LEXINGTON INTERNATIONAL FUND INC
N-30D, 1998-02-27
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------

      The Lexington International Fund fell 10.7%* during the fourth quarter and
returned  1.6%* for 1997.  According  to Lipper  Analytical  Services,  Inc. the
average  international  fund declined 7.7% for the quarter and appreciated  5.5%
for the year. The unmanaged Morgan Stanley Capital  International EAFE Index saw
a 7.8% drop during the fourth  quarter.  The unmanaged  EAFE Index advanced 1.8%
for all of 1997.

      The Fund underperformed due to sharp declines in international  markets in
the fourth quarter. Asian turmoil impacted cyclical shares of which the Fund had
a relatively high  concentration.  Given the long term nature and seriousness of
the Asian meltdown cyclical positions were dramatically  reduced.  On a positive
note,  sharp  corrections  in Japanese  and other Asian  equities  were  largely
avoided due to the Fund's low weighting in this region.

      The current investment  environment is quite volatile. The Asian contagion
has not  been  resolved  and the  situation  remains  very  serious,  with  many
economies in the region  likely to  experience  a severe  negative GDP growth in
1998.  Compounding the problem is a weak Japanese economy, which is bordering on
slipping into a recession.  China will also prove very  important.  A relatively
strong  currency and  shrinking  export  markets will cause a sharp  slowdown in
China's  economy.  If  China  were to  devalue  its  currency,  a new  round  of
competitive devaluations could be set in motion.

      The Fund continues to favor European  equities.  European companies should
enjoy  high  productivity  levels  for years to come as  companies  restructure.
Rising  productivity  will drive  strong  earnings  growth  even within a modest
economic  growth  scenario.  Within  Europe,  cyclical  shares  are  now a small
proportion  of the  Fund  as we fear  that  the  Asian  economic  weakness  will
particularly hurt cyclical business in Europe and throughout the world.  Favored
stocks  are  those in  defensive  sectors--food  and  beverage,  utilities,  and
pharmaceuticals.

      Japanese stocks now provide  outstanding  value,  although the outlook for
the Japanese  economy remains poor.  However,  sentiment in Japan,  already very
negative,  is discounted in current stock prices.  Retail and housing stocks are
especially  cheap. Many have net cash on their balance sheets and trade at steep
discounts to book value. If the government  announces additional fiscal stimulus
measures,  these stocks will be re-rated sharply higher. Emerging markets remain
unattractive with the exception of Asia. Obviously,  given the collapse of Asian
stock and currency markets, opportunities are now available. Positions in export
and cash rich companies will be added in this region.  Latin America will suffer
as  falling  commodity  prices  weaken  government  budgets  and  foreign  trade
accounts.  Vulnerable  currencies  and high  interest  rates will slow  economic
activity in Latin America, and earnings  disappointments will be a major risk to
equities.

                                       1
<PAGE>


      In conclusion,  1997 was a tale of two regions, strong returns in the west
and sharp declines in the east. Although the outlook for western markets remains
positive,  returns  cannot be expected to follow the strong path of the past few
years.  Asian  problems will become the world's,  and this will limit returns in
Europe and the Americas. However, given the enormous declines in Asia, investors
have an  opportunity to reap high returns in this region over the next few years
and your fund will selectively  build positions in this area while maintaining a
more defensive stance in the emerging markets,  concentrating on those companies
and industries that will benefit from corporate restructuring themes.

                                      Sincerely,




/s/ Richard T. Saler                                     /s/ Robert M. DeMichele
- ---------------------------                              -----------------------
    Richard T. Saler                                         Robert M. DeMichele
    Portfolio Manager                                        President
    February, 1998                                           February, 1998

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

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                     LEXINGTON INTERNATIONAL FUND, INC. AND
        THE UNMANAGED MORGAN STANLEY CAPITAL INTERNATIONAO (EAFE) INDEX


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


                    Lexington
Year              International          EAFE
                       Fund
======================================================
1/3/94               $10,000            $10,000
12/31/94             $10,587            $10,778
12/31/95             $11,198            $11,986
12/31/96             $12,717            $12,711
12/31/97             $12,922            $12,937


                      AVERAGE ANNUAL STANDARD TOTAL RETURNS
                         FOR THE PERIOD ENDED 12/31/97
FUND/INDEX               1 YEAR         SINCE INCEPTION
                                             1/3/94
- ----------               ------         ---------------
Lexington International
Fund                      1.61%                6.63%

MSCI-(EAFE) Index         1.78%                6.65%


This 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  (EAFE) Index. Results for the FUnd and the Morgan Stanley Capital
International  (EAFE) Index include the reinvestment of all dividend and capital
gain distributions.  The FUnd commenced operations on 1/3/94.  Investment return
and principal value of an investment will fluctuate so that an investor's shares
when  redeemed  may be worth  more or less than at their  original  cost.  Total
return  represents  past  performance  and it is not predictive of future market
results.

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

*1.61% and 6.63% are the one year and since commencement (1/3/94) average annual
standard  total returns,  respectively,  for the period ended December 31, 1997.
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  INTERNATIONAL  FUND,  INC.  
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
 December 31,1997 

NUMBER                                         VALUE
SHARES               SECURITY                 (NOTE 1)
- --------------------------------------------------------------------------------

              COMMON STOCK: 84.1%

              AUSTRALIA: 4.1%
  322,400     Foster's Brewing Group, Ltd..$    613,389
   47,406     QBE Insurance Group, Ltd. ...     213,344
                                           ------------

                                                826,733
                                           ------------
              AUSTRIA: 3.3%
    2,900     Boehler - Uddeholm AG .......     169,748
    2,550     Wienerberger 
                Baustoffindustrie AG ......     488,801
                                           ------------
                                                658,549
                                           ------------
              BELGIUM: 2.1%
    1,790     Electrabel S.A. .............     414,044
                                           ------------

              CANADA: 7.1%
   10,100     Bombardier, Inc. "B" ........     207,502
   10,700     Hudson's Bay Company ........     238,148
   24,600     Imax Corporation2 ...........     535,050
   19,500     Tarragon Oil & Gas, Ltd.2 ...     152,619
   57,600     Yogen Fruz World-Wide, Inc.2.     283,770
                                           ------------
                                              1,417,089
                                           ------------
              FRANCE: 5.6%
    2,080     Alcatel Alsthom .............     264,501
    2,800     Axa-UAP .....................     216,754
    5,300     Elf Aquitaine S.A. (ADR) ....     310,713
    1,930     Sidel S.A. ..................     128,007
   13,500     Usinor ......................     195,009
                                           ------------
                                              1,114,984
                                           ------------
              GERMANY: 5.9%
    1,900     Allianz AG ..................     492,424
    7,400     Deutsche Bank AG ............     522,679
    2,100     Hoechst AG ..................      73,580
    7,500     Rofin - Sinar Technologies,
                Inc.2 .....................      90,938
                                           ------------
                                              1,179,621
                                           ------------

              HONG KONG: 0.6%
  280,000     JCG Holdings, Ltd. ..........     120,156
                                           ------------

              HUNGARY: 0.2%
    1,000     Zalakeramia Rt. .............      46,421
                                           ------------

              INDONESIA: 1.3%
   67,000     PT Hanjaya Mandala Sampoerna.      50,602
  200,500     PT Tambang Timah ............     215,284
                                           ------------
                                                265,886
                                           ------------

              IRELAND: 4.1%
   26,300     Allied Irish Banks Plc ......     254,906
    7,800     Elan Corporation Plc (ADR)2 .     399,263
   34,000     Ryanair Holdings Plc2 .......     161,376
                                           ------------
                                                815,545
                                           ------------

  NUMBER OF                                      VALUE
   SHARES                SECURITY              (NOTE 1)
- --------------------------------------------------------------------------------


              ITALY: 0.9%
   27,300     Telecom Italia SpA ..........$    174,733
                                           ------------

              JAPAN: 7.1%
    4,700     Acom Company, Ltd. ..........     260,265
    5,800     Amway Japan, Ltd. ...........     111,520
    4,000     Doutor Coffee Company, Ltd. .     103,060
    2,200     Maruco Company, Ltd. ........      12,013
   16,000     Mitsubishi Estate Company, ..     174,741
   21,000     Mitsui Fudosan Company, Ltd..     203,505
   99,000     Nippon Steel Corporation ....     146,953
    2,100     Sony Corporation ............     187,354
    2,100     Tiemco, Ltd. ................      21,320
   18,000     Toshiba Corporation .........      75,172
   19,000     Yamato Kogyo Company, Ltd. ..     114,712
                                           ------------
                                              1,410,615
                                           ------------

              MALAYSIA: 0.8%
   46,000     Highlands and Lowlands Bhd ..      47,036
   44,000     Kuala Lumpur Kepong Bhd .....      94,390
   46,000     Magnum Corporation Bhd ......      27,653
                                           ------------
                                                169,079
                                           ------------

              NETHERLANDS: 0.2%
    1,200     Koninklijke Ahrend Groep NV .      37,707
                                           ------------

              NEW ZEALAND: 1.8%
  274,800     Brierley Investments, Ltd. ..     196,263
   81,300     Fletcher Challenge Building .     166,169
                                           ------------
                                                362,432
                                           ------------

              NORWAY: 2.0%
   22,600     Saga Petroleum AS ...........     389,328
                                           ------------

              PHILIPPINES: 0.5%
  836,300     C & P Homes, Inc. ...........      49,467
  107,500     Ionics Circuit, Inc. ........      44,456
                                           ------------
                                                 93,923
                                           ------------

              POLAND: 0.2%
      752     Wedel S.A. ..................      38,614
                                           ------------

              SINGAPORE: 0.5%
   35,000     Keppels Fels Limited ........      97,630
                                           ------------

              SPAIN: 2.8%
    5,500     Adolfo Dominguez S.A.2 ......     159,679
    3,200     Banco Popular Espanol .......     223,599
    2,200     Tele Pizza S.A. (2) .........     177,541
                                           ------------
                                                560,819
                                           ------------


                                       3
<PAGE>

LEXINGTON INTERNATIONAL FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31,1997 (continued)

  NUMBER OF                                        VALUE
   SHARES                SECURITY                 (NOTE 1)
- --------------------------------------------------------------------------------

              SWEDEN: 6.6%
   24,900     Castellum AB2 ..................$     247,922
   45,600     Fastighets AB Hufvudstaden .....      175,288
   26,000     Industrial & Financial Systems,
                IFS AB1,2 ....................      180,229
   10,200     Skandinaviska Enskilda Banken ..      129,198
    8,400     SKF AB .........................      178,918
  124,000     Swedish Match AB ...............      414,148
                                               ------------
                                                  1,325,703
                                               ------------

              SWITZERLAND: 6.3%
      175     Nestle AG ......................      262,641
      290     Novartis AG ....................      471,221
      340     Rentenanstalt- Societe Suisse
                Assurances Vie ...............      267,375
      350     Saurer AG2 .....................      254,362
                                               ------------


                                                  1,255,599
                                               ------------

              UNITED KINGDOM: 20.1%
  127,900     Aegis Group Plc ................      144,156
   17,700     Beazer Group Plc ...............       47,035
   25,400     Capita Group Plc ...............      154,217
   23,600     D.F.S. Furniture Company Plc ...      200,370
  130,500     George Wimpey Plc ..............      227,608
   18,100     Glaxo Welcome Plc ..............      428,261
   18,300     Harvey Nichols Plc .............       57,963
    8,000     Oriflame International S.A. ....       58,576
   19,800     PizzaExpress Plc ...............      244,342
   62,800     Polypipe Plc ...................      181,346
   23,100     Provident Financial Plc ........      302,930
   46,800     Regent Inns Plc ................      253,731
   19,700     Royal Bank of Scotland Group Plc      252,184
   13,360     RTZ Corporation Plc ............      164,649
   67,000     Tomkins Plc ....................      313,087
   16,200     United Utilities Plc ...........      209,246
   45,800     Vodafone Group Plc .............      334,219
   29,500     Whitbread Plc ..................      428,845
                                               ------------
                                                  4,002,765
                                               ------------

              TOTAL COMMON STOCK
              (cost $16,628,933) .............   16,777,975
                                               ------------

NUMBER OF SHARES
     OR                                           VALUE
PRINCIPAL AMOUNT         SECURITY                (NOTE 1)
- --------------------------------------------------------------------------------

              PREFERRED STOCK: 1.2%

              CHILE: 0.6%
    8,300     Banco Santander (ADR) .......... $    117,238
                                               ------------

              GERMANY: 0.6%
      346     Sto AG .........................      125,080
                                               ------------

              TOTAL PREFERRED STOCK
              (cost $288,346) ................      242,318
                                               ------------

              SHORT-TERM INVESTMENT: 15.0%

              U.S. GOVERNMENT AGENCY
              OBLIGATION
$3,000,000    Federal Home Loan Mortgage
                Corp., 4.75%, due 1/2/98
                (cost $2,999,604) ............    2,999,604
                                               ------------

              TOTAL INVESTMENTS: 100.3%
              (cost $19,916,883+) (Note 1) ...   20,019,897

              Liabilities in excess of other
                assets: (.3%) ................      (70,780)
                                               ------------

              TOTAL NET ASSETS: 100.0%
                (equivalent to $10.10 per
                share on 1,975,043 shares
                outstanding) ................. $ 19,949,117
                                               ============

   1 Restricted Security (Note 8).
   2 Non-income producing security.
   ADR - American Depository Receipt.
   + Aggregate cost for Federal income tax purposes is $20,015,669.

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

At December 31, 1997,  the  composition of the Fund's net assets by industry was
as follows:

Banking ............................            7.5%
Capital Equipment ..................            5.8
Construction & Housing .............            1.6
Consumer Durable Goods .............            1.1
Consumer Non-durable Goods .........           11.6
Electrical & Electronics ...........            1.5
      Energy Sources ...............            4.3
Financial Services .................            9.4%
Health &Personal Care ..............            6.8
Materials ..........................           10.4
Merchandising ......................            5.4
Multi-Industry .....................            2.7
Real Estate ........................            4.0
Services ...........................            5.4
Telecommunications .................            3.9%
Transportation .....................            0.8
U.S. Government
  Agency Obligation ................           15.0
Utilities ..........................            3.1
Other Liabilities ..................           (0.3)
                                              -----
  Total Net Assets .................          100.0%
                                              =====

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

                                       4
<PAGE>
<TABLE>
<CAPTION>

LEXINGTON INTERNATIONAL FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997

ASSETS
<S>                                                                                          <C>   
Investments, at value (cost $19,916,883) (Note 1) ..................................   $ 20,019,897
Cash ...............................................................................         33,198
Receivable for investment securities sold ..........................................         89,795
Receivable for shares sold .........................................................          2,125
Dividends and interest receivable ..................................................         22,645
Foreign taxes recoverable ..........................................................         17,124
Unrealized gain on open forward contracts (Note 7) .................................         93,458
Deferred organization expense, net (Note 1) ........................................         12,213
                                                                                       ------------
       Total Assets ................................................................     20,290,455
                                                                                       ------------

LIABILITIES
Due to Lexington Management Corporation (Note 2) ...................................         36,125
Payable for investment securities purchased ........................................         75,867
Payable for shares redeemed ........................................................          2,906
Distributions payable ..............................................................        190,060
Accrued expenses ...................................................................         36,380
                                                                                       ------------
       Total Liabilities ...........................................................        341,338
                                                                                       ------------
NET ASSETS (equivalent to $10.10 per share on 1,975,043 shares outstanding) (Note 4)   $ 19,949,117
                                                                                       ============

NET ASSETS consist of:
Capital stock -- authorized 500,000,000 shares,
 $.001 par value per share .........................................................   $      1,975
Additional paid in capital (Note 1) ................................................     19,980,314
Distributions in excess of net investment income (Note 1) ..........................        (81,791)
Accumulated net realized loss on investments and foreign currency holdings (Note 1)        (144,602)
Unrealized appreciation on investments and foreign currency holdings ...............        193,221
                                                                                       ------------
       TOTAL NET ASSETS ............................................................   $ 19,949,117
                                                                                       ============
</TABLE>

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

                                       5
<PAGE>


LEXINGTON INTERNATIONAL FUND, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1997
<TABLE>
<CAPTION>

INVESTMENT INCOME
<S>                                                                     <C>      
Dividends ...........................................................   $ 434,624
Interest ............................................................     100,643
                                                                        ---------
                                                                          535,267
Less: foreign tax expense ...........................................      54,249
                                                                        ---------
         Total investment income ....................................                   $ 481,018

EXPENSES
   Investment advisory fee (Note 2) .................................     210,897
   Custodian expense ................................................      73,087
   Transfer agent and shareholder servicing expense (Note 2) ........      29,663
   Printing and mailing expenses ....................................      28,778
   Accounting expenses (Note 2) .....................................      22,987
   Registration fees ................................................      18,553
   Distribution expense (Note 3) ....................................      15,399
   Directors' fees and expenses .....................................      15,271
   Professional fees ................................................      13,960
   Amortization of organization costs (Note 1) ......................       9,635
   Computer processing fees .........................................       6,550
   Other expenses ...................................................       9,684
                                                                        ---------
      Total expenses ................................................     454,464
      Less: expenses recovered under contract with
         investment adviser (Note 2) ................................      85,093         369,371
                                                                        ---------      ----------
      Net investment income .........................................                     111,647

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 5)
Net realized gain on:
      Investments ...................................................   1,415,864
      Foreign currency transactions .................................     108,486
                                                                        ---------
         Net realized gain ..........................................                   1,524,350

Net change in unrealized appreciation on:
      Investments ...................................................  (1,451,348)
      Foreign currency translation of other assets and liabilities ..     105,051
                                                                        ---------
         Net change in unrealized appreciation ......................                  (1,346,297)
                                                                                       ----------
           Net realized and unrealized gain .........................                     178,053
                                                                                       ----------

INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................                  $  289,700
                                                                                       ==========
</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
Years ended December 31, 1997 and 1996
                                                                                        1997            1996
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>          
Net investment income (loss) ...................................................   $    111,647    $    (73,734)
Net realized gain from investments and foreign currency transactions ...........      1,524,350       2,161,800
Net change in unrealized appreciation of investments
   and foreign currency translation ............................................     (1,346,297)        377,550
                                                                                   ------------    ------------
      Net increase in net assets resulting from operations .....................        289,700       2,465,616

Distributions to shareholders from net investment income .......................       (245,229)       (319,185)
Distributions to shareholders from net realized gains from
security transactions (Note 1) .................................................     (1,451,487)     (1,538,614)
Increase in net assets from capital share transactions (Note 4) ................      2,465,165         428,512
                                                                                   ------------    ------------

      Net increase in net assets ...............................................      1,058,149       1,036,329

NET ASSETS:
   Beginning of period .........................................................     18,890,968      17,854,639
                                                                                   ------------    ------------
   End of period (including distributions in excess of net investment
   income of $81,791 and $56,485, 1997 and 1996, respectively) .................   $ 19,949,117    $ 18,890,968
                                                                                   ============    ============
</TABLE>

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

                                       7
<PAGE>
LEXINGTON INTERNATIONAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996

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 price 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 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.

     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  which
may differ from generally accepted accounting principles.  At December 31, 1997,
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.

     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
December 31, 1997 and 1996 (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 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
1997,  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 1.75% of the Fund's  average
daily net assets.  Total  reimbursement  was $85,093 for the year ended December
31, 1997, and is set forth in the statement of operations.

The  Fund  reimbursed  LMC  for  certain  expenses,   including  accounting  and
shareholder  servicing costs of $37,887 which are incurred by the Fund, but paid
by LMC.

3. DISTRIBUTION PLAN

The Fund has a Distribution  Plan (the "Plan") which allows  payments to finance
activities  associated  with the  distribution  of the Fund's  shares.  The Plan
provides  that the  Fund may pay  distribution  fees on a  reimbursement  basis,
including  payments to Lexington Funds  Distributor,  Inc.  ("LFD"),  the Fund's
distributor,  in amounts  not  exceeding  0.25% per annum of the Fund's  average
daily net assets.  Total  distribution  expenses for the year ended December 31,
1997 were $15,399 and are set forth in the statement of operations.

4. CAPITAL STOCK
<TABLE>
<CAPTION>

Transactions in capital stock were as follows:
                                                                  Year ended                    Year ended
                                                               December 31, 1997             December 31, 1996
                                                            ----------------------       -----------------------
                                                             Shares       Amount          Shares        Amount
                                                            --------    ----------       --------     ----------
<S>                                                          <C>        <C>               <C>         <C>       
Shares sold .............................................    305,117    $3,577,373        317,658     $3,566,613
Shares issued on reinvestment of dividends ..............    149,918     1,506,676        149,131      1,605,600
                                                            --------    ----------       --------     ---------- 
                                                             455,035     5,084,049        466,789      5,172,213
Shares redeemed .........................................   (218,983)   (2,618,884)      (412,925)    (4,743,701)
                                                            --------    ----------       --------     ---------- 
Net increase ............................................    236,052    $2,465,165         53,864     $  428,512
                                                            ========    ==========       ========     ==========
</TABLE>

5.  PURCHASES AND SALES OF INVESTMENT SECURITIES

The cost of purchases and proceeds  from sales of securities  for the year ended
December  31,  1997,  excluding  short-term  securities,  were  $23,395,126  and
$24,802,503  respectively.  


At December  31, 1997,  the  aggregate  gross  unrealized  appreciation  for all
securities  in which  there is an  excess  of value  over tax cost  amounted  to
$1,908,024 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $1,903,796.

                                       9

<PAGE>
LEXINGTON INTERNATIONAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996 (continued)


6. 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.

7. FORWARD FOREIGN EXCHANGE CONTRACTS

At December 31, 1997,  the Fund was committed to sell foreign  currencies  under
the following forward foreign exchange contracts:
<TABLE>
<CAPTION>

                                                              Contract                     Unrealized
                          Settlement         Amount         In Exchange                     Gain at
      Contract               Date       (Local Currency)        For           Value     December, 31 1997
       -------             ---------      -------------      --------       --------    ----------------
<S>                          <C>              <C>             <C>            <C>          <C>        
New Zealand Dollar ......   4/6/98           636,208         $ 405,805      $ 366,640    $    39,165
Australian Dollar .......   5/4/98           978,167           687,700        639,017         48,683
Canadian Dollar .........   6/1/98         1,085,694           768,089        762,479          5,610
                                                                                         -----------
                                                                                         $    93,458
                                                                                         ===========
</TABLE>

8. RESTRICTED SECURITIES

The following  security was 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.
<TABLE>
<CAPTION>

                                                     Acquisition                    Average Cost Market  % of Net
      Security                                           Date           Per Share          Value          Assets
     -----------                                      ----------       -----------      ----------      ---------
<S>                                                     <C>  <C>          <C>           <C>                <C>  
Industrial and Financial Systems, IFS AB ...........    6/12/97           $ 4.88        $  180,229         0.90%
                                                                                        ==========       =======
</TABLE>

Pursuant  to  guidelines  adopted  by  the  Fund's  Board  of  Directors,   this
unregistered security has been deemed to be illiquid.  The Fund currently limits
investment  in illiquid  securities  to 15% of the Fund's net assets,  at market
value.

9. TAX INFORMATION (UNAUDITED)

Capital  gain  distributions  paid to  shareholders  by the Fund during the year
ended December 31, 1997, whether taken in shares or cash:

     $664,584 are designated as 28 percent long-term capital gains.
     $265,996 are designated as 20 percent long-term capital gains.

                                       10
<PAGE>

LEXINGTON INTERNATIONAL FUND, INC.
FINANCIAL HIGHLIGHTS

Selected per share data for a share outstanding throughout the period:
<TABLE>
<CAPTION>

                                                                                     Year ended December 31,
                                                               ------------------------------------------------------------------
                                                                  1997              1996              1995              1994
                                                              -------------     -------------     -------------     -------------
<S>                                                           <C>               <C>               <C>               <C>          
Net asset value, beginning of period .......................  $       10.86     $       10.60     $       10.37     $       10.00
                                                              -------------     -------------     -------------     -------------
Income (loss) from investment operations:
Net investment income (loss) ...............................           0.07             (0.02)            (0.01)            (0.08)
Net realized and unrealized gain
  on investments and foreign
  currency transactions ....................................           0.10              1.45              0.61              0.67
                                                              -------------     -------------     -------------     -------------
Total income from investment operations ....................           0.17              1.43              0.60              0.59
                                                              -------------     -------------     -------------     -------------

Less distributions:
Distributions from net investment income ...................          (0.13)            (0.20)            --                --
Distributions in excess of net investment income
  (temporary book-tax difference) ..........................          --                --                (0.35)            --
Distributions from net realized gains ......................          (0.80)            (0.97)            (0.02)            (0.10)
Distributions in excess of net realized gains
  (temporary book-tax difference) ..........................          --                --                --                (0.12)
                                                              -------------     -------------     -------------     -------------
Total distributions ........................................          (0.93)            (1.17)            (0.37)            (0.22)
                                                              -------------     -------------     -------------     -------------

Net asset value, end of period .............................  $       10.10     $       10.86     $       10.60     $       10.37
                                                              =============     =============     =============     =============
Total return ...............................................           1.61%            13.57%             5.77%             5.87%

Ratio to average net assets:
Expenses, before reimbursement or waivers ..................           2.15%             2.45%             2.46%             2.39%
Expenses, after reimbursement or waivers ...................           1.75%             2.45%             2.46%             2.39%
Net investment income (loss), before reimbursement
  or waivers ...............................................           0.13%            (0.39%)           (0.12%)           (0.94%)
Net investment income (loss) ...............................           0.53%            (0.39%)           (0.12%)           (0.94%)
Portfolio turnover rate ....................................         122.56%           113.55%           137.72%           100.10%
Average commission paid on equity
  security transactions** ..................................  $        0.01     $        0.03               --                --
Net assets, end of period (000's omitted) ..................  $      19,949     $      18,891     $       17,855    $       17,843
</TABLE>

**  In accordance with SEC disclosure  guidelines,  the average  commissions are
    calculated for the periods  beginning with the year ended December 31, 1996,
    but not for prior periods.

                                       11
<PAGE>

INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Lexington International Fund, Inc.

     We have audited the  accompanying  statements of net assets  (including the
portfolio of investments) and assets and liabilities of Lexington  International
Fund, Inc. as of December 31, 1997, and the related statements of operations for
the year then  ended,  the  statement  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 three-year period then ended and for the period  fromJanuary 3,
1994  (commencement  of  operations)  to  December  31,  1994.  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.  Our  procedures  included  confirmation  of securities  owned as of
December  31,  1997 by  correspondence  with  the  custodian.  As to  securities
purchased  and sold,  but not yet  received or  delivered,  we  performed  other
appropriate auditing procedures. 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  International  Fund,  Inc. as of December 31, 1997, the result 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  three-year  period  then ended and for the period from
January 3, 1994 (commencement of operations) to December 31, 1994, in conformity
with generally accepted accounting principles.



                                                           KPMG Peat Marwick LLP

New York, New York
February 4, 1998

                                       12
<PAGE>

LEXINGTON
INVESTOR SERVICES
- --------------------------------------------------------------------------------

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

NO  LOAD--The  Lexington  Funds  are no load  funds.  That is,  investments  and
redemptions are made without any sales charges, commissions or redemption fees.*

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


FREE TELEPHONE EXCHANGE--Investments in the Lexington Funds may be exchanged for
shares of a different Lexington Fund at any time.

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

CHECK  WRITING   PRIVILEGES--Lexington  Money  Market  Trust  permits  investors
immediate  access to their funds with check writing for  withdrawals  from their
account.

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

TAX SHELTERED PLANS--IRA, Keogh, Pension, and Profit Sharing Prototype Plans are
available to qualified  individuals.  These plans offer  investment  flexibility
through the Share Exchange Service,  simplified record keeping,  convenience and
investment supervision.

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

CUSTODIAL ACCOUNTS FOR MINORS--Investments may be made on behalf of minors under
the Uniform Gifts to Minors Act currently in effect in all states.

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

SYSTEMATIC WITHDRAWAL PLAN--An investor may elect to receive a fixed amount from
his or her account each month or quarter, subject to certain minimums.

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

COMPLETE  RECORD  KEEPING--A  statement  is provided  for every  transaction  in
addition to a year-end statement with tax information.



THE LEXINGTON GROUP OF
NO LOAD INVESTMENT COMPANIES

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

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

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

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

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

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

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

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

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

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

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

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

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


For more complete  information about any of the Lexington Funds and a prospectus
which  includes  management fee and expenses call the  distributor  toll-free at
1-800-526-0056. Read the prospectus carefully before you invest or send money.

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

                                       13
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

<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 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.

                                    LEXINGTON

================================================================================
                                    LEXINGTON
                                  INTERNATIONAL
                                   FUND, INC.

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

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



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

                                  ANNUAL REPORT
                                DECEMBER 31, 1997


                               The Lexington Group
                                   of No Load
                              Investment Companies

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



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