U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
________________________________________________________________________
1. Name and address of issuer:
LEXINGTON CONVERTIBLE SECURITIES FUND
PARK 80 WEST PLAZA TWO
SADDLE BROOK, NJ 07663
________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
(Fund consists of a single portfolio)
________________________________________________________________________
3. Investment Company Act File Number: 811-4925
Securities Act File Number: 033-10543
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
Not applicable.
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7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
Not applicable.
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Not applicable.
________________________________________________________________________
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number of Shares Sold: 171,179 Sales price: $2,414,604
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number of Shares Sold: 171,179 Sales price: $2,414,604
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Number of Shares Issued: 36,510 Sales price: $497,981
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in $ 2,414,604
reliance on rule 24f-2 (from Item 10): ____________________
(ii) Aggregate price of shares issued in
connection with dividend reinvestment + 497,981
plans (from Item 11, if applicable): ____________________
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year - 3,311,279
(if applicable): ____________________
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant + 0
to rule 24e-2 (if applicable): ____________________
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (398,694)
(iv)] (if applicable): ____________________
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see x 1/3300
Instruction C.6): ____________________
(vii) Fee due [line (i) or line (v) $ 0
multiplied by line (vi)]: ____________________
____________________
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
________________________________________________________________________
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By* /s/ Richard M. Hisey
____________________________________________
RICHARD M. HISEY, VICE PRESIDENT & TREASURER
Date: February 17, 1997
*Please print the name and title of the signing officer below the signature.
Kramer, Levin, Naftalis & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 3852
(212) 715 9100
FAX
(212) 715-8000
_____
WRITER'S DIRECT NUMBER
(212) 715-9259
February 24, 1997
Lexington Convertible Securities Fund
Park 80 West Plaza Two
Saddle Brook, New Jersey 07662
Re: Lexington Convertible Securities Fund,
Registration No. 33-10543
Gentlemen:
We have acted as counsel to Lexington Convertible Securities Fund,
a Massachusetts business trust (the "Trust"), since May 12, 1992 in connection
with the public offering of the Trust's shares of beneficial interest with
$0.10 par value, and on various other securities and general matters. We
understand that, pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended ("Investment Company Act"), the Trust has registered an
indefinite number of shares of beneficial interest under the Securities Act of
1933, as amended ("Securities Act"). We further understand that, pursuant to
the provisions of Rule 24f-2, the Trust is filing with the Securities and
Exchange Commission the Notice attached hereto making definite the
registration of shares of beneficial interest (the "Shares") sold in reliance
upon Rule 24f-2 during the fiscal year ended December 31, 1996.
We have reviewed, insofar as it relates or pertains to the Trust,
the Trust's Registration Statement on Form N-1A, as amended to the date
hereof, filed with the Securities and Exchange Commission under the Securities
Act and the Investment Company Act, pursuant to which the Shares were sold
(the "Registration Statement"). We have also examined originals or copies
certified or otherwise identified to our satisfaction of such documents, trust
records and other instruments we have deemed necessary or appropriate for the
purpose of this opinion. For purposes of such examination, we have assumed
the genuineness of all signatures and original documents and the conformity to
the original documents of all copies submitted.
We are members only of the New York Bar and do not purport to be
experts on the laws of any other state. Our opinion herein as to
Massachusetts law is based upon a limited inquiry thereof which we have deemed
appropriate under the circumstances.
Based upon the foregoing, we are of the opinion that the Shares
have been duly and validly authorized and, assuming that the Shares have been
issued and sold in accordance with the Trust's Declaration of Trust, as
amended, and Registration Statement, the Shares which the Rule 24f-2 Notice
attached hereto makes definite in number were legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion with the Rule 24f-2
Notice attached hereto.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
