LEXINGTON STRATEGIC SILVER FUND INC
N-30D, 1999-03-01
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
     News  of  Warren  Buffet's  purchase  of  130 million ounces of silver sent
silver  prices  to  a  high of $7.80 an ounce in February 1998 compared to $6.00
per  ounce where it began the year. Nevertheless, despite the fact that Buffet's
purchase  represented 20% of annual silver supply, prices were unable to sustain
these  levels  and  fell  to a low of $4.67 in August 1998. While silver rallied
back  to  $5.40  at the end of the third quarter, it ended the year at $5.04 per
ounce.  Demand  continued  to  grow  in  1998 in spite of the slowdown in global
economic   activity.   Total  consumption  grew  2.6%  to  886  million  ounces.
Industrial  demand  was  essentially  flat  with  the  year  earlier, but use by
photography,  jewelry  and  silverware  more  than  offset the slower industrial
demand.  On  the  supply  side,  mine  production  grew over 5% to 528.5 million
ounces,  but clearly this fell short of the amount needed to satisfy demand. The
balance  was  provided  by  increased scrap sales and implied disinvestment. The
offshoot  of  the latter was a dramatic decline in Comex inventories which ended
the  year  at  less  than  80  million  ounces which represent about one month's
supply.  In  1989, Comex inventories were 1.5 billion ounces, about 25 months of
demand.

     Silver  related  equities  generally  performed in line with the underlying
metal.  After  reaching  a peak in the February/March time frame the shares fell
to  low  levels  in  August.  However, as the price of silver recovered from its
August  low,  the  shares  failed  to  participate. Most silver is produced as a
by-product  of  other base metal mining activities and as prices of copper, lead
and  zinc fell reflecting lower global demand, the shares remained at their lows
through the end of December.

     The  Lexington  Strategic Silver Fund produced a negative return of 29.64%*
for  the year. This return was worse than the negative 10.9% return by competing
gold  oriented  funds  as  compiled  by  Lipper,  Inc.  The Fund's disappointing
performance  reflected  significant  bullion  holdings. Also the equity holdings
were negatively impacted by the lower production of gold and base metals.

     The  outlook for silver remains attractive based on the positive underlying
fundamentals.  Demand  for  silver  continues to grow and mine production is not
capable  of satisfying demand. Furthermore, as inventories have been depleted to
extremely  low  levels,  this  source  cannot  be  relied  upon  to  make up the
difference  looking ahead. As a result, we believe the price of silver is poised
to  post higher levels as worldwide economic activity begins to recover possibly
later  in  1999.  As prices improve, profit levels for the mining shares held by
the Fund are expected to expand dramatically producing higher stock prices.


Sincerely,



/s/ James A. Vail                 /s/ Robert M. DeMichele
- -----------------------           ---------------------------
James A. Vail                     Robert M. DeMichele
Portfolio Manager                 President
February, 1999                    February, 1999


                                       1


<PAGE>


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

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                     LEXINGTON STRATEGIC SILVER FUND, INC. AND
        THE S & P 500 and Silver Bullion (London (U.S. Dollars))

        [THE FOLLOWING TABLE REPRESENTS A CHART IN THE PRINTED REPORT]

                    Lexington
Year             Strategic Silver       S & P 500          Silver
                       Fund                                Bullion 
===================================================================
01/02/92             $ 9,418            $10,000            $10,000
12/31/92             $ 8,364            $10,754            $ 9,258
12/31/93             $14,764            $11,836            $12,905
12/31/94             $13,527            $11,991            $12,236
12/31/95             $15,200            $16,497            $12,973
12/31/96             $15,562            $20,286            $12,104
12/31/97             $14,310            $27,056            $15,125
12/31/98             $10,068            $34,827            $12,627

                      AVERAGE ANNUAL STANDARD TOTAL RETURNS
                          FOR THE PERIOD ENDED 12/31/98

FUND/INDEX               1 YEAR       5 YEAR          SINCE INCEPTION
- ----------               ------   ---------------   ------------------
Lexington Strategic
Silver Fund             (33.74%)      (8.47%)             0.10%            

S & P 500                28.72%       24.09%             19.51% 

Silver Bullion          (16.51%)      (0.43%)             3.39% 
   
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 December, 1991 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.

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




*-33.74%,  -8.47%  and  0.10% are the one year, five year and since commencement
(1/2/92)  average  annual  standard  total returns, respectively, for the period
ended  December  31,  1998.  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)
December 31, 1998


 NUMBER OF                                                VALUE
   SHARES                    SECURITY                    (NOTE 1)
===================================================================
             SILVER BULLION: 20.7%
             1,051,945 fine ounces (cost
             $5,887,507)2............................  $5,296,542
                                                       ----------
             COMMON STOCKS: 60.7%
             AUSTRALIA: 5.8%
 1,100,000   Aurora Gold, Ltd.2 .....................     877,105
 1,020,000   MIM Holdings, Ltd. .....................     450,452
   192,857   Pasminco, Ltd. .........................     146,680
                                                       ----------
                                                        1,474,237
                                                       ----------
             MEXICO: 17.7%
   290,056   Corporacion Industrial San Luis
             S.A. ...................................     419,406
   554,016   Grupo Mexico S.A. de C.V. ..............   1,232,428
   945,000   Industrias Penoles S.A. ................   2,866,616
                                                       ----------
                                                        4,518,450
                                                       ----------
             NORTH AMERICA: 32.9%
   100,000   Adrian Resources, Ltd.2 ................      19,532
    45,000   Apex Silver Mines, Ltd.2 ...............     371,250
   167,000   Atna Resources, Ltd.2 ..................      72,848
    83,500   Atna Resources, Ltd.
             (Warrants)1,2 ..........................           -
    90,000   Campbell Resources, Inc.
             (Warrants)1,2 ..........................           -
   108,100   Coeur D'Alene Mines Corporation2             499,962
    77,000   Eldorado Corporation, Ltd.1,2 ..........      20,053
   239,400   Hecla Mining Company2 ..................     867,825
   203,500   Homestake Mining Company ...............   1,869,656
    60,000   Minefinders Corporation, Ltd.1,2 .......      46,877
   285,000   Pan American Silver Corporation1,2         1,438,043
    60,000   Pan American Silver Corporation2........     302,746
   159,600   Romarco Minerals, Inc.2 ................     155,865
   300,000   Silver Standard Resources, Inc.1,2......     234,384
    50,000   Silver Standard Resources, Inc.2 .......      39,844
    47,000   Stillwater Mining Company2 .............   1,927,000
   525,000   Sunshine Mining and Refining, Inc.2          262,500
   350,000   Tiomin Resources, Inc.1,2 ..............      72,919
   262,500   Tiomin Resources, Inc.
             (Warrants)1,2 ..........................           -
    50,000   TVX Gold, Inc.2 ........................      90,625
    75,000   Western Copper Holdings, Ltd.2 .........     129,399
                                                       ----------
                                                        8,421,328
                                                       ----------
             PERU: 3.7%
   157,009   Compania de Minas Buenaventura
             S.A. "B" ...............................     945,265
                                                       ----------
   NUMBER OF
    SHARES
OR PRINCIPAL                                               VALUE
    AMOUNT                     SECURITY                   (NOTE 1)
===================================================================
               POLAND: 0.6%
      21,000   KGHM Polska Miedz S.A. (GDR) ..........  $   151,200
                                                        -----------
               TOTAL COMMON STOCKS
                (cost $22,978,399)....................   15,510,480
                                                        -----------
               PREFERRED STOCK: 4.6%
               NORTH AMERICA: 4.6%
      99,000   Freeport McMoran Copper & Gold
                (cost $2,081,958).....................    1,163,250
                                                        -----------
               SHORT-TERM INVESTMENT: 7.8%
               U.S. GOVERNMENT AGENCY
               OBLIGATION
  $2,000,000   Federal Home Loan Mortgage
               Corporation, 4.50%, due
               01/04/99
                (cost $1,999,250).....................    1,999,250
                                                        -----------
               TOTAL INVESTMENTS: 93.8%
                (cost $32,947,114+) (Note 1)..........   23,969,522
               Other assets in excess of
               liabilities: 6.2% .....................    1,590,623
                                                        -----------
               TOTAL NET ASSETS: 100.0%
                (equivalent to $2.73 per share
               on 9,370,946 shares
               outstanding) ..........................  $25,560,145
                                                        ===========

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

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

                                       3


<PAGE>


LEXINGTON STRATEGIC SILVER FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998



<TABLE>
<S>                                                                                <C>
ASSETS
Investments, at value (cost $32,947,114) (Note 1) ..............................    $  23,969,522
Cash ...........................................................................          469,324
Receivable for investment securities sold ......................................        1,385,379
Receivable for shares sold .....................................................           39,786
Dividends and interest receivable ..............................................            3,267
                                                                                    -------------
   Total Assets ................................................................       25,867,278
                                                                                    -------------
LIABILITIES
Due to Lexington Management Corporation (Note 2) ...............................           22,783
Payable for shares redeemed ....................................................          223,165
Accrued expenses ...............................................................           61,185
                                                                                    -------------
   Total Liabilities ...........................................................          307,133
                                                                                    -------------
NET ASSETS: (equivalent to $2.73 per share on
 9,370,946 shares outstanding) (Note 3) ........................................    $  25,560,145
                                                                                    =============
NET ASSETS consist of:
Capital stock - authorized 1,000,000,000 shares, $.001 par value per share......    $       9,371
Additional paid-in capital (Notes 1 and 8) .....................................       46,750,478
Accumulated net investment loss (Note 1) .......................................             (997)
Accumulated net realized loss on investments and foreign currency
 transactions (Notes 1 and 8) ..................................................      (12,221,115)
Unrealized depreciation of investments and foreign currency translation of other
 assets and liabilities ........................................................       (8,977,592)
                                                                                    -------------
   TOTAL NET ASSETS ............................................................    $  25,560,145
                                                                                    =============
NET ASSET VALUE, REDEMPTION PRICE PER SHARE ....................................    $        2.73
                                                                                    =============
OFFERING PRICE PER SHARE (100/94.25 of $2.73 adjusted to the nearest cent) .....    $        2.90
                                                                                    =============
</TABLE>

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

                                       4


<PAGE>


LEXINGTON STRATEGIC SILVER FUND, INC.
STATEMENT OF OPERATIONS
Six month period ended December 31, 1998 (Note 7)


INVESTMENT INCOME
Dividends .............................   $   199,491
Interest ..............................        66,345
                                          -----------
                                              265,836
Less: foreign tax expense .............         1,555
                                          -----------
    Total investment income ...........                    $    264,281
 
EXPENSES
   Investment advisory fee
     (Note 2) .........................       150,258
   Transfer agent and shareholder
     servicing expenses (Note 2) ......        57,679
   Custodian expenses .................        43,624
   Printing and mailing expenses ......        35,870
   Professional fees ..................        21,597
   Accounting expenses (Note 2) .......        13,089
   Registration fees ..................        12,560
   Directors' fees and expenses .......         7,594
   Computer processing fees ...........         4,126
   Other expenses .....................         9,650
                                          -----------
    Total expenses ....................                         356,047
                                                           ------------
     Net investment loss ..............                         (91,766)
 
REALIZED AND UNREALIZED LOSS
 ON INVESTMENTS (NOTE 4)
   Net realized loss on:
    Investments .......................      (570,668)
    Foreign currency transactions .....          (898)
                                          -----------
     Net realized loss ................                        (571,566)
   Net change in unrealized
     appreciation (depreciation) of:
     Investments ......................    (5,092,614)
    Foreign currency translation
      of other assets and
      liabilities .....................              (7)
                                          --------------
    Net change in unrealized
      depreciation ....................                      (5,092,621)
                                                           ------------
     Net realized and
       unrealized loss ................                      (5,664,187)
                                                           ------------
DECREASE IN NET ASSETS RESULTING
    FROM OPERATIONS ...................                    $ (5,755,953)
                                                           ============


LEXINGTON STRATEGIC SILVER FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS


                                          For the six
                                         month period
                                             ended
                                         December 31,    Year ended
                                             1998         June 30,
                                           (Note 7)         1998
                                        -------------- --------------
Net investment loss ...................  $    (91,766)  $   (225,906)
Net realized loss from
   investment and foreign
   currency transactions ..............      (571,566)    (2,590,675)
Net change in unrealized
   appreciation (depreciation) of
   investments and foreign
   currency translation ...............    (5,092,621)    (5,393,011)
                                         ------------   ------------
  Decrease in net assets
     resulting from operations.........    (5,755,953)    (8,209,592)
Distributions to shareholders
   in excess of net investment
   income (Note 1) ....................             -        (81,929)
Increase (decrease) in net assets
   from capital share
   transactions (Note 3) ..............    (3,604,828)     1,177,232
                                         ------------   ------------
  Net decrease in net assets ..........    (9,360,781)    (7,114,289)
NET ASSETS:
 Beginning of period ..................    34,920,926     42,035,215
                                         ------------   ------------
 End of period (including
    accumulated net investment
     loss of $997 and distributions
     in excess of net investment
     income of $191,805 in
     December 31, 1998 and June
     30, 1998, respectively) ..........  $ 25,560,145   $ 34,920,926
                                         ============   ============

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

                                       5


<PAGE>


LEXINGTON STRATEGIC SILVER FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and June 30, 1998

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. The Fund
will  seek  to  achieve its objective by investing at least 80% of its portfolio
in  securities  of  established silver-related companies and silver bullion. 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 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
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.

     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 currency 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.

The  Fund  authorizes its custodian to place and maintain equity securities in a
segregated  account  of the Fund having a value equal to the aggregate amount of
the  Fund's  commitments  under  forward foreign currency contracts entered into
with  respect  to  position  hedges.  There  are  no  forward  foreign  currency
contracts outstanding at December 31, 1998.

     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


                                       6


<PAGE>


LEXINGTON STRATEGIC SILVER FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and June 30, 1998 (continued)

1. SIGNIFICANT ACCOUNTING POLICIES (continued)
determined  in  accordance  with  income  tax  regulations which may differ from
generally    accepted    accounting    principles.   At   December   31,   1998,
reclassifications  were made to the Fund's capital accounts to reflect permanent
book/tax  differences  and  income  and  gains  available for distribution under
income  tax  regulations.  Net  investment  income,  net  realized gains and net
assets were not affected by this change.

     USE  OF  ESTIMATES The  preparation  of  financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial statements and the reported amounts of increases and decreases in
net  assets  from  operations  during the reporting period. Actual results could
differ from those estimates.


2. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATE
The  Fund  pays  an  investment advisory fee to Lexington Management Corporation
("LMC")  at an annual rate of 1.00% of the Fund's average daily net assets up to
$30  million and at an annual rate of 0.75% thereafter. For 1998, LMC has agreed
to  voluntarily limit the total expenses of the Fund (including management fees,
but   excluding   interest,   taxes,  brokerage  commissions  and  extraordinary
expenses)  to an annual rate of 2.50% of the Fund's average daily net assets. No
reimbursement was required for the period ended December 31, 1998.

The   Fund  reimburses  LMC  for  certain  expenses,  including  accounting  and
shareholder  servicing  costs  of  $28,848,  which are incurred by the Fund, but
paid by LMC.


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



<TABLE>
<CAPTION>
                                                                  For the six
                                                                     month
                                                                  period ended                          Year ended
                                                               December 31, 1998                      June 30, 1998
                                                       ----------------------------------   ----------------------------------
                                                            Shares            Amount             Shares            Amount
                                                       ---------------   ----------------   ---------------   ----------------
<S>                                                       <C>            <C>                  <C>             <C>
Shares sold ........................................       2,505,470      $   7,289,065         8,598,402      $  33,307,344
Shares issued on reinvestment of dividends .........               -                  -            18,656             73,693
                                                           ---------      -------------         ---------      -------------
                                                           2,505,470          7,289,065         8,617,058         33,381,037
Shares redeemed ....................................      (3,855,059)       (10,893,893)       (8,546,967)       (32,203,805)
                                                          ----------      -------------        ----------      -------------
Net increase (decrease) ............................      (1,349,589)     $  (3,604,828)           70,091      $   1,177,232
                                                          ==========      =============        ==========      =============
</TABLE>

4. INVESTMENT TRANSACTIONS
The  cost  of  purchases  and  proceeds  from sales of securities for the period
ended  December  31,  1998, excluding short-term securities, were $1,531,112 and
$5,099,107, respectively.
At  December  31,  1998,  the  aggregate  gross  unrealized appreciation for all
securities  in  which  there  is  an  excess  of value over tax cost amounted to
$1,104,043  and  aggregate  gross  unrealized depreciation for all securities in
which there is an excess of tax cost over value amounted to $10,081,635.


                                       7


<PAGE>


LEXINGTON STRATEGIC SILVER FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and June 30, 1998 (continued)

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.


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>
                                                                       Average
                                         Acquisition                  Cost Per       Market       Percent of Net
               Security                      Date         Shares        Share         Value           Assets
- -------------------------------------   -------------   ----------   ----------   ------------   ---------------
<S>                                       <C>           <C>         <C>          <C>            <C>
Atna Resources, Ltd. (Warrants)            10/14/96       83,500     $ 0.00       $        -     0.00%
Campbell Resources, Inc. (Warrants)        10/25/96       90,000      0.00                 -     0.00
Eldorado Corporation, Ltd.                 02/22/96       77,000      5.37            20,053     0.08
Minefinders Corporation, Ltd.              03/11/97       60,000      3.66            46,877     0.18
Pan American Silver Corporation            07/17/95      285,000      5.44         1,438,043     5.63
Silver Standard Resources, Inc.            09/06/95      300,000      3.14           234,384     0.92
Tiomin Resources, Inc.                     09/28/95      350,000      1.44            72,919     0.28
Tiomin Resources, Inc. (Warrants)          10/31/96      262,500      0.00                 -     0.00
                                                                                  ----------     -----
                                                                                  $1,812,276     7.09%
                                                                                  ==========     =====
</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.


7. CHANGE IN THE FUND'S YEAR-END
The  Fund  changed  its  fiscal  year-end  from June 30th to December 31st. This
change was done to facilitate the administration of the Fund.


                                       8


<PAGE>


LEXINGTON STRATEGIC SILVER FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and June 30, 1998 (continued)

8. FEDERAL INCOME TAXES - CAPITAL LOSS CARRYFORWARDS
As  of  December 31, 1998, $1,254,382 of capital loss carryforwards have expired
and have been reclassified to additional paid-in capital.
Capital  loss  carryforwards1  available  for  federal income tax purposes as of
December 31, 1998 are:

   $3,106,844 expiring in 1999;
      954,860 expiring in 2000;
    1,911,797 expiring in 2001;
    1,327,486 expiring in 2002;
    1,756,775 expiring in 2004;
      479,351 expiring in 2005; and,
    2,130,561 expiring in 2006.

To  the  extent  any future capital gains are offset by these losses, such gains
would not be distributed to shareholders.
1Temporary   book-tax  differences  of  $553,441  are  the  result  of  deferred
post-October losses.

                                       9


<PAGE>


LEXINGTON STRATEGIC SILVER FUND, INC.
FINANCIAL HIGHLIGHTS
Selected per share data for a share outstanding throughout the period:




<TABLE>
<CAPTION>
                                             Six month
                                            period ended
                                            December 31,
                                                                                  Year ended June 30,
                                                1998      --------------------------------------------------------------------
                                              (Note 7)
                                          ---------------       1998         1997         1996          1995         1994
<S>                                       <C>             <C>            <C>          <C>           <C>           <C>
Net asset value, beginning of
 period .................................    $   3.26        $   3.95     $   4.46     $    4.00     $    3.92     $   3.52
                                             --------        --------     --------     ---------     ---------     --------
Income (loss) from investment
 operations:
 Net investment loss ....................       (0.01)          (0.02)       (0.04)        (0.03)        (0.03)       (0.02)
 Net realized and unrealized gain
  (loss) on investments and
  foreign currency transactions .........       (0.52)          (0.66)       (0.43)         0.51          0.11         0.42
                                            ---------        --------     --------     ---------     ---------     --------
Total income (loss) from investment
 operations .............................       (0.53)          (0.68)       (0.47)         0.48          0.08         0.40
                                            ---------        --------     --------     ---------     ---------     --------
Less distributions:
 Distributions in excess of net
  investment income .....................           -           (0.01)       (0.04)        (0.02)            -            -
                                            ---------        --------     --------     ---------     ---------     --------
Net asset value, end of period ..........   $    2.73        $   3.26     $   3.95     $    4.46     $    4.00     $   3.92
                                            =========        ========     ========     =========     =========     ========
Total return** ..........................    (16.26)%        (17.32)%     (10.76)%        12.02%         2.04%       11.36%
Ratio to average net assets:
 Expenses ...............................       2.37%*          1.90%        1.96%         1.73%         1.82%        1.84%
 Net investment loss ....................     (0.61)%*        (0.54)%      (0.78)%       (0.72)%       (0.83)%      (0.82)%
Portfolio turnover rate .................       5.68%          28.78%       18.76%        44.30%        44.22%        5.28%
Net assets, end of period (000's
 omitted) ...............................   $  25,560        $ 34,921     $ 42,035     $  73,945     $  65,517     $ 49,499
</TABLE>

 *  Annualized.
 ** Sales load is not reflected in total return.

                                       10

<PAGE>

INDEPENDENT AUDITORS' REPORT


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

     We  have  audited  the  accompanying statement of net assets (including the
portfolio  of  investments)  and  assets  and liabilities of Lexington Strategic
Silver  Fund,  Inc.  as  of  December  31,  1998,  and  the related statement of
operations  for  the  six  month period then ended, the statements of changes in
net  assets  for  the  six month period ended December 31, 1998 and for the year
ended  June  30,  1998  and  the  financial highlights for the periods indicated
herein.   These   financial   statements   and   financial  highlights  are  the
responsibility  of  the  Fund's  management. Our responsibility is to express an
opinion  on  these  financial  statements  and financial highlights based on our
audits.

     We  conducted  our  audits  in  accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements  and  financial  highlights.  Our procedures included confirmation of
securities  owned  as  of December 31, 1998 by correspondence with the custodian
and  brokers.  An  audit  also includes assessing the accounting principles used
and  significant estimates made by management, as well as evaluating the overall
financial   statement  presentation.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion, the financial statements and financial highlights referred
to  above  present  fairly,  in all material respects, the financial position of
Lexington  Strategic  Silver  Fund,  Inc. as of December 31, 1998, the result of
its  operations  for  the  six  month  period then ended, the changes in its net
assets  for  the six month period ended December 31, 1998 and for the year ended
June  30, 1998, and the financial highlights for the periods indicated herein in
conformity with generally accepted accounting principles.



                                                               KMPG LLP



New York, New York
February 8, 1999


<PAGE>



                                       11
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
                       ----------------------------------


                               [GRAPHIC OMITTED]

                                    LEXINGTON
                                 STRATEGICSILVER
                                   FUND, INC.

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

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


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

                                  ANNUAL REPORT
                                DECEMBER 31, 1998




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