LEXINGTON STRATEGIC SILVER FUND INC
N-30D, 1997-08-25
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Dear Shareholders:
- -------------------------------------------------------------------------------

      Silver  bullion began the year at $4.82 an ounce and then spurted to $5.33
in late February  coinciding with the rally in gold bullion prices.  Silver held
up longer than gold,  however,  before  succumbing to selling  pressures late in
March. The low of April 28 of $4.63 held until the end of the period with silver
bullion closing at $4.64 onJune 30. All told,  silver bullion was down 3.73% for
the period.  This was a considerably  better  performance  than for gold bullion
which was down 11.54% for the period even though silver traditionally moves very
closely with gold and in a more volatile manner. Although silver, like gold, was
hurt by the strength in  competing  investments  like the U.S.  stock market and
also by heavy  short  selling by the  commodity  funds,  unlike  gold it was not
subject to fears of  CentralBank  selling since it no longer plays a significant
role as a reserve holding.

      The Lexington  Strategic Silver Fund finished the period with a decline of
10.82%.* While  disappointing,  the Fund's  performance  was far better than the
24.36%  decline  posted by the average gold  oriented fund as measured by Lipper
Analytical  Services,  Inc.,  and in fact,  was better than for any of the funds
monitored by that  group.Helping  the Fund was a  substantial  holding of silver
bullion. Also, giving the Fund a boost was a large holding inIndustrias Penoles,
a major Mexican silver producing company whose value began to be realized by the
investing public.

      As we look ahead we  continue  to see strong  underpinnings  to the silver
market  as a  continued  substantial  excess  of  fabrication  demand  over mine
production pulls down silver inventories even further. Periods of price weakness
can be expected as these steadily diminishing  inventories are from time to time
sold off, and as we are now seeing,  these  selloffs can be accompanied by trend
following short selling by the commodity and hedge funds.  However,  it is quite
clear that these  inventories of silver  bullion are steadily  being  fabricated
into  goods that are less  likely to be put back on the market as scrap.  Should
the existing  holders of the remaining  bullion  stock choose to maintain  their
holdings,  then a significant increase in the price of bullion will be necessary
for the market to clear. The Lexington  Strategic Silver Fund is well-positioned
for such an eventuality.


Sincerely,



/s/ Robert W. Radsch                          /s/ Robert M. DeMichele
- -------------------------------               --------------------------------
Robert W. Radsch                              Robert M. DeMichele
Portfolio Manager                             President
August, 1997                                  August, 1997

                                       1
<PAGE>


            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
                     LEXINGTON STRATEGIC SILVER FUND, INC.,
             THE S&P 500 AND SILVER BULLION (LONDON (U.S. DOLLARS))


                                                   AVERAGE ANNUAL TOTAL RETURNS
                                                   FOR THE PERIOD ENDED 6/30/97
_______________________________________________________________________________
                                                                Since Inception
Fund/Index                 Legend       One Year    Five Year        (1/2/92)*
_______________________________________________________________________________
Lexington Strategic      thick line     (10.76%)       7.54%           8.23%
Silver Fund                
_______________________________________________________________________________
S&P 500                 single line      34.71%       19.78%          17.67%
_______________________________________________________________________________
Silver Bullion          dotted line      (6.17%)       4.85%           4.70%
_______________________________________________________________________________

The  actual  line  graph  appearing  in  the printed version of this shareholder
report  cannot  appear in this electronic filing due to formatting restrictions,
however a description of the line graph is as follows:

The vertical column of the graph represents dollar amounts beginning with $5,000
and ending with  $25,000 in increments of $5,000.    The horizontal line of  the
graph represents  1/2/92,  6/30/92 and December 31st of each year beginning 1992
and ending 1997. The Fund's legend begins with $9,418, and the other two legends
begin with $10,000.  As of 6/30/97, the dollar amounts ended at:

S&P 500             $24,474

Lexington Strategic  14,541
Silver Fund 

Silver bullion       12,872

This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund,  including the maximum sales charge  (5.75%) made at its
inception,  with a similar  investment  in the Standard & Poor's 500 Stock Index
("S&P 500"), and a direct investment in silver bullion. Results for the Fund and
the  S&P  500  include  the  reinvestment  of all  dividend  and  capital  gains
distributions.  The price of silver is subject to substantial price fluctuations
over short  periods of time and may be affected by  unpredictable  international
monetary and political policies.

*The original inception date for the Fund was August 30, 1984. Prior to January,
1992 the Fund was managed by a different investment advisor.  Investment results
for periods prior to that date are not shown in the graph.  The Per Share Income
and Capital Changes Table in the Fund's  prospectus  contains  performance  data
that  relates to prior  periods.  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 and is not predictive of future performance.


* -15.85%,  6.27% and 7.05% are the one year,  five year and since  commencement
  (1/2/92) average annual standard total returns,  respectively,  for the period
  ended  June 30,  1997.  Prior to  January,  1992  the  Fund was  managed  by a
  different  investment  adviser.  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. These calculations include the
  maximum 5.75% initial  sales charge and assume  reinvestment  of dividends and
  capital gains at net asset value. Total return represents past performance and
  is not predictive of future results.


                                       2
<PAGE>


LEXINGTON STRATEGIC SILVER FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997


        Number of                                                       Value
         Shares                        Security                       (Note 1)
- --------------------------------------------------------------------------------

                         SILVER BULLION: 18.2%
                         1,648,700 fine ounces (cost $9,076,876)2   $ 7,649,969
                                                                    -----------

                         COMMON STOCKS: 75.4%
                         AUSTRALIA: 8.0%
          1,200,000      Aurora Gold, Ltd.2 ......................    1,699,059
            920,000      MIM Holdings, Ltd. .......................   1,350,856
            150,000      Pasminco, Ltd. ...........................     302,280
                                                                    -----------
                                                                      3,352,195
                                                                    -----------

                         MEXICO: 25.5%
            461,056      Corporacion Industrial San Luis S.A. .....   3,339,889
            634,016      Grupo Mexico S.A. de C.V. ................   2,379,199
          1,045,000      Industrias Penoles S.A. ..................   4,978,996
                                                                    -----------
                                                                     10,698,084
                                                                    -----------

                         NORTH AMERICA: 39.3%
            100,000      Adrian Resources, Ltd.2 ..................     101,482
             52,100      Agnico-Eagle Mines, Ltd. .................     500,396
            209,000      Argosy Mining Corporation1 ...............     115,979
            100,000      Argosy Mining Corporation (Warrants)1,2 ..          72
            167,000      Atna Resources, Ltd.1,2 ..................     423,686
             83,500      Atna Resources, Ltd. (Warrants)1,2 .......          61
             89,100      Cambior, Inc. ............................   1,013,999
            515,000      Campbell Resources, Inc.1,2 ..............     317,312
             90,000      Campbell Resources, Inc. (Warrants)1,2 ...          65
             73,100      Coeur D'Alene Mines Corporation2 .........     945,731
            140,000      Eldorado Corporation, Ltd.1,2 ............     548,002
             50,000      Falconbridge, Ltd.1 ......................     982,199
             17,500      Franco Nevada Mining Corporation, Ltd. ...     878,452
            300,000      Golden Queen Mining Company, Ltd.2 .......     543,652
            214,400      Hecla Mining Company2 ....................   1,152,400
            138,000      Kinross Gold Corporation2 ................     615,197
            130,000      Metallica Resources, Inc.1,2 .............     287,411
             60,000      Minefinders Corporation Ltd.1,2 ..........     133,956
             60,000      Pan American Silver Corporation2 .........     365,334
            285,000      Pan American Silver Corporation1,2 .......   1,735,338


                                       3
<PAGE>

LEXINGTON STRATEGIC SILVER FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997 (continued)
        Number of                                                       Value
         Shares                        Security                       (Note 1)
- --------------------------------------------------------------------------------

                         NORTH AMERICA (continued)
            250,000      Prime Resource Group, Inc. ............... $ 1,812,175
            109,600      Romarco Minerals, Inc.2 ..................     301,894
            300,000      Silver Standard Resources, Inc.1,2 .......   1,032,939
            500,000      Sunshine Mining &Refining2 ...............     343,750
             50,000      Teck Corporation "B" .....................   1,013,006
            350,000      Tiomin Resources, Inc.1,2 ................     634,261
            262,500      Tiomin Resources, Inc. (Warrants)1,2 .....      47,569
             50,000      TVX Gold, Inc.2 ..........................     265,625
             10,000      Valerie Gold Resources, Ltd.1,2 ..........      10,293
              5,000      Valerie Gold Resources, Ltd. 
                           (Warrants)1,2 ..........................           4
            280,000      Williams Resources, Inc.2 ................     436,372
                                                                    -----------
                                                                    $16,558,612
                                                                    -----------
                         PERU: 2.6%
            117,009      Cia De Minas Buenaventura "C" ............   1,089,574
                                                                    -----------
                         TOTAL COMMON STOCKS:
                           (Cost $28,488,327) .....................  31,698,465
                                                                    -----------
                         PREFERRED STOCK: 4.3%
             99,000      Freeport McMoran Copper &Gold 
                            (Cost $2,081,958) .....................   1,806,750
                                                                    -----------
                         TOTAL INVESTMENTS: 97.9%
                           (Cost $39,647,161+)(Note 1) ............  41,155,184
                         Other assets in excess of 
                           liabilities: 2.1% ......................     880,031
                                                                    -----------
                         TOTAL NET ASSETS: 100.0%
                           (equivalent to $3.95 per share on  
                              10,650,444 shares outstanding) ...... $42,035,215
                                                                    ===========

1Restricted security (Note 6).
2Non-income producing security.
+Aggregate cost for Federal income tax purposes is identical.

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

                                       4
<PAGE>

LEXINGTON STRATEGIC SILVER FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1997

ASSETS
Investments, at value (cost $39,647,161) (Note 1) ............     $ 41,155,184
Cash .........................................................        1,070,633
Receivable for shares sold ...................................            1,206
Dividends and interest receivable ............................            3,709
                                                                   ------------
    Total Assets .............................................     $ 42,230,732
                                                                   ------------
LIABILITIES
Due to Lexington Management Corporation (Note 2) .............           32,988
Payable for shares redeemed ..................................           56,086
Accrued expenses .............................................          106,443
                                                                   ------------
    Total Liabilities ........................................          195,517
                                                                   ------------
NET ASSETS (equivalent to $3.95 per share on 10,650,444
  shares outstanding) (Note 3) ...............................     $ 42,035,215
                                                                   ============
NET ASSETS consist of:
Capital stock--authorized 1,000,000,000 shares,
  $.001 par value per share ..................................     $     10,651
Additional paid in capital (Note 1) ..........................       51,924,397
Distributions in excess of net investment income .............           (1,792)
Accumulated net realized loss in investments and
  foreign currency transactions (Notes 1 and 7) ..............      (11,406,081)
Unrealized appreciation of investments and foreign
  currency transactions (Note 1) .............................        1,508,040
                                                                   ------------
TOTAL NET ASSETS .............................................     $ 42,035,215
                                                                   ============

NET ASSET VALUE, REDEMPTION PRICE PER SHARE ..................            $3.95
                                                                          =====
OFFERING PRICE PER SHARE (100/94.25 of $3.95
  adjusted to the nearest cent) ..............................            $4.19
                                                                          =====

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

                                       5
<PAGE>

LEXINGTON STRATEGIC SILVER FUND, INC.
STATEMENT OF OPERATIONS
Year ended June 30, 1997

INVESTMENT INCOME
Dividends ......................................   $  506,488
Interest .......................................      118,940
                                                   ----------
                                                      625,428
Less: foreign tax expense ......................       16,997
                                                   ----------
    Total investment income ....................                   $   608,431
                                           
EXPENSES                                   
  INVESTMENT ADVISORY FEE                  
    (Note 2) ...................................      462,896
  Custodian expense ............................      129,097
  Transfer agent and shareholder           
    servicing expense (Note 2) .................      170,282
  Printing and mailing expenses ................       74,826
  Accounting expenses (Note 2) .................       49,304
  Professional fees ............................       28,510
  Registration fees ............................       28,070
  Directors' fees and expenses .................       17,995
  Computer processing fees .....................       14,449
  Amortization of deferred                 
      reorganization costs                 
      (Note 1) .................................        6,523
  Other expenses ...............................       30,857
                                                   ----------
    Total expenses .............................                     1,012,809
                                                                   -----------
      Net investment loss ......................                      (404,378)
                                           
REALIZED AND UNREALIZED GAIN (LOSS)        
  ON INVESTMENTS (NOTE 4)                  
  NET REALIZED LOSS ON:                    
    Investments ................................     (988,336)
    Foreign currency                       
      transactions .............................       (1,398)
                                                   ----------
        Net realized loss ......................                      (989,734)
  Net change in unrealized                 
    appreciation on:                       
    Investments ................................   (4,550,514)
    Foreign currency translations          
      of other assets and                  
      liabilities ..............................          156
                                                   ----------
    Net change in unrealized               
      appreciation .............................                    (4,550,358)
                                                                   -----------
      Net realized and                     
        unrealized loss ........................                    (5,540,092)
                                                                   -----------
DECREASE IN NET ASSETS RESULTING           
  FROM OPERATIONS ..............................                   $(5,944,470)
                                                                   ===========

LEXINGTON STRATEGIC SILVER FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
Years ended June 30, 1997 and 1996
                                                    1997               1996
                                                 ----------         ----------
Net investment loss ....................       $   (404,378)       $   (529,009)
Net realized gain/(loss) from
  investment and foreign
  currency transactions ................           (989,734)          4,707,888
Net change in unrealized
  appreciation of
  investments and foreign
  currency translations ................         (4,550,358)          1,524,361
                                               ------------        ------------
    Increase/(decrease) in net
      assets resulting
      from operations ..................         (5,944,470)          5,703,240
Distributions to shareholders
  in excess of net investment
  income (Note 1) ......................           (373,424)           (437,823)
Increase (decrease) from
  capital share transactions
  (Note 3) .............................        (25,591,713)          3,162,294
                                               ------------        ------------
    Net increase (decrease) in
      net assets .......................        (31,909,607)          8,427,711

NET ASSETS:
  Beginning of period ..................         73,944,822          65,517,111
                                               ------------        ------------
  End of period (including
    distributions in excess of
    net investment income of
    $1,792 and $117,653,
    respectively) ......................       $ 42,035,215        $ 73,944,822
                                               ============        ============

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

                                       6
<PAGE>

LEXINGTON STRATEGIC SILVER FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

Lexington   Strategic   Silver   Fund,   Inc.   (the   "Fund")  is  an  open-end
non-diversified  management  investment  company registered under the Investment
Company Act of 1940, as amended.  The Fund's investment  objective is to seek to
maximize total return from long-term growth of capital and income principally by
investing  in a  portfolio  at  least  80% of  which  will  be  invested  in the
securities of established  silver-related  companies  throughout the world.  The
following is a summary of significant  accounting  policies followed by the Fund
in the preparation of its financial statements:

      INVESTMENTS Security 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 price is  recorded,  the mean  between the last bid and
asked  prices is used.  Securities  traded on the  over-the-counter  market  and
silver  bullion are valued at the mean  between  the last  current bid and asked
price.  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.

     FOREIGN  CURRENCY  TRANSACTIONS  Foreign  currencies  (and  receivables and
payables  denominated in foreign  currencies)  are translated  into U.S.  dollar
amounts at current  exchange rates.  Translation  gains or losses resulting from
changes in exchange  rates and realized  gains and losses on the  settlement  of
foreign currency  transactions  are reported in the statement of operations.  In
addition, the Fund may enter into forward foreign exchange contracts in order to
hedge  against  foreign  currency  risk in the  purchase  or sale of  securities
denominated in foreign currency.  The Fund may also enter into such contracts to
hedge against changes in foreign currency exchange rates on portfolio positions.
These  contracts  are marked to market  daily,  by  recognizing  the  difference
between the contract  exchange  rate and the current  market rate as  unrealized
gains or losses.  Realized  gains or losses are  recognized  when  contracts are
closed and are reported in the  statement of  operations.  There were no forward
foreign currency exchange contracts outstanding at June 30, 1997.

      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  and net  realized
capital  gains are normally  declared and paid  annually,  but 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 June 30, 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.

      DEFERRED  REORGANIZATION  EXPENSES  Reorganization  expenses   aggregating
$65,512 have been fully amortized as of June 30, 1997.


                                       7
<PAGE>

LEXINGTON STRATEGIC SILVER FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996 (continued)

      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 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 1.00% of the Fund's  average daily net assets up to
$30 million and at an annual rate of 0.75% thereafter.  For 1997, the investment
advisor has  voluntarily  agreed to reimburse the Fund if total annual  expenses
(including management fees, but excluding interest, taxes, brokerage commissions
and extraordinary expenses) exceed 2.50% of the Fund's average daily net assets.
No reimbursement was required for the year ended June 30, 1997.

The  Fund  reimbursed  LMC  for  certain  expenses,   including  accounting  and
shareholder  servicing  costs of $124,130,  which are incurred by the Fund,  but
paid by LMC.

3.  CAPITAL STOCK

Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
                                                            Year ended                              Year ended
                                                           June 30, 1997                           June 30, 1996
                                                   ------------------------------          ------------------------------
                                                     Shares             Amount               Shares             Amount
                                                   ----------          ----------          ----------         -----------
<S>                                                 <C>              <C>                   <C>                <C>        
Shares sold ....................................    6,348,384        $ 27,981,547          15,352,920         $71,243,731
Shares issued on reinvestment of dividends .....       74,245             313,964              59,629             294,570
                                                    ---------        ------------          ----------        ------------
                                                    6,422,629          28,295,511          15,412,549          71,538,301
Shares redeemed ................................  (12,351,927)        (53,887,224)        (15,223,380)        (68,376,007)
                                                    ---------        ------------          ----------        ------------
    Net increase (decrease) ....................   (5,929,298)       $(25,591,713)            189,169        $  3,162,294
                                                    =========        ============          ==========        ============
</TABLE>

4.  PURCHASES AND SALES OF INVESTMENT SECURITIES

The cost of purchases and proceeds  from sales of securities  for the year ended
June 30, 1997, excluding short-term securities, were $9,136,692 and $33,282,827,
respectively.

At June 30, 1997, the aggregate gross unrealized appreciation for all securities
in which there is an excess of value over tax cost  amounted to  $8,069,419  and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value amounted to $6,561,396.

5.  INVESTMENT AND CONCENTRATION RISKS
The  Fund  makes  significant  investments  in  foreign  securities  and  has an
investment  objective  of investing in  securities  of companies  engaged in the
exploration,  mining, processing,  fabrication and distribution of silver. There
are certain risks involved in investing in foreign  securities or  concentrating
in specific  industries  that are in  addition  to the usual  risks  inherent in
domestic  investments.  These risks include  those  resulting  from  potentially
adverse political and economic  developments as well as the possible  imposition
of foreign exchange or other foreign  governmental  restrictions or laws, all of
which could affect the market and/or credit risk of the investments. In addition
to the risks  described  above,  risks may arise from forward  foreign  currency
contracts as a result of the  inability of  counterparties  to meet the terms of
their contracts.

                                       8
<PAGE>

LEXINGTON STRATEGIC SILVER FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996 (continued)


6. RESTRICTED SECURITIES  

The  following  securities  were  purchased  under  Rule 144A of the
Securities Act of 1933 or issued in private  placements and,  unless  registered
under the Act or  exempted  from  registration,  may be sold  only to  qualified
institutional investors.

<TABLE>
<CAPTION>

                                                   Acquisition                         Average Cost         Market          % of Net
                    Security                          Date             Shares            Per Share           Value           Assets
                    ---------                        -------           ------          ------------         -------         --------
<S>                                                    <C>               <C>             <C>                <C>               <C>  
Argosy Mining Corporation                              5/24/96           200,000         $ 1.82             $ 115,979         0.28%
Argosy Mining Corporation (Warrants)                   5/24/96           100,000           0.00                    72         0.00%
Atna Resources, Ltd.                                   4/15/96           167,000           4.80               423,686         1.01%
Atna Resources, Ltd. (Warrants)                       10/14/96            83,500           0.00                    61         0.00%
CampbellResources, Inc.                               10/25/96           515,000           1.25               317,312         0.75%
CampbellResources, Inc. (Warrants)                    10/25/96            90,000           0.00                    65         0.00%
Eldorado Corporation, Ltd.                             2/22/96           140,000           5.37               548,002         1.30%
Falconbridge, Ltd.                                     3/20/96            50,000          17.13               982,199         2.34%
Metallica Resources, Inc.                              3/20/96           287,411           3.68               287,411         0.68%
Minefinders Corporation, Ltd.                          3/11/97            60,000           3.66               133,956         0.32%
Pan American Silver Corporation                        3/21/96           285,000           5.17             1,735,338         4.13%
Silver Standard Resources                               9/6/95           300,000           3.14             1,032,939         2.46%
Tiomin Resources, Inc.                                 9/28/95           350,000           1.44               634,261         1.51%
Tiomin Resources, Inc. (Warrants)                      9/28/95           262,500           0.00                47,569         0.11%
Valerie Gold Resources, Ltd.                           5/28/96            10,000          10.18                10,293         0.02%
Valerie Gold Resources, Ltd. (Warrants)                5/28/96             5,000           0.00                     4         0.00%
                                                                                                            ---------       ------
                                                                                                           $6,269,147        14.91%
                                                                                                           ==========        ======
</TABLE>

Pursuant  to  guidelines  adopted  by  the  Fund's  Board  of  Directors,  these
unregistered  securities  have been deemed to be  illiquid.  The Fund  currently
limits  investment in illiquid  securities  to 15% of the Fund's net assets,  at
market  value,  at the time of purchase.  

6. FEDERAL  INCOME TAXES--CAPITAL  LOSS CARRYFORWARDS

Capital loss carryforwards  available for federal income tax purposes as of June
30, 1997 are:

                  $1,093,937     expiring in 1998;
                   1,254,382     expiring in 1999;
                   3,106,844     expiring in 2000;
                     954,860     expiring in 2001;
                   1,911,797     expiring in 2002;
                   1,327,486     expiring in 2003; and,
                   1,756,775     expiring in 2005;

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

7.  TAX INFORMATION (UNAUDITED)

The percentage of investment  company  taxable income eligible for the dividends
received deduction  available to certain corporate  shareholders with respect to
the fiscal year ended June 30, 1997 is 23.05%.


                                       9
<PAGE>

LEXINGTON STRATEGIC SILVER FUND, INC.
FINANCIAL HIGHLIGHTS

Selected per share data for a share outstanding throughout the period:

<TABLE>
<CAPTION>


                                                                                      Year ended June 30,
                                                              --------------------------------------------------------------------
                                                              1997            1996            1995            1994           1993
                                                              ----            ----            ----            ----           ----
<S>                                                           <C>             <C>              <C>            <C>            <C>  
Net asset value, beginning of period ......................   $4.46           $4.00            $3.92          $3.52          $2.78
                                                              -----           -----            -----          -----          -----
Income (loss) from investment operations:
  Net investment (loss) ...................................   (0.04)          (0.03)           (0.03)         (0.02)         (0.04)
  Net realized and unrealized gain (loss) on
    investments and foreign currency transactions .........   (0.43)           0.51             0.11           0.42           0.78
                                                              -----           -----            -----          -----          -----
Total income (loss) from investment operations ............   (0.47)           0.48             0.08           0.40           0.74
                                                              -----           -----            -----          -----          -----
Less distributions:
  Distributions in excess of net investment income ........   (0.04)          (0.02)              --             --             --
                                                              -----           -----            -----          -----          -----
Net asset value, end of period ............................   $3.95           $4.46            $4.00          $3.92          $3.52
                                                              =====           =====            =====          =====          =====
Total return* ............................................. (10.82%)         12.02%            2.04%         11.36%         26.62%
Ratio to average net assets:
  Expenses, before reimbursement or waivers ...............   1.96%           1.73%            1.82%          1.84%          3.48%
  Expenses, net of reimbursement or waivers ...............   1.96%           1.73%            1.82%          1.84%          2.60%
  Net investment (loss), before reimbursement
    or waivers ............................................  (0.78%)         (0.72%)          (0.83%)        (0.82%)        (2.48%)
  Net investment (loss) ...................................  (0.78%)         (0.72%)          (0.83%)        (0.82%)        (1.60%)
Portfolio turnover rate ...................................  18.76%          44.30%           44.22%          5.28%         18.58%
Average commission paid on equity
  security transactions** .................................   $0.03           $0.02               --             --             --
Net assets, end of period (000's omitted) ................. $42,035         $73,945          $65,517        $49,499        $15,032

</TABLE>

 *   Sales load is not reflected in total return.
**   In accordance with SEC disclosure  guidelines,  the average commissions are
     calculated  for the  years  beginning  with  June  1996  but not for  prior
     periods.


                                       10
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Lexington Strategic Silver Fund, Inc.:

      We have audited the accompanying  statements of net assets  (including the
portfolio of  investments)  and assets and  liabilities  of Lexington  Strategic
Silver Fund, Inc. as of June 30, 1997, and the related  statements of operations
for the year then ended,  the statement 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 June
30, 1997 by correspondence  with the custodian.  As to securities  purchased and
sold, but not received or delivered,  we performed  other  appropriate  auditing
procedures.  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  Strategic  Silver Fund,  Inc. as of June 30, 1997, 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
August 1, 1997

                                       11
<PAGE>


LEXINGTON STRATEGIC SILVER 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
- --------------------------------------------------------------------------------


This  report  has been  prepared  for the  information  of the  shareholders  of
Lexington  Strategic Silver 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
                                    STRATEGIC
                                     SILVER
                                   FUND, INC.

- --------------------------------------[ ]--------------------------------------
                                      
                                 Seeks long-term
                                growth of capital
                               through investment
                              in established silver
                               related companies.

- --------------------------------------[ ]--------------------------------------

                                  ANNUAL REPORT
                                  JUNE 30, 1997
================================================================================






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