant  heightened concern for U.S.  corporate  earnings growth.  Despite
some earlier hope that the worst was over in Asia,  economic conditions in Japan
have continued to  deteriorate.  On the domestic  earnings  front,  optimism for
another strong year of growth has been steadily eroding.  First quarter earnings
for the unmanaged Standard & Poors 500 Stock Price Index increased 1.4% and June
quarter  earnings are estimated to have risen only 1.5%. At the beginning of the
year the expected  gain for the June quarter was 19%.  That the stock market has
done this well in the face of virtually flat corporate  earnings says much about
the other positive forces underpinning stock prices. These include low inflation
and interest rates,  plenty of liquidity,  and strong inflows into equity mutual
funds.

     The U.S. economy is demonstrating tremendous resilience. While recession in
Asia has weakened the trade sector,  the  resulting  lower  interest  rates have
served to stimulate the consumer  sector.  Gross Domestic Product grew at a very
strong  5.4% in the first  quarter but will  likely  slow  significantly  in the
second  quarter  as the Asian  drag  takes  hold and  inventories  are  reduced.
However,  unless the consumer  sector  weakens  materially,  overall growth will
likely remain  strong  through the rest of the year.  Nonetheless,  that growth,
together  with rising wages and a very tight labor market  could  influence  the
Federal  Reserve to raise  interest  rates  later in the year if Asian  concerns
diminish.  This, together with sluggish earnings growth should lead to increased
market volatility.

     We continue  to focus our  attention  on stock  selection,  believing  that
avoiding significant earnings  disappointments  provides the key to performance.
The Fund continues to be well represented with  predictable  earnings  companies
such  as  healthcare,  consumer  staple  and  domestically  oriented  financial,
technology and economically sensitive issues.

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




Sincerely,


         [GRAPHIC OMITTED]         [GRAPHIC OMITTED]
         Alan H. Wapnick           Robert M. DeMichele
         Portfolio Manager         President
         August, 1998              August, 1998


* 25.92%,  18.64%  and  15.10%  are the one,  five and ten year  average  annual
standard  total  returns,  respectively,  for the period  ended  June 30,  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.


                                       1


<PAGE>


LEXINGTON GROWTH AND INCOME FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1998 (unaudited)


   NUMBER                                                         VALUE
  OF SHARES                       SECURITY                       (NOTE 1)
- --------------------------------------------------------------------------------
                COMMON STOCKS: 99.8%
                BANKING: 2.1%
      85,500    Union Planters Corporation ..................    $ 5,028,469
                                                                 -----------
                BROKERAGE: 1.6%
      42,500    Merrill Lynch & Company, Inc.1   ............      3,920,625
                                                                 -----------
                CAPITAL EQUIPMENT: 3.2%
     164,000    Cymer, Inc.1   ..............................      2,654,750
      57,500    Federal-Mogul Corporation1 ..................      3,881,250
      31,900    Ingersoll-Rand Company  .....................      1,405,594
                                                                 -----------
                                                                   7,941,594
                                                                 -----------
                COMPUTER SOFTWARE: 1.8%
      87,000    BMC Software, Inc.1  ........................      4,521,281
                                                                 -----------
                CONSUMER DURABLE GOODS: 4.6%
     170,600    EMC Corporation1  ...........................      7,645,012
     112,000    Rubbermaid, Inc.1 ...........................      3,717,000
                                                                 -----------
                                                                  11,362,012
                                                                 -----------
                CONSUMER NONDURABLE GOODS: 6.8%
     115,400    PepsiCo, Inc.  ..............................      4,753,037
      93,000    Philip Morris Companies .....................      3,661,875
      74,800    Sara Lee Corporation ........................      4,184,125
      54,000    Unilever NV .................................      4,262,625
                                                                 -----------
                                                                  16,861,662
                                                                 -----------
                DRUGS: 2.3%
      52,800    Pfizer, Inc.   ..............................      5,738,700
                                                                 -----------
                ELECTRICAL & ELECTRONICS: 1.7%
      70,500    Emerson Electric Company   ..................      4,256,437
                                                                 -----------
                ENERGY SOURCES: 6.4%
     130,000    BJ Services Company1 ........................      3,778,125
      64,400    Exxon Corporation ...........................      4,592,525
      57,000    Texaco, Inc.1  ..............................      3,402,187
     121,800    The Williams Companies. Inc.  ...............      4,110,750
                                                                 -----------
                                                                  15,883,587
                                                                 -----------
                FINANCIAL SERVICES: 14.0%
     189,000    Ace, Ltd.   .................................      7,371,000
      66,700    Excel, Ltd. .................................      5,190,094
      97,000    Federal National Mortgage Association  ......      5,892,750
     207,000    Foremost Corporation of America  ............      4,993,875
     102,000    NAC Re Corporation   ........................      5,444,250
      74,000    NationsBank Corporation .....................      5,661,000
                                                                 -----------
                                                                  34,552,969
                                                                 -----------
                HEALTH & PERSONAL CARE: 8.3%
      62,000    Bristol-Myers Squibb Company  ...............      7,126,125
      66,000    Cardinal Health, Inc.   .....................      6,187,500
     112,000    Medtronic, Inc.   ...........................      7,140,000
                                                                 -----------
                                                                  20,453,625
                                                                 -----------
                HOUSEHOLD PRODUCTS: 2.6%
      70,200    Procter & Gamble Company   ..................      6,392,587
                                                                 -----------
               MATERIALS: 3.9%
    114,000    Fort James Corporation   ..................         5,073,000
    101,000    Martin Marietta Materials, Inc.   .........         4,545,000
                                                                ------------
                                                                   9,618,000
                                                                ------------
               MERCHANDISING: 13.5%                             
    102,000    Costco Companies, Inc.1  ..................         6,435,563
    105,900    Gap, Inc. .................................         6,526,088
     76,500    Home Depot, Inc.   ........................         6,354,281
    200,000    Safeway, Inc.1  ...........................         8,137,500
    242,000    The TJX Companies, Inc.  ..................         5,838,250
                                                                ------------
                                                                  33,291,682
                                                                ------------
               MULTI-INDUSTRY: 3.5%                             
    136,000    Tyco International, Ltd. ..................         8,568,000
                                                                ------------
               SERVICES: 18.3%                                  
    147,700    Caribiner International, Inc.1 ............         2,584,750
     66,100    Computer Associates International, Inc.   .         3,672,681
    122,600    Ecolab, Inc. ..............................         3,800,600
     68,100    Gannett Company, Inc. .....................         4,839,356
    231,200    Global Industries, Ltd.1 ..................         3,894,275
    106,100    HBO and Company1   ........................         3,743,341
     84,000    Network Associates, Inc. ..................         4,018,875
     92,400    Pitney Bowes, Inc. ........................         4,446,750
    107,800    Republic Services Group  ..................         2,587,200
    153,500    Sungard Data Systems, Inc.1 ...............         5,890,563
     55,000    The Walt Disney Company  ..................         5,778,438
                                                                ------------
                                                                  45,256,829
                                                                ------------
               TELECOMMUNICATIONS: 5.2%                         
    112,400    Comcast Corporation   .....................         4,562,738
     41,300    Lucent Technologies, Inc.1  ...............         3,435,644
     78,750    Marsh & McLennan Companies, Inc.  .........         4,759,453
                                                                ------------
                                                                  12,757,835
                                                                ------------
               TOTAL COMMON STOCKS                              
               (cost $188,136,232)........................       246,405,894
                                                                ------------
               SHORT-TERM INVESTMENT: 0.4%                      
               U.S. GOVERNMENT OBLIGATION                       
 $1,000,000    United States Treasury Bill,                     
               5.17%, due 11/12/98                              
               (cost $981,184) ...........................           981,230
                                                                ------------
               TOTAL INVESTMENTS: 100.2%                        
               (cost $189,117,416\^)(Note 1)  ............       247,387,124
               Liabilities in excess of other assets:           
               (0.2)% ....................................          (432,995)
                                                                ------------
               TOTAL NET ASSETS: 100.0%                         
               (equivalent to $23.02 per share on               
               10,726,734 shares outstanding) ............      $246,954,129
                                                                ============
                                                              
- ---------------------
1 Non-income producing security.
+ Aggregate cost for Federal income tax purposes is identical.

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

                                      2

<PAGE>


LEXINGTON GROWTH AND INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1998 (unaudited)


ASSETS
Investments, at value
   (cost $189,117,416) (Note 1)   ..................    $247,387,124
Cash   .............................................         541,281
Receivable for investment securities sold  .........      12,888,232
Receivable for shares sold  ........................          17,019
Dividends and interest receivable ..................         191,567
                                                        ------------
   Total Assets ....................................     261,025,223
                                                        ------------
LIABILITIES
Due to Lexington Management Corporation
   (Note 2)  .......................................         125,041
Payable for investment securities purchased   ......      13,562,910
Payable for shares redeemed ........................         148,263
Accrued expenses   .................................         234,880
                                                        ------------
   Total Liabilities  ..............................      14,071,094
                                                        ------------
NET ASSETS (equivalent to $23.02 per share on
   10,726,734 shares outstanding) (Note 4) .........    $246,954,129
                                                        ============
NET ASSETS consist of:
Capital stock-authorized 1,000,000,000 shares,
   $.001 par value per share   .....................    $     10,727
Additional paid-in capital  ........................     159,988,605
Undistributed net investment income  ...............          73,955
Accumulated net realized gain on investments  ......      28,611,134
Unrealized appreciation on investments  ............      58,269,708
                                                        ------------
   TOTAL NET ASSETS   ..............................    $246,954,129
                                                        ============


LEXINGTON GROWTH AND INCOME FUND, INC.
STATEMENT OF OPERATIONS
Six months ended June 30, 1998 (unaudited)


INVESTMENT INCOME
Dividends   ..............................    $1,154,939
Interest .................................       332,536
                                              ----------
                                               1,487,475
Less: foreign tax expense  ...............         3,096
                                              ----------
   Total investment income ..............................   $ 1,484,379
EXPENSES
  Investment advisory fee (Note 2)  ......       747,056
  Distribution expenses (Note 3) .........       299,145
  Transfer agent and shareholder
     servicing expenses (Note 2) .........       138,648
  Accounting expenses (Note 2)   .........        94,333
  Printing and mailing expenses  .........        31,066
  Professional fees  .....................        21,226
  Custodian expenses .....................        16,377
  Registration fees  .....................        14,840
  Directors' fees and expenses   .........         8,762
  Computer processing fees ...............         7,979
  Other expenses  ........................        30,992
                                              ----------
   Total expenses .......................................     1,410,424
                                                            -----------
   Net investment income   ..............................        73,955
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
(NOTE 5)
Net realized gain on investments ........................    26,702,500
Net change in unrealized appreciation on
 investments   ..........................................     3,597,356
                                                            -----------
Net realized and unrealized gain on
 investments   ..........................................    30,299,856
                                                            -----------
INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS  .......................................   $30,373,811
                                                            ===========

  The Notes to Financial Statements are an integral part of these statements.
                                       3


<PAGE>

LEXINGTON GROWTH AND INCOME FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS


                                           SIX MONTHS
                                              ENDED         YEAR ENDED
                                          JUNE 30, 1998    DECEMBER 31,
                                           (UNAUDITED)         1997
                                          ---------------  ----------------
Net investment income   ...............   $     73,955      $     467,120
Net realized gain from security
  transactions ........................     26,702,500         35,330,683
Net change in unrealized
  appreciation on investments .........      3,597,356         20,980,248
                                          ------------      -------------
  Net increase in net assets
    resulting from operations .........     30,373,811         56,778,051
Distributions to shareholders from net
  investment income  ..................              -           (691,040)
Distributions to shareholders from
  net realized gains from security
  transactions ........................              -        (36,280,960)
Increase (decrease) in net assets from
  capital share transactions
  (Note 4)  ...........................    (11,456,846)         7,922,045
                                          ------------      -------------
 Net increase in net assets   .........     18,916,965         27,728,096
Net Assets:
  Beginning of period   ...............    228,037,164        200,309,068
                                          ------------      -------------
 End of period (including undistributed
   net investment income of $73,955
   and $0, 1998 and 1997,
   respectively)  .....................   $246,954,129      $ 228,037,164
                                          ============      =============
  The Notes to Financial Statement are an integral part of these statements.



LEXINGTON GROWTH AND INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1998 (unaudited) and December 31, 1997

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 investment  objective is long-term  appreciation of
capital.  Income  is a  secondary  objective.  The  following  is a  summary  of
significant  accounting  policies followed by the Fund in the preparation of its
financial statements:
 
      INVESTMENTS  Securities  transactions  are  accounted for on a trade date
basis.  Realized gains and losses from investment  transactions  are reported on
the identified cost basis.  Securities traded on a recognized stock exchange are
valued at the last sales price  reported by the exchange on which the securities
are traded.  If no sales prices is  recorded,  the mean between the last bid and
asked  prices is used.  Securities  traded on the  over-the-counter  market  are
valued at the mean  between the last  current bid and asked  prices.  Short-term
securities  having a maturity of 60 days or less are stated at  amortized  cost,
which approximates market value.  Securities for which market quotations are not
readily  available and other assets are valued by Fund  management in good faith
under the direction of the Fund's Board of Directors.  All investments quoted in
foreign  currencies  are  valued in U.S.  dollars  on the  basis of the  foreign
currency exchange rates prevailing at the close of business. Dividend income and
distributions  to shareholders  are recorded on the ex-dividend  date.  Interest
income,  adjusted for  amortization  of premiums and accretion of discounts,  is
accrued as earned.

       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  semi-annually  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 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,   1997,
reclassifications  were made to the Fund's capital accounts to reflect permanent
book/tax  differences  and income and gains  available for  distributions  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 0.75% of the Fund's  average daily net assets up to
$100 million and in  decreasing  stages to 0.40% of average  daily net assets in
excess of $250 million.  For 1998, LMC has agreed to voluntarily limit the total
expenses of the Fund  (excluding  interest,  taxes,  brokerage  commissions  and
extraordinary  expenses but including management fees and operating expenses) to
an annual rate of 2.50% of the Fund's average net assets.  No reimbursement  was
required for the six months ended June 30, 1998.

The Fund also  reimburses  LMC for certain  expenses,  including  accounting and
shareholder servicing costs of $210,928 which are incurred by the Fund, but paid
by LMC.


                                       4


<PAGE>


LEXINGTON GROWTH AND INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1998 (unaudited) and December 31, 1997 (continued)

3. DISTRIBUTION PLAN
The Fund has a distribution  Plan (the "Plan") which allows  payments to finance
activities  associated  with the  distribution  of the Fund's  shares.  The Plan
provides  that the  Fund may pay  distribution  fees on a  reimbursement  basis,
including  payments to Lexington Funds  Distributor,  Inc.  ("LFD"),  the Fund's
distributor,  in amounts  not  exceeding  0.25% per annum of the Fund's  average
daily net assets. Total distribution  expenses for the six months ended June 30,
1998 were $299,145 and are set forth in the statement of operations.

4. CAPITAL STOCK
Transactions in capital stock were as follows:

                          Six months ended
                           June 30, 1998                    Year ended
                            (unaudited)                  December 31, 1997
                   ------------------------------ ------------------------------
                    Shares          Amount          Shares            Amount
                   ------------- ---------------- --------------- --------------
Shares sold           402,921     $   8,738,943      1,777,868     $38,033,038
Shares issued on
  reinvestment of
  dividends ......         --                --      1,645,460      32,722,626
                      -------     -------------      ---------    ------------
                      402,921         8,738,943      3,423,328      70,755,664
Shares redeemed      (924,576)      (20,195,789)    (2,965,147)    (62,833,619)
                     --------     -------------     ----------    ------------
 Net increase
  (decrease)   ...   (521,655)    $ (11,456,846)       458,181     $ 7,922,045
                     ========     =============     ==========     ===========


5. PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds  from sales of securities  for the six months
ended June 30, 1998,  excluding  short-term  securities,  were  $87,731,019  and
$95,792,242,  respectively.  At June 30, 1998,  the aggregate  gross  unrealized
appreciation  for all  securities  in which there is an excess of value over tax
cost amounted to $63,190,396 and aggregate gross unrealized depreciation for all
securities  in which  there is an  excess  of tax cost over  value  amounted  to
$4,920,688.

6. INVESTMENT AND CONCENTRATION 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>
                                                                          Six months ended
                                                                           June 30, 1998
                                                                            (unaudited)
                                                                          -----------------
<S>                                                                       <C>
Net asset value, beginning of period ....................................    $   20.27
                                                                             ---------
Income (loss) from investment operations:
 Net investment income.  ................................................         0.01
 Net realized and unrealized gain (loss) on investments   ...............         2.74
                                                                             ---------
Total income (loss) from investment operations   ........................         2.75
Less distributions:
 Dividends from net investment income   .................................            -
 Distributions from net realized gains  .................................            -
 Distributions in excess of net realized gains (temporary book-tax
  difference)   .........................................................            -
                                                                             ---------
Total distributions   ...................................................            -
                                                                             ---------
Net asset value, end of period ..........................................    $   23.02
                                                                             =========
Total return ............................................................        29.25%*
Ratios to average net assets:
 Expenses ...............................................................         1.18%*
 Net investment income   ................................................         0.06%*
Portfolio turnover ......................................................        76.17%*
Average commissions paid per share on equity securities transactions**            $0.05
Net assets, end of period (000's omitted)  ..............................      $246,954


<CAPTION>
                                                                                         Year ended December 31,
                                                                          ------------------------------------------------------
                                                                            1997          1996          1995          1994
                                                                          ------------- ------------- ------------- ------------
<S>                                                                       <C>           <C>           <C>           <C>
Net asset value, beginning of period .................................... $    18.56     $   15.71    $  14.36      $16.16
                                                                          ----------     ---------    --------      ------
Income (loss) from investment operations:
 Net investment income.  ................................................       0.05          0.07        0.22        0.17
 Net realized and unrealized gain (loss) on investments   ...............       5.46          4.08        3.00       (0.68)
                                                                          ----------     ---------    --------      ------
Total income (loss) from investment operations   ........................       5.51          4.15        3.22       (0.51)
Less distributions:
 Dividends from net investment income   .................................      (0.07)        (0.13)      (0.22)      (0.16)
 Distributions from net realized gains  .................................      (3.73)        (1.17)      (1.65)      (0.91)
 Distributions in excess of net realized gains (temporary book-tax
  difference)   .........................................................          -            --          --       (0.22)
                                                                          ----------     ---------    --------      ------
Total distributions   ...................................................      (3.80)        (1.30)      (1.87)      (1.29)
                                                                          ----------     ---------    --------      ------
Net asset value, end of period .......................................... $    20.27     $   18.56    $  15.71      $14.36
                                                                          ==========     =========    ========      ======
Total return ............................................................     30.36%        26.46%      22.57%     (3.11)%
Ratios to average net assets:
 Expenses ...............................................................      1.17%         1.13%       1.09%       1.15%
 Net investment income   ................................................      0.21%         0.43%       1.38%       1.06%
Portfolio turnover ......................................................     88.15%       101.12%     159.94%      63.04%
Average commissions paid per share on equity securities transactions**         $0.07         $0.07          --          --
Net assets, end of period (000's omitted)  ..............................   $228,037      $200,309    $138,901    $124,829
</TABLE>

 * Annualized.
** In accordance with recent SEC disclosure guidelines,  the average commissions
   are  calculated  for the periods  beginning  with the year ended December 31,
   1996, but not for prior periods.


                                       5




<PAGE>

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  permits  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.

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 CORPORATE LEADERS 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 TROIKA DIALOG RUSSIA FUND, INC.--Seeks  long-term capital appreciation
through investments primarily in the equity securities of Russian companies.

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 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.

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.

*Redemptions  on shares of Lexington  Troika Dialog Russia Fund,  Inc. held less
than 365 days are subject to a redemption fee of 2% of the redemption proceeds.

<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 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 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.LEXINGTON


                           ------------------------
                                   LEXINGTON
                           ------------------------

                                    [GRAPHIC]
                                     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.
                           --------------------------
                                         
                               SEMI-ANNUAL REPORT
                                  JUNE 30, 1998
                               The Lexington Group
                                   of NO LOAD
                              Investment Companies




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