LEXINGTON CONVERTIBLE SECURITIES FUND
N-30D, 1999-03-01
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
     During  1998,  our  Fund  was  buffeted  by the wide swings in performance,
volatility,  and  liquidity  of  financial  securities.  Listed  below  are some
comparative  total  return  performance measurements for the year ended December
31, 1998:

                                                            1 Year
                                                          ----------
     Lexington Convertible Securities Fund                   +2.09%*
     Unmanaged Standard & Poor's 500 Stock Price Index      +28.72%
     Unmanaged Russell 2000 Stock Index                      (2.55)%
     Unmanaged Lehman Gov./Corp. Bond Index                 + 9.47%


     Stocks,  in  particular,  had a roller coaster year, advancing in the first
few  months,  trading  sideways  for several more months, then plummeting. After
bottoming  out  in early October, a new strong advance got underway in the final
months  of  the year. The average stock, from peak to trough, fell 37%, the same
as  during  the  1990 and 1987 bear markets. For the year as a whole, the market
again   rewarded  only  a  handful  of  the  largest  companies,  driving  their
valuations  to  historic  extremes. Only 50 out of the 500 stocks in the S&P 500
accounted  for  94%  of  the  Index's  gain.  While  mid  and  small capitalized
companies  have,  over  time, produced larger earnings gains than this selective
group  of  very  large  companies,  their stocks and convertible securities were
essentially  unchanged for the year, producing the largest valuation discrepancy
in  the  last  quarter  century.  Over  time,  investors  value  stocks on their
companies'  earnings,  thus  it  is  inevitable  that  this  wide  imbalance  in
valuation will be corrected.

     Despite  our disappointment in last year's performance, we are very excited
about our Fund's prospects going forward for several reasons:

     1.  Our  stock  market  composite  risk  forecasting model turned extremely
bullish  last  fall  for  the  first  time since the start of the bull market in
1990.  It  continues  bullish  indicating  a positive environment for stocks and
convertible securities in general.

     2.  Investors,  sooner or later, will value a dollar of future earnings for
mid  and  small capitalized companies at about the same ratio as they do for the
very large companies, closing the valuation gap.

     3.  We  have  and  continue  to  emphasize  convertible  securities of high
quality,   niche  growth  companies  with  superior  businesses  at  significant
valuation  discounts.  These companies are leaders in high growth industries and
exhibit  solid  and predictable earnings growth that is, on average, about three
times  faster  than  the  earnings growth of the stock market overall. These are
some  of  the  best  businesses  in  the  world and their stocks and convertible
securities are bargains.


                                        1


<PAGE>

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


                                                Sincerely,




               /S/ RICHARD B. RUSSELL             /S/ ROBERT M. DEMICHELE
               -------------------------------    -----------------------     
               Richard B. Russell                 Robert M. DeMichele
               President and Portfolio Manager    Chairman of the Board
               February, 1999                     February, 1999




- --------------------------------------------------------------------------------
            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
                     LEXINGTON CONVERTIBLE SECURITIES FUND,
           THE UNMANAGED STANDARD & POOR'S 500 STOCK PRICE INDEX AND
          THE UNMANAGED LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX

[The following table represents a line graph in the printed report.]


            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
                 LEXINGTON CONVERTIBLE SECURITIES FUND, INC., AND
         THE UNMANAGED LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX

       Year        Lexington
               Convertible   S & P 500        LBG/CBI    
   =========================================================
       12/31/88     $10,000       $10,000        $10,000
       12/31/89     $10,716       $13,164        $11,423
       12/31/90     $10,353       $12,756        $12,369
       12/31/91     $15,018       $16,634        $14,363
       12/31/92     $16,944       $17,900        $15,451
       12/30/93     $18,050       $19,700        $17,156
       12/31/94     $19,491       $19,958        $16,555
       12/31/95     $21,692       $27,459        $19,740
       12/30/96     $22,752       $33,766        $20,313
       12/31/97     $25,746       $45,034        $22,293
       12/31/98     $26,285       $57,967        $24,405


                                           AVERAGE ANNUAL STANDARD TOTAL RETURNS
                                               FOR THE PERIOD ENDED 12/31/98
          ----------------------------------------------------------------------
                                                                 SINCE INCEPTION
          FUND/INDEX                            1 YEAR    5 YEAR       (1/20/88)
          ----------------------------------------------------------------------
          LEXINGTON CONVERTIBLE                
          SECURITIES FUND                        2.09%     7.81%          10.15%
          ----------------------------------------------------------------------
          LEHMAN BROTHERS GOVT./
          CORPORATE BOND INDEX                   9.47%     7.30%           9.33%
          ----------------------------------------------------------------------
          S & P 500                             28.72%    24.09%          19.21%
          ----------------------------------------------------------------------

This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund with a similar  investment  in the Standard & Poor's 500
Stock Index ("S&P 500") and the Lehman Brothers Government/Corporate Bond Index.
Results for the Fund, the S&P 500 and the Lehman  Brothers  Government/Corporate
Bond  Index  include  the   reinvestment   of  all  dividend  and  capital  gain
distributions.  The Fund's  inception  date was 1/20/88.  Investment  return and
principal  value of an investment  will  fluctuate so that an investor's  shares
when  redeemed  may be worth  more or less than at their  original  cost.  Total
return represents past performance and it is not predictive of future results.

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




*2.09%,  7.81% and 10.15% are the one, five and ten year average annual standard
total  returns, respectively, for the period ended December 31, 1998. Investment
return  and  principal  value  of  an  investment  will  fluctuate  so  that  an
investor's  shares,  when  redeemed,  may  be  worth  more or less than at their
original  cost.  Total  return represents past performance and is not predictive
of future results.


                                        2


<PAGE>

LEXINGTON CONVERTIBLE SECURITIES FUND
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1998


<TABLE>
<CAPTION>
 PRINCIPAL                    VALUE
   AMOUNT                SECURITY DESCRIPTION               (NOTE 1)
===========   =========================================   ============
<S>           <C>         <C>
              CONVERTIBLE BONDS: 57.5%
              BUSINESS SERVICES: 3.9%
$500,000      Metamor Worldwide, Inc.,
              2.94%, due 08/15/2004 ...................   $ 402,500
                                                          ---------
              COMPUTER SOFTWARE & SERVICES: 13.0%
 875,000      Automatic Data Processing Services, Inc.,
              0.00%*, due 02/20/2012 ..................     906,658
 420,000      National Data Corporation,
              5.00%, due 11/01/2003 ...................     447,825
                                                          ---------
                                                          1,354,483
                                                          ---------
              LEISURE: 4.3%
 475,000      Action Performance Companies, Inc.,
              4.75%, due 01/01/2005 ...................     449,469
                                                          ---------
              PHARMACEUTICALS: 12.6%
 330,000      Chiron Corporation (Cetus),
              5.25%, due 5/21/2002 ....................     336,188
 420,000      Elan Plc, (Athena Neuroscience),
              4.74%, due 11/15/2004 ...................     493,500
 335,000      Genzyme Corporation,
              5.25%, due 06/01/2005 ...................     475,280
                                                           ---------
                                                          1,304,968
                                                           ---------
              RETAIL STORES (SPECIAL LINE): 11.5%
 450,000      Home Depot, Inc.,
              3.25%, due 10/01/2001 ...................   1,194,980
                                                           ---------
              SEMICONDUCTOR: 12.2%
 450,000      Analog Devices, Inc.,
              3.50%*, due 12/01/2000 ..................     678,937
 390,000      Level One Communications, Inc.,
              4.00%, due 09/01/2004 ...................     583,050
                                                           ---------
                                                          1,261,987
                                                           ---------
              TOTAL CONVERTIBLE BONDS
              (cost $4,231,356) .......................   5,968,387
                                                           ---------
</TABLE>



<TABLE>
<CAPTION>
 NUMBER OF                        VALUE
  SHARES                  SECURITY DESCRIPTION                  (NOTE 1)
==========   =============================================   ==============
<S>          <C>             <C>
             CONVERTIBLE PREFERRED STOCKS: 10.2%
             CONSUMER PRODUCTS: 3.4%
 6,700       Newell Companies ............................   $   355,100
                                                              -----------
             TELECOMMUNICATION EQUIPMENT: 6.8%
 6,500       Loral Space and Commincation, Inc. ..........       347,750
 8,000       Qualcomm, Inc. ..............................       358,000
                                                              -----------
                                                                 705,750
                                                              -----------
             TOTAL CONVERTIBLE PREFERRED STOCKS
              (cost $1,266,890)...........................     1,060,850
                                                              -----------
             COMMON STOCKS: 28.1%
             COMPUTER SOFTWARE & SERVICES: 12.8%
16,852       Sterling Commerce, Inc. .....................       758,340
21,164       Sterling Software, Inc. .....................       572,751
                                                              -----------
                                                               1,331,091
                                                              -----------
             MANUFACTURED HOUSING: 15.3%
73,237       Clayton Homes, Inc. .........................     1,011,586
37,994       Oakwood Homes Corporation ...................       577,034
                                                              -----------
                                                               1,588,620
                                                              -----------
             TOTAL COMMON STOCKS
              (cost $628,380).............................     2,919,711
                                                              -----------
             TOTAL INVESTMENTS: 95.8%
             (cost $6,126,626+) (Note 1) .................     9,948,948
             Other assets in excess of liabilities: 4.2%         436,358
                                                              -----------
             TOTAL NET ASSETS: 100.0%
             (equivalent to $15.36 per share
              on 676,173 shares outstanding) .............   $10,385,306
                                                              ===========
</TABLE>

* Zero Coupon Bond.
+ Aggregate cost for Federal income tax purposes is identical.

   The Notes to Financial Statements are an integral part of this statement.
                                        3


<PAGE>

LEXINGTON CONVERTIBLE SECURITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998

 


<TABLE>
<S>                                                                                       <C>
ASSETS
Investments, at value (cost $6,126,626) (Note 1) ...................................     $ 9,948,948
Cash ...............................................................................         371,786
Receivable for shares sold .........................................................         100,000
Dividends and interest receivable ..................................................          50,408
                                                                                          -----------
    Total Assets ...................................................................      10,471,142
                                                                                          -----------
LIABILITIES
Due to Lexington Management Corporation (Note 2) ...................................           8,183
Payable for shares redeemed ........................................................          20,851
Accrued expenses ...................................................................          56,802
                                                                                 -----------
    Total Liabilities ..............................................................          85,836
                                                                               -----------
NET ASSETS (equivalent to $15.36 per share on 676,173 shares outstanding) (Note 4) .     $10,385,306
                                                                                         ===========
NET ASSETS consist of:
Capital stock-authorized 1,000,000,000 shares, $.10 par value per share ............     $    67,617
Additional paid-in capital .........................................................       6,766,881
Accumulated net realized loss of investments (Notes 1 and 6) .......................        (271,514)
Unrealized appreciation of investments .............................................       3,822,322
                                                                                          -----------
    TOTAL NET ASSETS ...............................................................     $10,385,306
                                                                                         ===========
</TABLE>

   The Notes to Financial Statements are an integral part of this statement.
                                        4


<PAGE>

LEXINGTON CONVERTIBLE SECURITIES FUND
STATEMENT OF OPERATIONS
Year ended December 31, 1998


<TABLE>
<S>           <C>             <C>
INVESTMENT INCOME
   Dividends ..............................   $ 52,626
   Interest ...............................    176,102
                                               --------
    Total investment income ...............                   $228,728
Expenses
   Investment advisory fee
    (Note 2) ..............................    104,455
   Printing and mailing expenses ..........     31,885
   Transfer agent and shareholder
    servicing expenses (Note 2) ...........     21,918
   Professional fees ......................     19,453
   Registration fees ......................     18,875
   Accounting expenses (Note 2) ...........     12,200
   Distribution expenses (Note 3) .........     10,739
   Directors' fees and expenses ...........      8,759
   Computer processing fees ...............      5,840
   Custodian expenses .....................      1,563
   Other expenses .........................      6,174
                                               --------
    Total expenses ........................                   241,861
                                                              --------
     Net investment loss ..................                   (13,133)
 
 
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS (NOTE 5)
   Net realized loss on
    investments ...........................   (271,514)
   Net change in unrealized
    appreciation of
    investments ...........................    358,692
                                              --------
    Net realized and unrealized
     gain .................................                    87,178
                                                             --------
INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS ........................                   $74,045
                                                             ========
</TABLE>

LEXINGTON CONVERTIBLE SECURITIES FUND
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 1998 and 1997






<TABLE>
<CAPTION>
                                                 1998             1997
                                            --------------   -------------
<S>        <C>               <C>
Net investment income (loss) ...........    $   (13,133)     $    80,157
Net realized gain (loss) from
   security transactions ...............       (271,514)         199,193
Net change in unrealized
   appreciation of investments .........        358,692          914,284
                                             -----------      -----------
  Increase in net assets
     resulting from operations .........         74,045        1,193,634
Distributions to shareholders
   from net investment income ..........              -          (76,039)
Distributions to shareholders
   from net realized gains on
   security transactions ...............        (21,464)        (177,060)
Decrease from capital
   share transactions (Note 4) .........        (12,465)      (1,803,790)
                                              -----------      -----------
  Net increase (decrease)
     in net assets .....................         40,116         (863,255)
NET ASSETS
   Beginning of period .................     10,345,190       11,208,445
                                             -----------      -----------
 End of period (including
    undistributed net investment
     income of $0 and $1,763 in
     1998 and 1997, respectively) ......    $10,385,306      $10,345,190
                                            ===========      ===========
</TABLE>

  The Notes to Financial Statements are an integral part of these statements.
                                        5


<PAGE>

LEXINGTON CONVERTIBLE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997

1. SIGNIFICANT ACCOUNTING POLICIES
Lexington  Convertible  Securities  Fund (the "Fund") is an open-end diversified
management  investment  company  registered  under the Investment Company Act of
1940,  as  amended.  The  Fund's  investment objective is total return, which it
seeks   to  achieve  by  providing  capital  appreciation,  current  income  and
conservation  of  the  shareholder's  capital.  The  following  is  a summary of
significant  accounting  policies followed by the Fund in the preparation of its
financial statements:

     INVESTMENTS As  authorized  by  the  Trustees, securities are valued on the
basis  of  valuations furnished by a pricing service which determines valuations
based  upon  market  transactions for normal institutional-size trading units of
such  securities. Debt securities are valued at the mean between the current bid
and  asked  prices.  Equity  securities listed on a national securities exchange
are  valued  at the last reported sales price; if no sales price is reported for
that  day  the mean between the current bid and asked prices is used. Securities
traded  on  the  over-the-counter market are valued at the mean between the last
current  bid  and  asked  prices.  Short-term securities having a maturity of 60
days  or  less  are  stated  at amortized cost, which approximates market value.
Securities  for  which  market  quotations  are  not readily available and other
securities  are  valued  by Fund management in good faith under the direction of
the Fund's Board of Trustees.

Securities  transactions  are  accounted for on the trade date. The Fund records
interest  income  on  the accrual basis. In computing net investment income, the
Fund  amortizes  premiums  and  does  not  accrue discounts on convertible fixed
income  securities  in  the  portfolio.  Dividend  income  and  distributions to
shareholders are recorded on the ex-dividend date.

     FEDERAL  INCOME  TAXES It  is  the  Fund's  intention  to  comply  with the
requirements  of  the  Internal Revenue Code applicable to "regulated investment
companies"  and  to  distribute  all  of its taxable income to its shareholders.
Therefore, no provision for federal income taxes is required.

     DISTRIBUTIONS Dividends  from  net  investment income are normally declared
and  paid  quarterly  and dividends from net realized capital gains are normally
declared  and  paid annually. However, the Fund may make distributions on a more
frequent  basis  to  comply  with  the distribution requirements of the Internal
Revenue  Code.  The  character  of  income  and  gains  to  be  distributed  are
determined  in  accordance  with  income  tax regulations, which may differ from
generally    accepted    accounting    principles.   At   December   31,   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. In
connection  with  providing investment advisory services, LMC has entered into a
sub-advisory   contract   with   the  Fund's  former  advisor,  Ariston  Capital
Management


                                        6


<PAGE>

LEXINGTON CONVERTIBLE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 (continued)

2. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATE (continued)
Corporation  ("Ariston"),  under which Ariston provides the Fund with investment
management  services. Pursuant to the terms of the sub-advisory contract between
LMC  and Ariston, LMC pays Ariston a monthly sub-advisory fee at the annual rate
of  0.75%  of  the Fund's average daily net assets up to $7 million and 0.50% of
the Fund's average daily net assets in excess of $7 million.
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 year
ended December 31, 1998.
The   Fund  reimburses  LMC  for  certain  expenses,  including  accounting  and
shareholder  servicing costs of $23,318 which are incurred by the Fund, but paid
by LMC.


3. DISTRIBUTION PLAN
The  Fund  has a Distribution Plan (the "Plan") which allows payments to finance
activities  associated  with  the  distribution  of  the Fund's shares. The Plan
provides  that  the  Fund  may  pay  distribution fees on a reimbursement basis,
including  payments  to  Lexington  Funds  Distributor, Inc. ("LFD"), the Fund's
distributor,  in  amounts  not  exceeding  0.25% per annum of the Fund's average
daily  net  assets.  Total distribution expenses for the year ended December 31,
1998 were $10,739 and are set forth in the statement of operations.


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


<TABLE>
<CAPTION>           
                                                                                   Year ended
                                                            December 31, 1998                  December 31, 1997
                                                        -------------------------------   ---------------------------------
                                                          Shares           Amount           Shares            Amount
                                                        -----------     ---------------   -------------   -----------------
<S>                                                       <C>           <C>                 <C>            <C>
Shares sold ........................................       191,038      $  2,959,165          77,731       $   1,138,145
Shares issued on reinvestment of dividends .........         1,486            19,824          16,820             247,886
                                                          --------      ------------        --------       -------------
                                                           192,524         2,978,989          94,551           1,386,031
Shares redeemed ....................................      (202,476)       (2,991,454)       (229,087)         (3,189,821)
                                                          --------      ------------        --------       -------------
Net decrease .......................................        (9,952)     $    (12,465)       (134,536)      $  (1,803,790)
                                                          ========      ============        ========       =============
</TABLE>

5. PURCHASES AND SALES OF INVESTMENT SECURITIES
The  cost  of purchases and proceeds from sales of securities for the year ended
December   31,  1998,  excluding  short-term  securities,  were  $3,380,690  and
$2,628,133, 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
$4,031,991and  aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $209,669.


                                        7


<PAGE>

LEXINGTON CONVERTIBLE SECURITIES FUND
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 (continued)

6. FEDERAL INCOME TAXES - CAPITAL LOSS CARRYFORWARDS
Capital  loss  carryforwards1  available  for  federal income tax purposes as of
December 31,1998 are $119,731 expiring in 2006.
To  the  extent  any future capital gains are offset by these losses, such gains
may not be distributed to shareholders.
1Temporary   book-tax  differences  of  $151,783  are  the  result  of  deferred
post-October losses.


7. TAX INFORMATION (UNAUDITED)
The  following  information  represents  the  designation  of  the  various  tax
benefits relating to year ended December 31, 1998:


The  percentage  of  ordinary  income  dividends  paid  by the Fund derived from
agency and direct obligations of the United States government were as follows:

           U.S. Treasury...................................... 20.60%
           Federal National Mortgage Association............... 0.91

The  Fund  designates  $1,834,  whether  taken  in  shares  or  in  cash, as 20%
long-term capital gain distributions.


The  percentage  of  investment company taxable income eligible for the dividend
received  deduction  available to certain corporate shareholders with respect to
the year ended December 31, 1998, is 13.6%.





                                        8


<PAGE>

LEXINGTON CONVERTIBLE SECURITIES FUND
FINANCIAL HIGHLIGHTS
Selected per share data for a share outstanding throughout the period:



<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                -------------------------------------------------------------------
                                                     1998          1997          1996          1995          1994
                                                -----------   -----------   -----------   -----------   -----------
<S>                                                <C>           <C>           <C>           <C>           <C>
Net asset value, beginning of period ...........   $ 15.08       $ 13.66       $  13.66      $  11.84      $  14.10
                                                   -------       -------       --------      --------      --------
 
Income from investment operations:
 Net investment income (loss) ..................         -          0.11           0.11          0.15          0.08
 Net realized and unrealized gain on
   investments .................................      0.31          1.68           0.55          2.04          0.10
                                                   -------       -------       --------      --------      --------
Total income from investment operations ........      0.31          1.79           0.66          2.19          0.18
                                                   -------       -------       --------      --------      --------
 
Less distributions: ............................
 Distributions from net investment income ......         -          (0.11)        (0.11)        (0.15)        (0.07)
 Distributions in excess of net investment
   income (temporary book-tax difference) ......         -              -              -            -         (0.05)
 Distributions from net realized gains .........     (0.03)         (0.26)        (0.55)        (0.22)        (2.32)
                                                   -------        -------      --------      --------      --------
Total distributions ............................     (0.03)         (0.37)        (0.66)        (0.37)        (2.44)
                                                   -------        -------      --------      --------      --------
Net asset value, end of period .................    $ 15.36       $ 15.08       $  13.66     $  13.66      $  11.84
                                                    =======       =======       ========     ========      ========
Total return ...................................      2.09%         13.16%          4.89%       18.63%         1.30%
 
Ratio to average net assets:
 Expenses, before reimbursement or waivers......      2.32%          2.38%          2.39%        2.52%         2.81%
 Expenses, net of reimbursement or waivers .....      2.32%          2.38%          2.39%        2.52%         2.75%
 Net investment income (loss), before
   reimbursement or waivers ....................     (0.13)%         0.79%          0.77%        1.24%         0.50%
 Net investment income (loss) ..................     (0.13)%         0.79%          0.77%        1.24%         0.56%
Portfolio turnover rate ........................     27.79%         30.47%         18.45%       11.23%        38.14%
Net assets, end of period (000's omitted) ......    $10,385        $10,345       $ 11,208     $ 11,641      $  8,117
</TABLE>

        

   The Notes to Financial Statements are an integral part of this statement.
                                        9


<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders
Lexington Convertible Securities Fund:


     We  have  audited  the accompanying statements of net assets (including the
portfolio  of  investments)  and assets and liabilities of Lexington Convertible
Securities  Fund  as  of  December 31, 1998, the related statement of operations
for  the  year  then  ended, the statements of changes in net assets for each of
the  years  in  the two-year period then ended, and the financial highlights for
each  of  the  years  in  the  five-year  period  then  ended.  These  financial
statements  and  financial  highlights  are  the  responsibility  of  the Fund's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements and financial highlights based on our audits.

     We  conducted  our  audits  in  accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements  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  Convertible  Securities  Fund as of December 31, 1998, 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  the  five-year  period  then ended in conformity with
generally accepted accounting principles.





                                                              KPMGLLP


New York, New York
February 19, 1999

                                       10


<PAGE>

LEXINGTON
INVESTOR SERVICES
- --------------------------------------
AS  A  LEXINGTON SHAREHOLDER, YOU SHOULD BE AWARE OF THE MANY SERVICES AVAILABLE
TO YOU.


NO  LOAD  -  The  Lexington  Funds  are  no load funds. That is, investments and
redemptions  are made without any sales charges, commissions or redemption fees.
                                     --------
FREE  TELEPHONE  EXCHANGE  - Investments in the Lexington Funds may be exchanged
for shares of a different Lexington Fund at any time.
                                    --------
CHECK  WRITING  PRIVILEGES  -  Lexington  Money  Market  Trust permits investors
immediate  access  to  their funds with check writing for withdrawals from their
account.
                                    --------
TAX  SHELTERED  PLANS  - IRA, Keogh, Pension, and Profit Sharing Prototype Plans
are   available   to   qualified   individuals.  These  plans  offer  investment
flexibility  through  the  Share  Exchange  Service,  simplified record keeping,
convenience and investment supervision.
                                    --------
CUSTODIAL  ACCOUNTS  FOR  MINORS  -  Investments may be made on behalf of minors
under the Uniform Gifts to Minors Act currently in effect in all states.
                                    --------
SYSTEMATIC  WITHDRAWAL  PLAN  -  An investor may elect to receive a fixed amount
from his or her account each month or quarter, subject to certain minimums.
                                    --------
COMPLETE  RECORD  KEEPING  -  A  statement  is provided for every transaction in
addition to a year-end statement with tax information.

The Lexington Group of
No Load Investment Companies

LEXINGTON WORLDWIDE EMERGING MARKETS FUND, INC.-Seeks   long-term   growth   of
capital   primarily   through  investment  in  equity  securities  of  companies
domiciled in, or doing business in, emerging countries and emerging markets.

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.-Seeks  long-term growth of capital
primarily  through investment in common stocks of companies domiciled in foreign
countries and the United States.

LEXINGTON  INTERNATIONAL  FUND,  INC.-Seeks  long-term growth of capital through
investment in companies domiciled in foreign countries.

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

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.-Seeks    long-term    capital
appreciation  through  investment in companies domiciled in the Asia Region with
a market capitalization of less than $1 billion.

LEXINGTON   RAMIREZ  GLOBAL  INCOME  FUND-Seeks  high  current  income.  Capital
appreciation  is  a  secondary  objective.  The Fund invests in a combination of
foreign and domestic high-yield, lower rated debt securities.

LEXINGTON  GOLDFUND,  INC.-Seeks capital appreciation through investment in gold
bullion and shares of gold mining companies.

LEXINGTON  GROWTH  AND  INCOME  FUND,  INC.-Seeks  capital appreciation over the
long-term  through  investments  in  the  stocks of large, ably managed and well
financed companies.

LEXINGTON  CORPORATE  LEADERS  TRUST  FUND-Seeks  capital  growth and reasonable
income  through  investment  in an equal number of shares of an established list
of American blue chip corporations.

LEXINGTON  SMALLCAP  FUND,  INC.  - Seeks long-term capital appreciation through
investment  in  common stocks of companies domiciled in the United States with a
market capitalization of less than $1 billion.

LEXINGTON  CONVERTIBLE SECURITIES FUND - Seeks total return by providing capital
appreciation,  current income and conservation of capital through investments in
a diversified portfolio of securities convertible into shares of common stock.

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

LEXINGTON  MONEY  MARKET  TRUST-Seeks  a high level of current income consistent
with  preservation  of  capital  and  liquidity  through investments in interest
bearing short-term money market instruments.

For  more complete information about any of the Lexington Funds and a prospectus
which  includes  management  fee  and expenses call the distributor toll-free at
1-800-526-0057. Read the prospectus carefully before you invest or send money.

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


                                       11

<PAGE>

LEXINGTON
CONVERTIBLE SECURITIES FUND


INVESTMENT ADVISER
- -------------------------------------------------------------------
LEXINGTON MANAGEMENT CORPORATION
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663


SUB-ADVISER
- -------------------------------------------------------------------
LEXINGTON CAPITAL MANAGEMENT CORPORATION
40 Lake Bellevue Drive--Suite 220
Bellevue, Washington 98005


DISTRIBUTOR
- -------------------------------------------------------------------
LEXINGTON FUNDS DISTRIBUTOR, INC.
P.O. Box 1515
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663



 
           ALL SHAREHOLDER REQUESTS FOR SERVICES OF
            ANY KIND SHOULD BE SENT TO:


            TRANSFER AGENT
          -----------------------------------------------
            STATE STREET BANK AND
            TRUST COMPANY
            c/o National Financial Data Services
            1004 Baltimore
            Kansas City, MIssouri 64105


            OR CALL TOLL FREE:
            SERVICE AND SALES: 1-800-526-0056
            24 HOUR ACCOUNT INFORMATION:
            1-800-526-0052
- -------------------------------------------------------------------
(800) 526-0052


                                   "LEXLINE"
                   24 hour toll-free telephone access to your
                             Lexington Fund account
                 Price/Yield o Account Balances  o Exchanges o
            Last Transactions o Total Return  o Duplicate Statements
- -------------------------------------------------------------------

This  report  has been  prepared  for the  information  of the  shareholders  of
Lexington Convertible  Securities Fund 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.

                                     [LOGO]





================================================================================
                                    LEXINGTON
================================================================================




                                   [GRAPHIC]

================================================================================
                                    LEXINGTON
                                    CONVERTIBLE
                                   SECURITIES
                                      FUND
                            ---------- o ----------
                              The Fund's investment
                           objective is total return,
                           which it seeks to achieve
                          by providing current income,
                            capital appreciation and
                            conservation of capital.
                            ---------- o ----------
                                  ANNUAL REPORT
                                DECEMBER 31, 1998

                               The Lexington Group
                                   of No Load
                              Investment Companies

================================================================================




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