LEXINGTON GLOBAL CORP LEADERS FUND INC
N-30D, 1999-03-01
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
     The  Lexington  Global  Corporate  Leaders Fund performed well in 1998. For
the  year  the  Fund  returned 19.06%* versus 14.3% for the average global fund,
according  to  Lipper,  Inc.  For  the  fourth  quarter  the Fund advanced 16.8%
against  an  industry average 1.4% according to Lipper Inc. The unmanaged Morgan
Stanley  Capital  International World Index beat most managers with a 24.8% gain
on the year, and 21.1% for the fourth quarter.

     Strong  performance  can  be  attributed to the Fund's defensive posture in
the  difficult  third  quarter.  Large  weightings in tobacco and pharmaceutical
stocks  held  up  well  in  declining markets. Technology stocks in the U.S. and
Europe also performed well throughout most of the year.

     Stocks  in  the  United  States  and  Europe continue to motor ahead. Large
company  equities  continue  to dramatically outperform small companies, as vast
amounts  of liquidity can more easily be put to use in big stocks. The growth of
index  funds  has  also  been  a  major  contributor to this phenomenon. Risk is
mounting  as  investors are exceedingly bullish. The global economy remains weak
due  to  excess capacity and high debt levels. The U.S. economy remains the sole
engine  for  the  world  economy.  Consumption  continues  to propel the economy
forward  but  this  is not sustainable. U.S. savings have now turned negative as
spending  exceeds  income.  High consumer confidence due to low unemployment and
high stock prices continues to support spending.

     The  corporate  sector  has  also been on a spending binge as private fixed
investment  continues  to  grow  rapidly  while corporate profits have weakened.
Ultimately  the  U.S. consumer will have to save more and companies will have to
slow  spending. A U.S. economic slowdown will put further pressure on the global
economy  as  the U.S. has been the buyer of last resort. The European picture is
mixed.  The manufacturing sector remains weak in Europe as it does in the United
States.  However,  consumption  remains moderate. A U.S. economic slowdown would
probably  tip  Europe  closer  toward recession. Another issue for Europe is the
birth of the Euro.

     On  January  1, 1999 the Euro was born. Eleven European nations have formed
one  currency with the U.K., Denmark and Sweden opting out. The Euro will be the
first  challenge  to  the  dollar  since  World War II. There are many potential
ramifications  to the Euro and its impact on equity prices. However, the markets
have  had years to adjust and in fact have benefitted by sharp falls in interest
rates.  One  single  currency will allow companies to be more efficient and plan
with  greater  certainty.  Conversely,  pricing  will  be more transparent which
could  pressure  profit  margins  in  certain  industries.  Lexington Management
Corporation,  the  Fund's  advisor, will continue to monitor events in Europe to
identify  the  corporate  leaders  under  this new currency. However, events are
unpredictable  and  it  is  possible  negative  news  on  the  Euro could have a
material  impact  on  the  Fund's  performance.  Elsewhere,  Japan  continues to
struggle  in  recession.  Debt  levels  have  reached  alarming  levels with all
solutions  looking  painful.  Until corporate Japan gets serious about enhancing
shareholder  value  through  restructuring, Japanese stocks will be unattractive
on a long-term view.

     The  Fund  invests in leading companies on a global basis. The Portfolio is
well  diversified  by region with the bulk invested in the United States, Europe
and  Japan  and  focuses on sectors such as consumer non-durables, cyclicals and
energy. In summary, the Portfolio takes a long-term view with


                                       1

<PAGE>

globally leading companies  throughout the world. On a short-term basis relative
performance may prove volatile;  with a portfolio quality companies enjoying low
turnover, long-term performance should be enhanced.


                                   Sincerely,


/s/ RICHARD T. SALER          /s/ ALAN H. WAPNICK       /s/ ROBERT M. DEMICHELE
- --------------------          --------------------      ----------------------
RICHARD T. SALER              ALAN H. WAPNICK          ROBERT M. DEMICHELE
Portfolio Manager             Portfolio Manager        President
February, 1999                February, 1999           February, 1999  




            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
                 LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC. AND
         THE UNMANAGED MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX


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


Year          Lexington Global    MSCI
              Corporate Leaders
                  Fund, Inc.
===========================================
12/31/88         $10,000        $10,000
12/31/89         $12,510        $11,660
12/31/90         $10,415        $ 9,679
12/31/91         $12,034        $11,449
12/31/92         $11,607        $10,856
12/31/93         $15,308        $13,294
12/31/94         $15,590        $13,969
12/31/95         $17,257        $16,863
12/31/96         $20,093        $19,136
12/31/97         $21,478        $22,152
12/31/98         $25,574        $27,646



- --------------------------------------------------------------------------------
                                          Average Annual Standard Total Returns
                                             for the Period Ended 12/31/98
                                          -------------------------------------
                    FUND/INDEX               1 YEAR        5 YEAR       10 YEAR
                    ----------               ------        ------       -------

                    Lexington Global         19.06%        10.81%         9.84%
                    Corporate Leaders Fund

                    MSCI-World Index         24.80%        15.77%        10.70%
- --------------------------------------------------------------------------------


The graph,  prepared  in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund with a similar  investment in the Morgan Stanley  Capital
International  World Index ("MSCI-World  Index").  Results for the Fund and the
MSCI-World  Index  include the  reinvestment  of all  dividend  and capital gain
distributions. 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.



*19.06%,  10.81%  and  9.84%%  are the one,  five and ten  year  average  annual
standard  total  returns,  respectiely,  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 GLOBAL CORPORATE LEADERS FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1998




<TABLE>
<CAPTION>
      NUMBER
        OF                                                            VALUE
      SHARES                         SECURITY                        (NOTE 1)
=================   =========================================   ================
<S>                 <C>                                         <C>
                    COMMON STOCKS: 97.5%
                    CANADA: 1.5%
        9,200       Four Seasons Hotels, Inc. ...............   $  269,541
                                                                ----------
                    DENMARK: 1.1%
        1,500       Tele Danmark A/S ........................      202,456
                                                                ----------
                    FRANCE: 8.9%
        3,430       Axa-UAP .................................      497,368
        7,400       Schlumberger, Ltd. - NY Shares ..........      341,325
        5,800       SEITA ...................................      363,408
        1,500       Vivendi .................................      389,366
                                                                ----------
                                                                 1,591,467
                                                                ----------
                    GERMANY: 4.2%
        2,211       DaimlerChrysler AG1 .....................      218,375
        5,800       Deutsche Bank AG ........................      341,448
        2,300       Volkswagen AG ...........................      183,666
                                                                ----------
                                                                   743,489
                                                                ----------
                    JAPAN: 10.7%
       19,000       Asahi Diamond Industries Company,
                    Ltd. ....................................       94,666
        4,200       Doutor Coffee Company, Ltd.2 ............      139,632
        8,000       Ito-Yokado Company, Ltd.2 ...............      560,301
       24,000       National House Industrial Company, Ltd. .      204,474
        4,800       Rinnai Corporation ......................       84,088
        4,900       Sony Corporation ........................      357,520
       12,000       Tokyo Electron, Ltd. ....................      456,397
                                                                ----------
                                                                 1,897,078
                                                                ----------
                    NETHERLANDS: 7.9%
        2,000       Aegon NV ................................      245,755
        9,800       Koninklijke Ahold NV ....................      362,408
        3,100       Koninklijke KPN NV ......................      155,275
        6,000       Royal Dutch Petroleum ...................      298,934
        4,200       Unilever NV - NY Shares .................      348,338
                                                                ----------
                                                                 1,410,710
                                                                ----------
                    SPAIN: 1.7%
       11,700       Tabacalera S.A. .........................      300,156
                                                                ----------
                    SWEDEN: 1.9%
       44,939       Swedish Match AB ........................      163,555
        7,500       Telefonaktiebolaget LM Ericsson
                    "Class B" ...............................      178,582
                                                                ----------
                                                                   342,137
                                                                ----------


</TABLE>
<TABLE>
<CAPTION>
      NUMBER
        OF                                                            VALUE
      SHARES                         SECURITY                        (NOTE 1)
=================   =========================================   ================
 
<S>                 <C>                                         <C>
                    SWITZERLAND: 8.4%
          174       Nestle AG ...............................   $  378,789
          210       Novartis AG .............................      412,819
           29       Roche Holding AG ........................      353,874
        1,110       UBS AG ..................................      341,046
                                                                ----------
                                                                 1,486,528
                                                                ----------
                    UNITED KINGDOM: 10.7%
       20,500       British Petroleum Company plc ...........      306,118
       24,400       British Telecommunications plc ..........      367,603
       37,300       Diageo plc ..............................      424,488
       25,400       Rio Tinto plc ...........................      295,401
       26,300       SmithKline Beecham plc ..................      367,566
        8,900       Vodafone Group plc ......................      144,524
                                                                ----------
                                                                 1,905,700
                                                                ----------
                    UNITED STATES: 40.5%
        4,700       Aluminum Company of America .............      350,444
        3,300       American Express Company ................      337,425
        6,500       American Home Products Corporation.......      366,031
        3,400       American International Group, Inc. ......      328,525
        3,900       Cisco Systems, Inc.1 ....................      362,091
        6,600       Citigroup, Inc. .........................      326,700
        4,400       Exxon Corporation .......................      321,750
        3,500       General Electric Company ................      357,219
        2,700       Intel Corporation .......................      320,034
        4,100       Johnson and Johnson .....................      343,888
        3,300       Lucent Technologies, Inc. ...............      363,000
        4,600       McDonald's Corporation ..................      352,475
        2,400       Microsoft Corporation1 ..................      332,475
        4,800       Morgan Stanley Dean Witter and
                    Company .................................      340,800
        2,800       Pfizer, Inc. ............................      351,225
        6,200       Philip Morris Companies, Inc. ...........      331,700
        3,700       Procter & Gamble Company ................      337,856
        5,100       The Coca-Cola Company ...................      341,062
        4,600       The Interpublic Group of Companies,
                    Inc. ....................................      366,850
       10,700       The Walt Disney Company .................      321,000
        4,300       Wal-Mart Stores, Inc. ...................      350,181
                                                                ----------
                                                                 7,202,731
                                                                ----------
                    TOTAL COMMON STOCKS
                    (cost $14,695,495).......................   17,351,993
                                                                ----------
</TABLE>

                                       3



<PAGE>

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1998 (continued)




<TABLE>
<CAPTION>
   NUMBER
     OF                                                            VALUE
   SHARES                        SECURITY                        (NOTE 1)
===========   =============================================   ==============
<S>           <C>                                             <C>
              PREFERRED STOCKS: 2.0%
              GERMANY: 2.0%
    1,300     Rhoen-Klinikum AG ...........................        $132,690
      480     SAP AG ......................................         229,175
                                                                 ----------
              TOTAL PREFERRED STOCKS
              (cost $381,647)..............................         361,865
                                                                 ----------


</TABLE>
<TABLE>
<CAPTION>
   NUMBER
     OF                                                            VALUE
   SHARES                        SECURITY                        (NOTE 1)
===========   =============================================   ==============
<S>           <C>                                             <C>
              TOTAL INVESTMENTS: 99.5%
              (cost $15,077,142+) (Note 1).................   $17,713,858
              Other assets in excess of liabilities: 0.5%..        88,694
                                                              -------------
              TOTAL NET ASSETS: 100.0%
              (equivalent to $9.46 per share on
              1,881,000 shares outstanding) ...............   $17,802,552
                                                              =============
</TABLE>

1 Non-income producing security.
2 Some  or  all  of  this  security  is  segregated for forward foreign currency
  contracts (Notes 1 and 6).
+ Aggregate cost for Federal income tax purposes is $15,084,166.

                  ------------------------------------------
At  December  31, 1998, the composition of the Fund's net assets by industry was
                   as follows:






<TABLE>
<S>                             <C>
Banking .......................   3.8%
Beverages .....................   1.9
Capital Equipment .............   3.1
Construction & Housing ........   1.1
Consumer Durable Goods ........   4.7
Consumer Non-durable Goods.....  16.2


</TABLE>
<TABLE>
<S>                             <C>
Electrical & Electronics ......   7.7%
Energy Sources ................   5.2
Financial Services ............  11.7
Health & Personal Care ........  13.1
Materials .....................   3.6
Merchandising .................   4.8


</TABLE>
<TABLE>
<S>                             <C>
Restaurants ...................   2.0%
Services ......................  10.8
Telecommunications ............   7.9
Tobacco .......................   1.9
Other Assets ..................   0.5
                                -----
 Total Net Assets ............. 100.0%
                                =====
</TABLE>

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

                                       4



<PAGE>

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998




<TABLE>
<S>                                                                                          <C>
ASSETS
Investments, at value (cost $15,077,142) (Note 1) ........................................   $17,713,858
Cash .....................................................................................       383,055
Receivable for investment securities sold ................................................            23
Receivable for shares sold ...............................................................         9,381
Dividends and interest receivable ........................................................        14,083
Foreign taxes recoverable ................................................................        13,698
                                                                                             -----------
   Total Assets ..........................................................................    18,134,098
                                                                                             -----------
LIABILITIES
Due to Lexington Management Corporation (Note 2) .........................................        14,705
Payable for shares redeemed ..............................................................        53,295
Distributions payable ....................................................................       144,966
Accrued expenses .........................................................................        44,371
Unrealized loss on open forward contracts (Note 6) .......................................        74,209
                                                                                             -----------
   Total Liabilities .....................................................................       331,546
                                                                                             -----------
NET ASSETS (equivalent to $9.46 per share on 1,881,000 shares outstanding) (Note 3) ......   $17,802,552
                                                                                             ===========
NET ASSETS consist of:
Capital stock-authorized 1,000,000,000
 shares, $.001 par value per share .......................................................   $     1,881
Additional paid-in capital (Note 1) ......................................................    14,842,252
Undistributed net investment income (Note 1) .............................................       334,184
Accumulated net realized gain on investments and foreign currency transactions (Note 1) ..        60,932
Unrealized appreciation of investments and foreign currency translation of other assets
and
 liabilities .............................................................................     2,563,303
                                                                                             -----------
    TOTAL NET ASSETS .....................................................................   $17,802,552
                                                                                             ===========
</TABLE>

 

   The Notes to Financial Statements are an integral part of this statement.
                                       5



<PAGE>

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1998



<TABLE>
<S>                                                                          <C>             <C>
INVESTMENT INCOME
Dividends ................................................................    $  431,713
Interest .................................................................       132,802
                                                                              ----------
                                                                                 564,515
Less: foreign tax expense ................................................        50,589
                                                                              ----------
    Total investment income ..............................................                    $  513,926
EXPENSES
   Investment advisory fee (Note 2) ......................................       249,933
   Custodian expenses ....................................................        70,505
   Transfer agent and shareholder servicing expenses (Note 2) ............        50,424
   Professional fees .....................................................        38,359
   Printing and mailing expenses .........................................        35,256
   Accounting expenses (Note 2) ..........................................        24,176
   Registration fees .....................................................        18,769
   Directors' fees and expenses ..........................................        17,760
   Computer processing fees ..............................................         7,103
   Other expenses ........................................................        16,576
                                                                              ----------
    Total expenses .......................................................                       528,861
                                                                                              ----------
     Net investment loss .................................................                       (14,935)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 4)
   Net realized gain on:
   Investments ...........................................................     5,303,730
    Foreign currency transactions ........................................       121,618
                                                                              ----------
     Net realized gain ...................................................                     5,425,348
 
  Net change in unrealized appreciation (depreciation) on:
    Investments ..........................................................       429,305
    Foreign currency translation of other assets and liabilities .........      (197,890)
                                                                              ----------
     Net change in unrealized appreciation (depreciation) ................                       231,415
                                                                                              ----------
      Net realized and unrealized gain ...................................                     5,656,763
                                                                                              ----------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .........................                    $5,641,828
                                                                                              ==========
 
</TABLE>


   The Notes to Financial Statements are an integral part of this statement.
                                       6



<PAGE>

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                                                                    1998               1997
                                                                              ----------------   ---------------
<S>                                                                           <C>                <C>
Net investment income (loss) ..............................................    $     (14,935)     $     86,901
Net realized gain from investments and foreign currency transactions               5,425,348         4,064,311
Net change in unrealized appreciation (depreciation) of investments
 and foreign currency translation .........................................          231,415        (1,492,431)
                                                                               -------------      ------------
   Increase in net assets resulting from operations .......................        5,641,828         2,658,781
Distributions to shareholders from net investment income (Note 1) .........       (1,176,896)         (262,905)
Distributions to shareholders from net realized gains from security
 transactions (Note 1) ....................................................       (3,427,660)       (4,011,033)
Decrease in net assets from capital share transactions (Note 3) ...........      (18,320,015)         (523,031)
                                                                               -------------      ------------
   Net decrease in net assets .............................................      (17,282,743)       (2,138,188)
NET ASSETS:
 Beginning of period ......................................................       35,085,295        37,223,483
                                                                               -------------      ------------
 End of period (including undistributed net investment income of
  $334,184, and distributions in excess of net investment income
  of $38,192 in 1998 and 1997, respectively)...............................    $  17,802,552      $ 35,085,295
                                                                               =============      ============
</TABLE>

  The Notes to Financial Statements are an integral part of these statements.
                                       7



<PAGE>

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997

1. SIGNIFICANT ACCOUNTING POLICIES

Lexington  Global  Corporate  Leaders Fund, Inc. (the "Fund") (formerly known as
   Lexington Global Fund, Inc.) is an
open-end   diversified   management  investment  company  registered  under  the
Investment  Company  Act of 1940, as amended. The Fund's investment objective is
to  seek  long-term  growth  of  capital  primarily through investment in common
stock  of  companies  domiciled  in foreign countries and the United States. 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 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 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.

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.

     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 that
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.


                                       8



<PAGE>

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 (continued)

1. SIGNIFICANT ACCOUNTING POLICIES (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  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. For
1998,  LMC  has  voluntarily  agreed  to  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 $54,686 that are incurred by the Fund, but paid
by LMC.

3. CAPITAL STOCK

Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
                                                                                    Year ended
                                                               December 31, 1998                   December 31, 1997
                                                       ----------------------------------   -------------------------------
<S>                                                    <C>               <C>                <C>             <C>
                                                           Shares             Amount           Shares           Amount
                                                           ------             -------          -----            ------
Shares sold ........................................         417,735      $   4,884,051         216,204      $  2,635,131
Shares issued on reinvestment of dividends .........         459,871          4,402,616         388,677         4,071,820
                                                           ---------      -------------        --------      ------------
                                                             877,606          9,286,667         604,881         6,706,951
Shares redeemed ....................................      (2,311,185)       (27,606,682)       (589,982)       (7,229,982)
                                                          ----------      -------------        --------      ------------
Net increase (decrease) ............................      (1,433,579)     $ (18,320,015)         14,899      $   (523,031)
                                                          ==========      =============        ========      ============
</TABLE>

4. INVESTMENT TRANSACTIONS

The  cost  of purchases and proceeds from sales of securities for the year ended
December  31,  1998,  excluding  short-term  securities,  were  $31,953,973  and
$51,457,543 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
$2,745,301  and  aggregate  gross  unrealized depreciation for all securities in
which there is an excess of tax cost over value amounted to $115,609.


5. INVESTMENT AND CONCENTRATION RISKS

The  Fund's  investments  in foreign securities may involve risks not present in
domestic  investments.  Since foreign securities may be denominated in a foreign
currency  and  involve  settlement  and  pay  interest  or  dividends in foreign
currencies,  changes in the relationship of these foreign currencies to the U.S.
dollar  can  significantly  affect  the value of the investments and earnings of
the  Fund.  Foreign  investments may also subject the Fund to foreign government
exchange  restrictions,  expropriation,  taxation  or other political, social or
economic  developments,  all of which could affect the market and/or credit risk
of the investments.

In  addition  to the risks described above, risks may arise from forward foreign
currency  contracts  as a result of the potential inability of counterparties to
meet the terms of their contracts.


                                       9



<PAGE>

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 (continued)

6. FORWARD FOREIGN EXCHANGE CONTRACT

At  December 31, 1998, the Fund was committed to sell foreign currency under the
following forward foreign exchange contract:



<TABLE>
<CAPTION>
                                      Contract
                                       Amount        Contract                    Unrealized
                        Settlement     (Local         Amount                       Loss at
Contract                   Date       Currency)   (U.S. Dollar)     Value     December 31, 1998
- ---------------------- ------------ ------------ --------------- ----------- ------------------
<S>                    <C>          <C>          <C>             <C>         <C>
Japanese Yen .........  03/15/99    61,798,412   $473,116        $547,325    $(74,209)
                                                                             ========
</TABLE>

7. TAX INFORMATION (UNAUDITED)

The  following  tax  information  represents  the  designation  of  various  tax
benefits relating to the year ended December 31, 1998:

The   percentage   of   investment   company  taxable  income  distributions  to
shareholders  eligible for the dividends received deduction available to certain
corporate shareholders is 4.12%.

Net  foreign  source  income  received  by  the Fund from sources within foreign
countries   and   possessions  of  the  United  States  was  $0.2702  per  share
(representing  a total of $395,740). The total amount of "qualifying" taxes paid
by  the  Fund  to  such countries was $0.0345 per share (representing a total of
$50,589).

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


<TABLE>
<S>                                                  <C>
  U.S. Treasury ..................................   1.95%
  Federal Home Loan Bank .........................   0.48
  Federal Home Loan Mortgage Corporation .........   1.41
  Federal National Mortgage Association ..........   0.01
</TABLE>

The  Fund  designates  $3,427,660,  whether  taken  in  shares  or  cash, as 20%
long-term capital gain distributions.

                                       10



<PAGE>

LEXINGTON GLOBAL CORPORATE LEADERS FUND, INC.
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 ..............................     $  10.59       $ 11.28       $ 11.32       $ 11.17        $ 13.51
                                                        --------       -------       -------       -------        -------
Income from investment operations:
 Net investment income ............................         0.99          0.03          0.01          0.09          0.02
 Net realized and unrealized gain on investments
  and foreign currency transactions ...............         1.02          0.73          1.84          1.10          0.23
                                                        --------       -------       -------       -------        -------
Total income from investment operations ...........         2.01          0.76          1.85          1.19          0.25
                                                        --------       -------       -------       -------        -------
Less distributions:
 Distributions from net investment income .........       ( 0.80)        ( 0.09)       ( 0.16)       ( 0.29)          -
 Distributions in excess of net investment
  income (temporary book-tax difference) ..........          -              -             -          ( 0.13)          -
 Distributions from net realized gains ............       ( 2.34)        ( 1.36)       ( 1.73)       ( 0.62)       ( 2.46)
 Distributions in excess of net realized
  gains (temporary book-tax difference) ...........          -              -             -             -          ( 0.13)
                                                        --------       --------      --------      --------       -------
Total distributions ...............................       ( 3.14)        ( 1.45)       ( 1.89)       ( 1.04)       ( 2.59)
                                                        --------       --------      --------      --------       -------
Net asset value, end of period ....................     $   9.46       $ 10.59       $ 11.28       $ 11.32        $ 11.17
                                                        ========       ========      ========      ========       =======
Total return ......................................        19.06%          6.90%        16.43%        10.69%         1.84%
Ratio to average net assets:
 Expenses .........................................         2.12%          1.75%         1.90%         1.67%         1.61%
 Net investment income (loss) .....................        (0.06)%         0.23%         0.11%         0.48%         0.14%
Portfolio turnover rate ...........................       137.33%        117.48%       128.05%       166.35%        83.40%
Net assets, end of period (000's omitted) .........     $ 17,803       $ 35,085      $ 37,223      $ 53,614       $67,392
</TABLE>

- --------------------------------------------------------------------------------
Independent Auditors' Report


The Board of Directors and Shareholders
Lexington Global Corporate Leaders Fund, Inc.:
     We  have  audited  the  accompanying statement of net assets (including the
portfolio  of  investments)  and  assets  and  liabilities  of  Lexington Global
Corporate  Leaders Fund, Inc. as of December 31, 1998, and 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  Global  Corporate  Leaders  Fund,  Inc.  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 in the five-year period then ended,
in conformity with generally accepted accounting principles.


                                                                   KPMG LLP


New York, New York
February 19, 1999

                                       11

<PAGE>


LEXINGTON
GLOBAL CORPORATE LEADERS FUND, INC.


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


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



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


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

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


- -------------------------------------------------------------------
(800) 526-0052


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


This  report  has been  prepared  for the  information  of the  shareholders  of
Lexington  International  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.

                                     [LOGO]





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                                    LEXINGTON
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                                   [GRAPHIC]

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                                    LEXINGTON
                                GLOBAL CORPORATE
                                     LEADERS
                                   FUND, INC.

                            ---------- o ----------
                      Seeks long-term growth of capital, 
                        primarily through investment in
                           common stocks of companies
                         domiciled in foreign countries
                            ---------- o ----------
                                  ANNUAL REPORT
                                DECEMBER 31, 1998

                               The Lexington Group
                                   of No Load
                              Investment Companies

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