LEXINGTON INTERNATIONAL FUND INC
N-30D, 1996-08-16
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Dear Shareholders:
- --------------------------------------------------------------------------------

    The Lexington International Fund enjoyed a solid second quarter appreciating
5.79%*. For the first half of 1996 the Fund had a total return of 11.98%*. These
numbers  compare  favorably  to the average  international  fund which  achieved
returns  of 3.49% for the  second  quarter  and  8.02%  during  the first  half,
according to Lipper  Analytical  Services,  Inc. The  unmanaged  Morgan  Stanley
Capital  International  EAFE Index  advanced 1.6% during the second  quarter and
4.5% for the first half.

    Lexington  International  Fund achieved above average returns due to several
factors.  Although  amounting to only 5% of the Fund,  Eastern  European  stocks
enjoyed strong returns during the quarter.  Strong growth in the region combined
with  attractive  valuations  is finally  drawing  investors'  attention  to the
region.  The recent  presidential  election victory in Russia by President Boris
Yeltsin was also key in improving  the outlook for Russia and Eastern  Europe as
well.  Japanese stock selection was strong as the Fund avoided  financial stocks
and focused on better  performing  cyclicals and smaller growth stocks.  Hedging
part of the portfolio  back into dollars also proved mildly  beneficial.  On the
negative side,  Italian equities returned an impressive 13.4% for the quarter as
favorable  elections  led to a rally in stocks  and  bonds;  however,  due to an
underweighting in Italy, the Fund only mildly participated.

    The U.S. economy clearly  accelerated during the second quarter.  Employment
growth has been well ahead of expectations  and  unemployment now stands at only
5.3%. Early signs of wage inflation portends a need for Federal Reserve monetary
tightening. U.S. equities have managed to advance over 10% during the first half
despite 30 year bond yields  rising from 6.0% to 7.2% during the same time span.
U.S.  equities  benefitted  from massive inflows into stock mutual funds as $121
billion  flowed  into U.S.  stock  funds in the first five  months of 1996.  The
record for cash inflows was $130 billion but that was for the full year of 1993.
Elsewhere,  Japanese  growth  accelerated  sharply as GDP for the second quarter
rose 12.7% which was the highest  rate in two decades.  The Japanese  economy is
finally  showing signs of life due to aggressive  monetary easing by the Bank of
Japan,  heavy  fiscal  expenditures  of $130  billion,  and a weak yen  which is
stimulating exports. If growth can be maintained Japanese corporate profits will
rise rapidly;  however,  the Bank of Japan is likely to begin  raising  interest
rates which would be negative for world liquidity.  European growth remains weak
due to double digit  unemployment.  Companies are following the American example
of  restructuring  but  this  costs  jobs as they  are  moved  out of high  cost
countries  such as Germany  and into low cost  regions  such as Eastern  Europe.
Despite  structural  economic  weakness,  European  growth is likely to  improve
somewhat  in the second  half of 1996 due to loose  monetary  policy by European
central banks,  and a better export  outlook due to a stronger U.S.  economy and
dollar.  In


                                       1

<PAGE>

conclusion,  world growth is likely to accelerate in the second half of 1996 and
into 1997.  This may have a negative  effect on world equity  markets which have
benefitted from powerful monetary stimulus.

     The  Lexington  International  Fund is  positioned  for  stronger  economic
growth.  European equity selection has favored cheap cyclicals and restructuring
companies  such as Daimler  Benz and  Hoechst in  Germany.  The Fund is slightly
overweight  Japanese  equities as profits look set for continued  strong growth.
However,  due to strong  returns over the past year,  some  positions  have been
sold. In Japan,  stock  selection  remains  biased  toward  cyclicals and growth
stocks as well as weak yen beneficiaries. Japanese banks continue to be avoided.
The emerging  markets  portion of the Fund is overweight  Eastern  Europe as its
exciting   prospects   continue  to  unfold.   The  Asian  markets  have  a  low
representation  due to poor  valuation  and interest  rates which move in tandem
with U.S. rates.  Stocks which have exceeded our price targets have been sold as
these will be most vulnerable as interest rates rise. The Fund has approximately
10% cash to take advantage of a buying opportunity as markets correct.  Finally,
due to a 10%  cash  position  in U.S.  dollars  and a  strong  rally in the U.S.
dollar,  the Fund has reduced yen hedged  positions to just 10% of the Fund.  In
the long term we expect the  Japanese  yen to  continue to weaken as its massive
trade surplus continues to shrink.

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

                                   Sincerely,

Richard T. Saler                                  Robert M. DeMichele
Portfolio Manager                                 President
July, 1996                                        July, 1996





*21.37%  and  9.50%  are the one year and since  commencement  (1/3/94)  average
annual standard total returns, respectively, for the period ended June 30, 1996.
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.




                                       2
<PAGE>

(LEFT COLUMN)

Lexington International Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
June 30, 1996 (unaudited)

Number of                                                    Value
Shares                      Security                        (Note 1)
- ----------------------------------------------------------------------
                  COMMON STOCKS: 87.7%
                  Australia: 0.9%
 27,300           QBE Insurance Group, Ltd. .............  $  162,068
                                                           ----------
                  Austria: 2.0%
  4,300           Bank Austria AG .......................     178,097
  3,000           Creditanstalt-Bankverein ..............     198,414
                                                           ----------
                                                              376,511
                                                           ----------
                  Brazil: 1.1%
 22,000           Aracruz Celulose S.A. (ADR) ...........     209,000
                                                           ----------
                  Canada: 1.5%
  6,200           Jetform Corporation ...................     116,638
 25,900           Noranda Forest, Inc. ..................     172,831
                                                           ---------- 
                                                              289,469
                                                           ---------- 

                  Chile: 2.9%
 27,850           Antofagasta Holdings Plc ..............     139,584
 16,000           Banco Osorno y La Union (ADR) .........     216,000
  7,000           Santa Isabel S.A. (ADR) ...............     194,250
                                                           ---------- 
                                                              549,834
                                                           ---------- 

                  France: 8.4%
  2,580           Alcatel Alsthom .......................     225,001
    797           Cetelem ...............................     179,106
  9,400           France Growth Fund, Inc. ..............      96,350
  5,000           Dassault Systems S.A. .................     155,625
  4,700           Lafarge ...............................     284,365
  5,800           SGS-Thomson Microelectronics N.V.1 ....     203,905
    480           Sidel S.A. ............................     122,039
  1,550           Societe Generale de Surveillance
                    Holding S.A. "B" ....................     170,399
  1,700           Synthelabo ............................     143,634
                                                           ---------- 
                                                            1,580,424
                                                           ---------- 

                  Germany: 5.7%
  7,300           Continental AG ........................     118,368
    480           Daimler-Benz AG1 ......................     256,653
  2,900           Fielmann AG (Preferred shares) ........     138,975
  1,320           G.M. Pfaff AG1 ........................      51,992
  5,100           Hoechst AG ............................     172,757
  1,070           SAP AG (Preferred shares) .............     158,537
    346           Sto AG (Preferred shares) .............     172,625
                                                           ---------- 
                                                            1,069,907
                                                           ---------- 

                  Greece: 1.1%
  3,800           Ergo Bank S.A. ........................     208,999
                                                           ---------- 

                  Hong Kong: 0.8%
173,000           National Mutual Asia, Ltd. ............     151,986
                                                           ---------- 


(RIGHT COLUMN)

Number of                                                    Value
Shares                      Security                        (Note 1)
- ----------------------------------------------------------------------
                  Hungary: 1.4%
 11,300           OTP Rt. ...............................  $  178,290
  2,000           Pick Szeged Rt. .......................      86,546
                                                           ---------- 
                                                              264,836
                                                           ---------- 

                  Indonesia: 1.7%
143,250           PT Kawasan Industrial Jababeka ........     209,394
 51,000           PT Semen Cibinong .....................     115,112
                                                           ---------- 
                                                              324,506
                                                           ---------- 

                  Ireland: 2.5%
 34,800           Allied Irish Banks Plc ................     180,984
108,800           Jefferson Smurfit Group ...............     291,595
                                                           ---------- 
                                                              472,579
                                                           ---------- 

                  Israel: 0.6%
  1,240           Koor Industries, Ltd.1 ................     105,077
                                                           ---------- 

                  Italy: 0.9%
 10,400           Bulgari SpA ...........................     165,973
                                                           ---------- 

                  Japan: 25.4%
 15,000           Amada Company, Ltd. ...................     161,496
  6,000           Amway Japan, Ltd. .....................     301,095
  3,000           CSK Corporation .......................      89,234 
  3,000           H.I.S. Company, Ltd. ..................     182,573
 25,000           Hino Motors, Ltd. .....................     260,037
 79,000           Kawasaki Steel Corporation ............     284,717
 29,000           Komatsu Forklift Company, Ltd. ........     210,355
  3,300           Maruco Company, Ltd. ..................     296,578
 10,000           Matsushita Electric Industrial
                   Company, Ltd. ........................     186,131
 14,000           Matsushita Refrigeration
                   Company, Ltd. ........................     109,599
 17,000           Matsuzakaya Company, Ltd. .............     207,847
 32,000           Mazda Motor1 ..........................     159,124
 79,000           Mitsui Engineering & Shipbuilding1 ....     240,748
      9           NTT Data Communications Systems
                   Corporation ..........................     269,343
  9,000           National House Industrial
                   Corporation ..........................     140,420
 30,000           Nippon Chemi-Con Corporation ..........     208,850
 81,000           Nippon Steel Corporation ..............     277,883
 10,000           Nitto Denko Corporation ...............     176,095
  2,900           Paris Miki, Inc. ......................     134,945
  3,000           Ryohin Keikaku Company, Ltd. ..........     270,438
  3,800           Sony Corporation ......................     249,982
 11,000           Sumitomo Forestry Company .............     160,584
 19,000           Yamato Kogyo Company, Ltd. ............     227,099
                                                           ---------- 
                                                            4,805,173
                                                           ---------- 

                                       3
<PAGE>

(LEFT COLUMN)

Lexington International Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
June 30, 1996 (unaudited) (continued)


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

                  Malaysia: 1.1%
 38,000           Malaysian Assurance Alliance Bhd ......  $  201,163
                                                           ---------- 

                  Mexico: 1.5%
 30,600           Tubos De Acero De Mexico S.A. (ADR) ...     288,788
                                                           ---------- 

                  Netherlands: 1.1%
  6,280           Philips Electronics N.V. ..............     204,063
                                                           ---------- 

                  New Zealand: 2.5%
198,800           Brierley Investments, Ltd. ............     188,090
 78,600           Carter Holt Harvey, Ltd. ..............     179,448
 35,100           Fisher & Paykel Industries, Ltd. ......     112,622
                                                           ---------- 
                                                              480,160
                                                           ---------- 

                  Norway: 2.1%
 35,500           Fokus Banken A.S.1 ....................     193,330
 13,800           Saga Petroleum A.S. ...................     202,744
                                                           ---------- 
                                                              396,074
                                                           ---------- 

                  Philippines: 1.9%
211,000           C & P Homes, Inc. .....................     183,636
420,450           Filinvest Land, Inc.1 .................     172,909
                                                           ---------- 
                                                              356,545
                                                           ---------- 

                  Poland: 3.6%
   5,05           Bank Rozwoju Eksportu S.A. ............     132,083
   8,00           Debica S.A.1 ..........................     213,702
  20,62           Elektrim Towarzystwo Handlowe S.A.1 ...     169,617
  1,246           Wedel S.A.1 ...........................      55,932
  1,340           Zaklady Piwowarski w Zywcu S.A.1 ......     103,540
                                                           ---------- 
                                                              674,874
                                                           ---------- 

                  Portugal: 1.8%
 12,700           Portugal Telecom S.A.1 ................     331,936
                                                           ---------- 

                  Russia: 0.8%
  3,800           LUKoil Holdings of Russia (ADR) .......     160,246
                                                           ---------- 

                  South Africa: 0.7%
  3,300           Rustenburg Platinum Holdings, Ltd. ....      51,467
  5,388           Rustenburg Platinum Holdings, Ltd.
                   (ADR) ................................      83,986
                                                           ---------- 
                                                              135,453
                                                           ---------- 


(RIGHT COLUMN)

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

                  Spain: 2.2%
  5,800           Repsol S.A. ...........................  $  201,474
 12,000           Telefonica de Espana ..................     220,818
                                                           ---------- 
                                                              422,292  
                                                           ---------- 

                  Sweden: 0.7%
  2,890           Astra AB ..............................     127,693
                                                           ---------- 
      
                  Switzerland: 3.4%
    180           Nestle S.A. ...........................     205,332
     37           Roche Holding AG ......................     281,923
    150           Union Bank of Switzerland .............     146,683
                                                           ---------- 
                                                              633,938
                                                           ---------- 

                  Thailand: 0.7%
 26,000           Krung Thai Bank Public
                   Company, Ltd. ........................     121,864
  2,300           Total Access Communications Plc2 ......      19,550
                                                           ---------- 
                                                              141,414
                                                           ---------- 

                  United Kingdom: 6.7%
149,600           Aegis Group Plc1 ......................     121,871
  9,700           Bluebird Toys Plc .....................      35,070
 32,600           British Telecommunications Plc ........     175,025
 17,700           D.F.S. Furniture Company Plc ..........     152,157
 27,600           Grand Metropolitan Plc ................     182,870
 12,060           RTZ Corporation Plc ...................     178,340
112,500           Tomkins Plc ...........................     423,323
                                                           ---------- 
                                                            1,268,656
                                                           ---------- 

                  TOTAL INVESTMENTS: 87.7%
                   (cost $14,988,503\'86) (Note 1) ......  16,559,637

                  Other assets in excess
                   of liabilities: 12.3% ................   2,326,454
                                                           ---------- 

                  TOTAL NET ASSETS: 100.0%
                   (equivalent to $11.87 per share on
                   1,590,996 shares outstanding) ........ $18,886,091
                                                          ===========
  1Non-income producing security.
  2Restricted security. (Note 8).
   ADR-American Depository Receipt.
(d)Aggregate cost for Federal income tax purposes is identical.

At June  30,  1996,  the  composition  of the  Fund's  net  assets  by  industry
concentration was as follows: 

COLUMN 1

Banking .......................................  10.2% 
Capital Equipment .............................   7.6
Construction & Housing ........................   1.7
Consumer  durable .............................   8.8
Consumer  non durable .........................   5.1  
Electric & Electronics ........................   5.9
Energy Sources ................................   3.0 

COLUMN 2

Financial  Services ...........................   4.9% 
Health & PersonalCare .........................   2.9
Materials .....................................  16.5
Merchandising .................................   5.8
Metals  and  Mining ...........................   0.3
Multi-industry ................................   5.0  
Real Estate ...................................   2.0

COLUMN 3

Services ......................................   3.1%
Telecommunications ............................   4.0
Trade .........................................   0.9
Other assets ..................................  12.3
                                                -----  
  Total Net Assets                              100.0%
                                                =====  
                                                        
The Notes to Financial Statements are an integral part of this statement.

                                       4

<PAGE>

Lexington International Fund, Inc.
Statement of Assets and Liabilities
June 30, 1996 (unaudited)

Assets

Investments, at value (cost $14,988,503) (Note 1) ................  $16,559,637
Cash .............................................................    2,202,527
Receivable for investment securities sold ........................      204,145
Receivable for shares sold .......................................       35,273
Dividends and interest receivable ................................       38,727
Foreign taxes recoverable ........................................       25,478
Unrealized gain on open forward contracts (Note 7) ...............       69,951
Deferred organization expenses, net (Note 1) .....................       27,144
                                                                    -----------
      Total Assets ...............................................   19,162,882
                                                                    -----------
Liabilities
Due to Lexington Management Corporation (Note 2) .................       15,079
Payable for investment securities purchased ......................      208,339
Payable for shares redeemed ......................................        1,428
Accrued expenses .................................................       51,945
                                                                    -----------
      Total Liabilities ..........................................      276,791
                                                                    -----------
Net Assets (equivalent to $11.87 per share on 
  1,590,996 shares outstanding) (Note 4) . .......................  $18,886,091
                                                                    ===========

Net Assets consist of:
Capital stock-authorized 1,000,000,000 shares,
 $.001 par value per share .......................................  $     1,591
Additional paid-in capital (Note 1) ..............................   15,644,561
Accumulated deficit (Note 1) .....................................     (182,397)
Accumulated net realized gains on investments
 and foreign currency holdings (Note 1) ..........................    1,781,702
Unrealized appreciation of investments and 
 foreign currency holdings .......................................    1,640,634
                                                                    -----------
                      
      Total Net Assets ...........................................  $18,886,091
                                                                    ===========

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

                                       5

<PAGE>

<TABLE>
<CAPTION>

Lexington International Fund, Inc.
Statement of Operations
Six months ended June 30, 1996 (unaudited)

<S>                                                                 <C>              <C>    
Investment Income
Dividends .......................................................... $  232,517
Interest ...........................................................     32,099
                                                                     ----------
 ...................................................................    264,616
Less: foreign tax expense ..........................................     31,603
                                                                     ----------
   Total investment income .........................................                  233,013

Expenses
 Investment advisory fee (Note 2) ..................................     97,040
 Custodian fees ....................................................     46,858
 Distribution expenses (Note 3) ....................................     24,084
 Printing and mailing ..............................................     14,179
 Transfer agent and shareholder servicing
 expenses (Note 2) .................................................     14,167
 Registration fees .................................................      9,099
 Accounting expense (Note 2) .......................................      8,384
 Directors' fees and expenses ......................................      7,056
 Professional fees .................................................      7,024
 Amortization of organization costs (Note 1) .......................      4,769
 Other expenses ....................................................      9,901
                                                                     ----------
   Total expenses ..................................................                  242,561
                                                                                   ----------
    Net investment loss ............................................                   (9,548)

Realized and Unrealized Gain on Investments (Note 5)
 Net realized gain on:
   Investments .....................................................  1,244,938
   Foreign currency transactions ...................................    477,220
                                                                     ----------
    Net realized gain ..............................................                1,722,158
 Net change in unrealized appreciation on :
   Investments .....................................................    548,165
   Foreign currency translations of other assets and liabilities ...    (69,499)
                                                                     ----------
    Net change in unrealized appreciation ..........................                  478,666
                                                                                   ----------
    Net realized and unrealized gain ...............................                2,200,824
                                                                                   ----------
Increase in Net Assets Resulting from Operations ...................               $2,191,276
                                                                                   ==========
</TABLE>


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

                                       6

<PAGE>

<TABLE>
<CAPTION>

Lexington International Fund, Inc.
Statements of Changes in Net Assets

                                                                     Six months
                                                                       ended               Year ended
                                                                   June 30, 1996          December 31,
                                                                    (unaudited)               1995
                                                                    ------------          -----------
<S>                                                                     <C>                  <C>      
Net investment loss ..............................................      $(9,548)             $(20,029)
Net realized gain from investments and foreign       
 currency transactions ...........................................    1,722,158               511,634
Increase in unrealized appreciation of investments and
 foreign currency translations ...................................      478,666               500,347
                                                                    ------------          -----------
   Increase in net assets resulting from operations ..............    2,191,276               991,952
Distributions to shareholders from net investment income .........         -                 (398,985)
Distributions to shareholders in excess
 of net investment income (Note 1) ...............................         -                 (172,849)
Distributions to shareholders from net
 realized gains from security transactions .......................         -                  (33,076)
Decrease in net assets from capital share transactions (Note 4) ..   (1,159,824)             (375,760)
                                                                    ------------          -----------
   Net increase in net assets ....................................    1,031,452                11,282

Net Assets:
 Beginning of period .............................................   17,854,639            17,843,357
                                                                    ------------          -----------
 End of period (including accumlated deficit
 of $182,397 and distributions in excess of
 net investment income of $172,849, respectively) ................  $18,886,091           $17,854,639
                                                                    ============          ===========
</TABLE>


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

<PAGE>

Lexington International Fund, Inc.
Notes to Financial Statements
June 30, 1996 (unaudited) and December 31, 1995


1.  Significant Accounting Policies

Lexington  International  Fund,  Inc.  (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 to seek long-term growth of
capital  through  investment  in common  stocks  and  equivalents  of  companies
domiciled  in foreign  countries.  The  following  is a summary  of  significant
accounting  policies  followed by the Fund in the  preparation  of its financial
statements:

    Investments  Security  transactions are accounted for on a trade date basis.
Realized  gains and losses  from  investment  transactions  are  reported on the
identified  cost basis.  Securities  traded on a recognized  stock  exchange are
valued at the last sales price  reported by the exchange on which the securities
are traded.  If no sales price is  recorded,  the mean  between the last bid and
asked  prices is used.  Securities  traded on the  over-the-counter  market  are
valued at the mean  between  the last  current bid and asked  price.  Short-term
securities  having  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.

    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  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, 1995 reclassifications
were  made  to  the  Fund's  capital  accounts  to  reflect  permanent  book/tax
differences  and income and gains available for  distributions  under income tax
regulations.  Net investment  income, net realized gains and net assets were not
affected by this change.

    Deferred  Organization  Expenses  Organization  expenses aggregating $48,067
have been deferred and are being  amortized on a  straight-line  basis over five
years.



                                       8
<PAGE>

Lexington International Fund, Inc.
Notes to Financial Statements
June 30, 1996 (unaudited) and December 31, 1995 (continued)


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.  The
investment advisory contract provides that the total annual expenses of the Fund
(including management fees, but excluding interest, taxes, brokerage commissions
and extraordinary expenses) will not exceed the level of expenses which the Fund
is permitted to bear under the most restrictive  expense  limitation  imposed by
any state in which shares of the Fund are offered for sale. No reimbursement was
required for the six months ended June 30, 1996.

The Fund also  reimburses  LMC for certain  expenses,  including  accounting and
shareholder servicing costs of $17,589, 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 Fund  Distributors,  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 six months ended June 30,
1996 were $24,084 and are set forth in the statement of operations.

<TABLE>
<CAPTION>

4.  Capital Stock

Transactions in capital stock were as follows:               Six months ended            
                                                               June 30, 1996          Year ended
                                                                (unaudited)       December 31, 1995
                                                           --------------------   -----------------
                                                           Shares      Amount         Shares     Amount
                                                           ------      ------         ------     ------
<S>                                                         <C>        <C>            <C>        <C>

Shares sold                                                248,994   $2,764,826       179,998  $1,853,463
Shares issued on reinvestment
 of dividends                                                 -            -           39,453     417,018
                                                           -------   ----------       -------  ----------
                                                           248,994    2,764,826       219,451   2,270,481
Shares redeemed                                           (343,125)  (3,924,650)     (255,544) (2,646,241)
                                                           -------   ----------       -------  ----------
Net decrease                                               (94,131) $(1,159,824)      (36,093)  $(375,760)
                                                           =======   ==========       =======  ==========
</TABLE>

5.  Purchases and Sales of Investment Securities

The cost of purchases and proceeds  from sales of securities  for the six months
ended June 30,  1996,  excluding  short term  securities,  were  $9,022,164  and
$10,536,105, respectively.

At June 30, 1996, aggregate gross unrealized appreciation for all securities and
foreign currency holdings (including foreign currency  receivables and payables)
in which there is an excess of value over tax cost  amounted to  $2,118,177  and
aggregate gross unrealized  depreciation for all securities and foreign currency
holdings  in which  there  is an  excess  of tax cost  over  value  amounted  to
$477,543.

                                       9
<PAGE>

Lexington International Fund, Inc.
Notes to Financial Statements
June 30, 1996 (unaudited) and December 31, 1995 (continued)


6.  Investment 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
ecnomic 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.

7. Forward Foreign Exchange Contracts

At June 30, 1996,  the Fund was committed to sell foreign  currencies  under the
following forward foreign exchange contracts:
                                                                      Unrealized
                  Settlement     Contract     Contract     Current      Gain at
   Security          Date         Amount        Rate         Rate       6/30/96
   --------       ----------     --------     --------     -------    ----------
Japanese Yen ....  07/08/96     $ 659,596      102.915      109.680     $40,684
Japanese Yen ....  09/10/96       180,674      105.350      108.620       5,439
Japanese Yen ....  10/11/96     1,035,841      105.695      108.160      23,607
Japanese Yen ....  01/06/97        65,525      106.460      106.820         221
                                                                        -------
                                                                        $69,951
                                                                        =======

8.  Restricted Securities

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

                             Acquisition   Average cost     Market     % of Net
    Security                    Date        per share       Value       Assets 
    --------                 -----------   ------------     ------     --------
Total Access
Communicatons Plc ........    09/28/95        $7.55        $19,550       0.10%


Pursuant  to  guidelines  adopted  by  the  Fund's  Board  of  Directors,  these
unregistered  securities  have been deemed to be  illiquid.  The Fund  currently
limits  investment in illiquid  securities  to 15% of the Fund's net assets,  at
market value, at the time of purchase,  but, pursuant to state regulations,  the
Fund's investment in such securities is effectively limited to 10%.


                                       10

<PAGE>

Lexington International Fund, Inc.
Financial Highlights
Selected per share data for a share outstanding throughout the period:

<TABLE>
<CAPTION>
                                                                         Six months
                                                                           ended           Year ended December 31,
                                                                       June 30, 1996       ----------------------- 
                                                                        (unaudited)            1995     1994
                                                                       -------------           ----     ----
<S>                                                                    <C>                     <C>      <C>    

Net asset value, beginning of period ...................................   $10.60             $10.37   $10.00
                                                                           ------             ------   ------
Income (loss) from investment operations:
  Net investment loss ..................................................    (0.01)             (0.01)   (0.08)
  Net realized and unrealized gain on investments and foreign
    currency holdings ..................................................     1.28               0.61     0.67
                                                                           ------             ------   ------
  Total income from investment operations ..............................     1.27               0.60     0.59
                                                                           ------             ------   ------
Less distributions:
  Dividends in excess of net investment income (temporary book-
    tax difference) ....................................................       -               (0.35)      -
  Distributions from net realized capital gains ........................       -               (0.02)   (0.10)
  Distributions in excess of net realized capital gains
    (temporary book-tax difference) ....................................       -                  -     (0.12)
                                                                           ------             ------   ------
  Total distributions ..................................................       _               (0.37)   (0.22)
                                                                           ------             ------   ------
Net asset value, end of period .........................................   $11.87             $10.60   $10.37
                                                                           ------             ------   ------
Total return ...........................................................   25.62%*             5.77%    5.87%
Ratio to average net assets:
  Expenses .............................................................    2.50%*             2.46%    2.39% 
  Net investment loss ..................................................   (0.10%)*           (0.12%)  (0.94%)
Portfolio turnover rate ................................................  102.97%*           137.72%  100.10% 
Average commissions paid on equity security transactions ...............    $0.02                -        -
Net assets at end of period (000's omitted) ............................  $18,886            $17,855  $17,843

</TABLE>
*Annualized.



                                       11
<PAGE>



Lexington
International 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 * Account Balances * Exchanges *
    Last Transactions * Total Return * 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.

                   ---------------------------------------------
                                    LEXINGTON



                                    LEXINGTON
                                  INTERNATIONAL
                                   FUND, INC.

                        _______________ X ______________

                       Seeks long-term growth of capital,
                         primarily through investment in
                           common stocks of companies
                         domiciled in foreign countries.

                        _______________ X ______________

                               SEMI-ANNUAL REPORT
                                  JUNE 30, 1996
                               The Lexington Group
                                   of No Load
                              Investment Companies

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




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