LEXINGTON EMERGING MARKETS FUND INC
N-30D, 1997-02-27
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Dear Shareholders:
- --------------------------------------------------------------------------------

    The Lexington Emerging Markets Fund appreciated by 7.46%* in 1996. According
to Lipper Analytical Services,  Inc. the average return during 1996 for emerging
market funds was 11.2%.  The  unmanaged  Morgan  Stanley  Emerging  Markets Free
Index** advanced 6.0% in 1996.

    Moderate global economic  activity  provided a positive  background for most
equity markets in 1996.  Unfortunately,  the strong  performance of the U.S. and
many large developed markets  discouraged  foreign investors from venturing into
the  emerging  markets.  As a result,  returns for  emerging  market funds badly
trailed  average  returns for U.S. and European  equity  funds.  U.S. long bonds
rallied  strongly  from  August  till year end as the  economy  showed  signs of
slowing. Anticipating rising interest rates the Fund was widely diversified with
an emphasis on markets with low correlations to U.S. stocks and bonds. Portfolio
positions in Chile,  Greece, South Korea, India, South Africa, and Thailand held
back  performance  as Latin America and most of Asia enjoyed  strong second half
returns.  Latin America and Asian markets tend to perform well as U.S.  interest
rates  decline  and this  occurred  during  the  latter  half of the  year.  The
unmanaged Morgan Stanley Capital  International  Chilean Index** fell 13.5% as a
strong  economy forced  interest  rates higher and stocks lower.  Greek equities
only  gained  a  little  over  6%  on  the  unmanaged   Morgan  Stanley  Capital
International  Greek  Index,**  although  valuations  are  very  attractive  and
economic  restructuring  is improving  the long term  outlook.  The Fund was not
overweight in too many poor  performing  markets,  but its  diversification  did
expose the portfolio to several of the poorer performing markets.

    The  outlook  for  1997  is  more   favorable.   Due  to  several  years  of
underperformance   versus  the  developed   markets,   emerging   markets  offer
outstanding  retail value. Latin America continues to enjoy an economic recovery
which will fuel  strong  profit  growth.  Progress  continues  to be made on the
economic and political front as well. Brazil experienced the lowest inflation in
over 30 years and privatization continues to move forward.  Argentina has seen a
clear pick-up in economic  activity and  discussions  are underway to reform the
labor market.  Mexico has seen interest rates and inflation decline.  GDP growth
is now driven by a healthy export sector.  Asian markets  currently  favored are
Hong Kong/China,  Philippines, and Malaysia. The Chinese economy has slowed down
to the 10% level while inflation has fallen to single digits.  Chinese  interest
rates are falling and  property  prices  rising.  This year Hong Kong reverts to
Chinese rule and with falling interest rates and accelerating profit growth, the
outlook is favorable.  The  Philippines  has been well managed  under  President
Ramos.  Growth is now approaching 7% per annum.  Unlike the rest of Asia, export
growth is  remaining  strong as the  Philippines  has become  very  competitive.
Malaysia  has been a  success  story  for many  years  and this  will  continue.
Economic  activity  will  likely  slow in 1997 due to weaker  exports,  however,
interest rates are likely to decline which historically has benefitted stocks.

    The  Lexington  Emerging  Markets Fund  currently  has 30% invested in Latin
America,  with heavy  representation in Brazil, Chile and Mexico. Asia comprises
40%  with  heavy  emphasis  on  Malaysia,   Philippines,  Hong  Kong/China,  and
Singapore.  Russian  equities  are  among  the  cheapest  in the world and offer
tremendous  upside as the Russian  economy  transforms to  capitalism.  The Fund
presently  has  6% in  Russian  equities  which  trade  at  steep  discounts  to



                                       1
<PAGE>

replacement  value.  Eastern  Europe  continues  to perform  well but with stock
prices   experiencing   strong   gains  over  the  past  year  the  risk  reward
opportunities  are less  attractive.  Weightings  in  Eastern  Europe  have been
reduced  to 7% from over 10% in 1996.  Greece  remains a favored  market  due to
prospects  for  falling  interest  rates,   economic   restructuring,   and  low
valuations. Greece represents 6% of the Fund's holdings. Finally, positions have
been reduced in South Africa,  South Korea and Thailand as better  opportunities
have been found elsewhere.


                                   Sincerely,

             Richard T. Saler                       Robert M. DeMichele
             Portfolio Manager                      President
             February, 1997                         February, 1997


                                  CHART/BEGIN
             Printed version of this shareholder report contains a 
             graphic chart indicating the comparison of change in 
             value of a $10,000 investment in Lexington Emerging 
             Markets Fund, Inc., and the unmanaged Morgan Stanley 
             Capital International (EAFE) Index from 3/30/94
             through 12/31/96
                                   CHART/END


 *7.46%  and 1.44% are the one year and  since  commencement  (3/30/94)  average
  annual standard total returns, respectively, for the period ended December 31,
  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  and is not
  predictive of future results.

**All country and regional  returns are from the  corresponding  Morgan  Stanley
  Capital  International  Indicies.  Returns are dollar based with net dividends
  reinvested.




                                       2
<PAGE>

Lexington Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996

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

              COMMON STOCKS: 96.4%
              Argentina: 2.0%
      7,800   Banco Frances del Rio de la Plata S.A. .............. $   214,500
      8,000   Telefonica de Argentina S.A. (ADR) ..................     207,000
                                                                    -----------
                                                                        421,500
                                                                    -----------

              Brazil: 11.7%
     34,900   Aracruz Cellulose S.A. (ADR) ........................     287,925
    687,000   Cia Tecidos Norte De Mina (Preferred shares) ........     219,245
    944,000   Companhia Cimento Portland Itau .....................     331,570
     17,200   Compania Vale Do Rio Doce (ADR) (Preferred shares) ..     331,057
  1,988,000   Petroleo Brasileiro S.A. (Preferred shares) .........     316,636
  5,097,000   Telecomunicacoes Brasileiras S.A. ...................     392,419
  1,646,000   Telecomunicacoes de Sao Paulo S.A. ..................     356,417
302,262,000   Usinas Siderurgicas de Minas Gerais S.A. ............     308,343
                                                                    -----------
                                                                      2,543,612
                                                                    -----------

              Chile: 5.2%
     30,100   Antofagasta Holdings Plc ............................     175,134
     17,600   Banco O'Higgins (ADR) ...............................     408,100
     20,800   Banco Santander (ADR) (Preferred shares) ............     312,000
     16,400   Marderas y Sinteficos Sociedad Anonima S.A. (ADR) ...     229,600
                                                                    -----------
                                                                      1,124,834
                                                                    -----------

              Colombia: 0.7%
      6,700   Banco Ganadero S.A. (ADR) ...........................     144,050
                                                                    -----------
              
              Czech Republic: 1.2%
      2,090   SPT Telekon AS ......................................     259,907
                                                                    -----------

              Greece: 5.3%
      5,950   Delta Dairy S.A. (Preferred shares) .................      49,441
      5,900   Ergo Bank S.A. ......................................     299,053
      5,900   Hellenic Bottling Company, S.A. .....................     189,046
     10,600   Hellenic Telecommunication Organization S.A. ........     181,099
     30,200   Michaniki S.A. ......................................     233,805
      3,600   Titan Cement Company ................................     195,752
                                                                    -----------
                                                                      1,148,196
                                                                    -----------

              Hong Kong: 6.3%
     67,000   Citic Pacific, Ltd.2 ................................     388,921
    261,000   Founder Hong Kong, Ltd.2 ............................     100,385
    296,000   Guangdong Investments ...............................     285,094
    584,000   Qingling Motors Company2 ............................     322,767
     55,000   Wharf (Holdings) Lts. ...............................     274,467
                                                                    -----------
                                                                      1,371,634
                                                                    -----------

              Hungary: 1.3%
      8,100   MOL Mgyar Olaj-es Gazipari Rt. ......................     101,219
      2,972   Pick Szeged Rt. .....................................     175,948
                                                                    -----------
                                                                        277,167
                                                                    -----------

              India: 2.0%
     11,450   Hindalco Industries, Ltd.1,2 ........................     281,956
      9,000   State Bank of India1 ................................     156,330
                                                                    -----------
                                                                        438,286
                                                                    -----------


                                       3
<PAGE>

Lexington Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996 (continued)

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

              Indonesia: 3.9%
     68,627   PT Indah Kiat Pulp & Paper Corporation .............. $    50,109
    163,000   PT Ramayana Lestari Sentosa1 ........................     351,873
     68,000   PT Semen Cibinong ...................................     191,407
    134,000   PT Tambang Timah ....................................     243,894
                                                                    -----------
                                                                        837,283
                                                                    -----------

              Israel: 1.5%
      6,500   Teva Pharmaceutical Industries, Ltd. (ADR) ..........     325,406
                                                                    -----------

              Malaysia: 9.8%
      3,000   Berjaya Sports Toto Bhd .............................      14,967
     27,000   Hong Leong Credit Bhd ...............................     169,986
    146,000   Magnum Corporation Bhd ..............................     283,270
     20,000   Malaysian Banking Bhd ...............................     221,738
    106,000   MBF Capital Bhd .....................................     172,084
     19,000   O.Y.L. Industries Bhd ...............................     201,247
     89,000   Public Finance Bhd ..................................     155,058
     81,000   Sime Darby Bhd ......................................     319,124
    118,000   Sungei Way Holdings Bhd .............................     350,425
     58,000   Tanjong Plc .........................................     231,954
                                                                    -----------
                                                                      2,119,853
                                                                    -----------

              Mexico: 6.7%
    136,100   Cemex S.A. de C.V. "B" ..............................     530,774
      8,600   Grupo Casa Autrey, S.A. de C.V. (ADR) ...............     167,700
    208,200   Grupo Industrial Maseco S.A. de C.V. ................     263,952
      5,500   Grupo Televisa S.A. (ADR) ...........................     140,938
     21,700   Tubos De Acero De Mexico S.A. (ADR)2 ................     344,487
                                                                    -----------
                                                                      1,447,851
                                                                    -----------

              Pakistan: 0.5%
     21,200   Pakistan Investment Fund, Inc. ......................     108,650
                                                                    -----------

              Philippines: 5.5%
    381,375   Filinvest Land, Inc.2 ...............................     118,908
    271,000   Fortune Cement Corporation2 .........................     136,530
    700,525   International Container Terminal Service, Inc.2 .....     366,244
     34,700   Manila Electric Company "B" .........................     283,669
    504,200   Universal Robina Corporation ........................     282,774
                                                                    -----------
                                                                      1,188,125
                                                                    -----------

              Poland: 6.0%
      9,000   Debica S.A.2 ........................................     201,362
     40,862   Elektrim Towarzystwo Handlowe S.A. ..................     371,406
      1,417   Gorazdze S.A. .......................................      35,419
     81,600   Mostostal-Export S.A. ...............................     193,979
     35,100   Polifarb Cieszyn Wroclaw S.A. .......................     195,101
     12,600   Stomil Olsztyn S.A. .................................     162,978
      2,916   Zaklady Piwowarski w Zywcu S.A. .....................     135,580
                                                                    -----------
                                                                      1,295,825
                                                                    -----------

              Portugal: 1.0%
      7,864   Portugal Telecom S.A. ...............................     223,890
                                                                    -----------

              Russia: 5.0%
      2,778   Lexington Troika Dialog Russia Fund, Inc. ...........      31,221
      4,000   LUKoil Holdings of Russia ...........................     245,200
      8,500   LUKoil Holdings of Russia (ADR) .....................     395,930
    115,200   Rostelekom2 .........................................     278,784
  3,705,400   Unified Energy System2 ..............................     337,191
                                                                    -----------
                                                                      1,088,326
                                                                    -----------



                                       4

<PAGE>

Lexington Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996 (continued)

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

              Singapore: 5.4%
     26,000   City Developments Ltd.2 ............................. $   234,197
     56,000   DBS Land, Ltd.2 .....................................     206,174
     65,000   Far East Levingston Shipbuilding, Ltd. ..............     339,215
     68,000   Jardine Strategic Holdings, Ltd. ....................     246,160
     55,000   Want Want Holdings2 .................................     144,650
                                                                    -----------
                                                                      1,170,396
                                                                    -----------

              South Africa: 3.5%
      2,400   Anglo American Corporation of South Africa, Ltd. ....     132,122
     24,500   Driefontein Consolidated, Ltd. ......................     257,964
      2,400   Liberty Life Association of Africa, Ltd. ............      60,292
      3,100   Liberty Life Association of Africa, Ltd. ............      77,707
      7,000   Rustenburg Platinum Holdings, Ltd ...................      95,778
      2,227   Rustenburg Platinum Holdings, Ltd. (ADR) ............      30,468
      1,400   South African Breweries, Ltd. .......................      35,468
      1,451   South African Breweries, Ltd. (ADR) .................      36,754
        500   Vaal Reefs Exploration & Mining Company, Ltd. .......      32,068
                                                                    -----------
                                                                        758,621
                                                                    -----------

              South Korea: 2.6%
      3,850   Hyundai Motor Company, Ltd. .........................      91,070
      5,700   Korea Electric Power Corporation ....................     165,843
      4,060   Pohang Iron & Steel Company, Ltd. ...................     175,269
        400   Pohang Iron & Steel Company, Ltd. (ADR) .............       8,100
      2,320   Samsung Electronics Company .........................     124,849
                                                                    -----------
                                                                        565,131
                                                                    -----------

              Taiwan: 2.1%
     20,737   Taiwan Fund, Inc. ...................................     461,398
                                                                    -----------


              Thailand: 3.0%
     21,000   Advanced Info Service Plc ...........................     180,187
     18,000   BEC World Public Company, Ltd.2 .....................     162,870
     49,000   Krung Thai Bank Public Company, Ltd. ................      94,598
      6,000   Matichon Public Company, Ltd. .......................      16,966
     15,500   Shinawatra Computer Company, Plc ....................     187,402
                                                                    -----------
                                                                        642,023
                                                                    -----------

              Turkey: 1.0%
    872,000   Akbank T.A.S.2 ......................................     118,592
  1,035,000   Arcelik A.S.2 .......................................     105,570
                                                                    -----------
                                                                        224,162
                                                                    -----------

              Venezuela: 3.2%
      9,100   Compania Anonima Nacional Telefonos de Venezuela (ADR)    255,938
     45,380   Mantex S.A. (ADR)2 ..................................     197,716
     36,842   Mavesa S.A. (ADR)2 ..................................     246,690
                                                                    -----------
                                                                        700,344
                                                                    -----------
              TOTAL COMMON  STOCK (cost  $20,469,177) .............  20,886,470 
                                                                    -----------





                                       5
<PAGE>

Lexington Emerging Markets Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)
December 31, 1996 (continued)

Number of
Shares or
Principal                                                               Value
 Amount                            Security                            (Note 1)
- --------------------------------------------------------------------------------

              SHORT-TERM INVESTMENTS: 5.4%
              U.S. Government Obligations
   $900,000   Treasury Bills, 5.00%, due 02/20/97 ................. $   893,750
    300,000   Treasury Bills, 5.175%, due 12/11/97 ................     285,165
                                                                    -----------
              TOTAL SHORT-TERM INVESTMENTS (cost $1,178,915) ......   1,178,915
                                                                    -----------
              TOTAL INVESTMENTS: 101.8% 
                (cost $21,648,092(d))(Note 1) .....................  22,065,385
              Liabilities in excess of other assets: (1.8%) .......    (387,395)
                                                                    -----------
              TOTAL NET ASSETS: 100.0%
                (equivalent to $10.11 per share on 2,144,069 
                shares outstanding) ............................... $21,677,990
                                                                    ===========


Notes to Statement of Net Assets

1Restricted security (Note 6).
2Non-income producing security.
ADR-American Depository Receipt.
(d)Aggregate cost for Federal income tax purposes is $21,684,202.

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

At  December  31,  1996,  the  composition  of the Fund's net assets by industry
concentration was as follows:


Left Column

Banking .......................   8.4%
Capital Equipment .............   5.5
Construction & Housing ........   1.0
Consumer durable ..............   4.1
Consumer non durable ..........   7.2
Electric & Electronics ........   1.4
Energy  Sources ...............   4.0
Financial  Services ...........   5.1
Gold ..........................   1.3
Health & Personal Care ........   2.3
Materials .....................  20.2


Right Column

Merchandising .................   1.6% 
Metals & Mining ...............   1.1
Multi-industry ................   9.1
Real Estate ...................   3.9
Services ......................   5.2
Telecommunications ............   9.9
Trade 1.7% Utilities ..........   3.7
U.S.  Treasury Bills ..........   5.4
Other Liabilities .............  (2.1)
                                -----
    Total Net Assets .......... 100.0%
                                =====
                                                  






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




                                       6
<PAGE>

Lexington Emerging Markets Fund, Inc.
Statement of Assets and Liabilities
December 31, 1996


Assets
Investments, at value (cost $21,648,092) (Note 1) ..................$22,065,385
Cash ...............................................................    214,384
Receivable for investment securities sold ..........................    227,271
Receivable for shares sold .........................................    114,234
Due from Lexington Management Corporation (Note 2) .................     43,237
Dividends and interest receivable ..................................     21,476
Foreign taxes recoverable ..........................................        213
Deferred organization expense, net (Note 1) ........................     10,009
                                                                    -----------
        Total Assets ............................................... 22,696,209
                                                                    -----------

Liabilities
Payable for investment securities purchased ........................    945,914
Payable for shares redeemed ........................................     20,009
Accrued expenses ...................................................     52,296
                                                                    -----------
        Total Liabilities ..........................................  1,018,219
                                                                    -----------

Net Assets (equivalent to $10.11 per share
  on 2,144,069 shares outstanding) (Note 3) ........................$21,677,990
                                                                    ===========

Net Assets consist of:
Capital stock-authorized 1,000,000,000 shares, 
  $.001 par value per share ........................................$     2,144
Additional paid in capital (Note 1) ................................ 21,877,940
Undistributed net investment income (Note 1) .......................     14,089
Accumulated net realized losses on investments and 
  foreign currency transactions (Notes 1 and 7) ....................   (633,464)
Net unrealized appreciation on investments and 
  foreign currency transactions ....................................    417,281
                                                                    -----------
        Total Net Assets ...........................................$21,677,990
                                                                    ===========





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


                                       7
<PAGE>

Lexington Emerging Markets Fund, Inc.
Statement of Operations
Year ended December 31, 1996

Investment Income
 Dividends ............................................... $269,160
 Interest ................................................   78,745
                                                           --------
                                                            347,905
 Less: Foreign tax expense ...............................   30,766
                                                           --------
         Total investment income .........................             $317,139

Expenses
 Investment advisory fee (Note 2) ........................  146,299
 Custodian expense .......................................  110,400
 Transfer agent and shareholder servicing expense (Note 2)    4,280
 Printing and mailing expenses ...........................   50,959
 Accounting expenses (Note 2) ............................   12,969
 Professional fees .......................................   15,355
 Registration fees .......................................    4,461
 Amortization of organization costs ......................    4,493
 Directors' fees and expenses ............................   19,390
 Computer processing fees ................................   10,814
 Other expenses ..........................................    4,780
                                                           --------
    Total expenses .......................................  384,200
    Less: expenses recovered under contract with 
     investment adviser (Note 2) .........................  101,886     282,314
                                                           --------    --------
      Net investment income ..............................               34,825

Realized and Unrealized Gain/(Loss) on Investments (Note 4)
 Net realized loss on:
  Investments ............................................ (132,755)
  Foreign currency transactions ..........................  (24,607)
                                                           --------
      Net realized loss ..................................             (157,362)

 Net change in unrealized appreciation on:
  Investments ............................................  483,808
  Foreign currency translations of other 
   assets and liabilities ................................      (12)
                                                           --------
      Net change in unrealized appreciation ..............              483,796
                                                                       --------
      Net realized and unrealized gain ...................              326,434
                                                                       --------

Increase in Net Assets Resulting from Operations .........             $361,259
                                                                       ========




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



                                       8
<PAGE>

Lexington Emerging Markets Fund, Inc.
Statements of Changes in Net Assets
Years ended December 31, 1996 and 1995

                                                        1996            1995
                                                     -----------     ----------
Net investment income .............................. $    34,825     $   82,916
Net realized loss from investments and foreign 
 currency transactions .............................    (157,362)      (430,462)
Net change in unrealized appreciation on investments
 and foreign currency translations .................     483,796        161,340
                                                     -----------    -----------
 Increase/(decrease) in net assets resulting 
  from operations ..................................     361,259       (186,206)
Distributions to shareholders from net 
 investment income .................................        -           (76,219)
Increase in net assets from capital share 
 transactions (Note 3) .............................  13,502,070      3,453,270
                                                     -----------    -----------
       Net increase in net assets ..................  13,863,329      3,190,845

Net Assets
Beginning of period ................................   7,814,661      4,623,816
                                                     -----------    -----------
End of period (including undistributed net 
 investment income of $14,089 and $1,876, 
 respectively) ..................................... $21,677,990     $7,814,661
                                                     ===========     ==========




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





                                       9
<PAGE>

Lexington Emerging Markets Fund, Inc.
Notes to Financial Statements
December 31, 1996 and 1995

Note 1-Significant Accounting Policies

Lexington  Emerging  Markets 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 primarily through investment in equity securities of companies domiciled
in, or doing  business in,  emerging  countries and emerging  markets.  With the
exception of shares held in connection with initial capital of the Fund,  shares
of the  Fund  are  currently  being  offered  only  to  participating  insurance
companies for allocation to certain of their separate  accounts  established for
the purpose of funding  variable  annuity  contracts and variable life insurance
policies issued by the  participating  insurance  companies.  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.  There were no forward
foreign currency exchange contracts outstanding at December 31, 1996.

    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, 1996,
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 $22,290
have been deferred and are being  amortized on a  straight-line  basis over five
years.

    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



                                       10
<PAGE>

Lexington Emerging Markets Fund, Inc.
Notes to Financial Statements
December 31, 1996 and 1995 (continued)


Note 1-Significant Accounting Policies (continued)

amounts of  increases  and  decreases  in net assets from  operations during the
reporting period. Actual results could differ from those estimates.

Note 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 0.85% of the Fund's  average daily net assets.  LMC
has  voluntarily  agreed  to limit  the total  expenses  of the Fund  (excluding
interest,  taxes, brokerage commissions and extraordinary expenses but including
management fee and operating  expenses) to an annual rate of 1.30% of the Fund's
average net assets through April 30, 1996 and to 1.75% of the Fund's average net
assets from May 1, 1996 through April 30, 1997.  For the year ended December 31,
1996  expense  reimbursement  amounted  to  $101,886  and  is set  forth  in the
statement of operations.

    The Fund also  reimburses  LMC for certain  expenses,  including  accounting
costs of $12,969 which are incurred by the Fund, but paid by LMC.

Note 3-Capital Stock

Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
                                                               Year ended                Year ended
                                                           December 31, 1996         December 31, 1995
                                                        ------------------------   ----------------------
                                                          Shares        Amount      Shares       Amount
                                                          ------        ------      ------       ------
<S>                                                     <C>          <C>            <C>        <C>       
    Shares sold ......................................  2,264,743    $23,256,170    845,934    $7,996,657
    Shares issued on reinvestment of dividends .......      -             -           8,108        76,218
                                                        ---------    -----------   --------    ----------
                                                        2,264,743     23,256,170    854,042     8,072,875
    Shares redeemed ..................................   (953,567)    (9,754,100)  (490,164)   (4,619,605)
                                                        ---------    -----------   --------    ----------
        Net increase .................................  1,311,176    $13,502,070    363,878    $3,453,270         
                                                        =========    ===========   ========    ==========
</TABLE>

Note 4-Purchases and Sales of Investment Securities

The cost of purchases and proceeds  from sales of securities  for the year ended
December 31, 1996,  excluding  short-term  securities,  were $ 30,010,249  and $
14,966,386, respectively.

    At December 31, 1996, the aggregate gross  unrealized  appreciation  for all
securities  in which  there is an  excess  of value  over tax cost  amounted  to
$1,956,788 and aggregate  gross  unrealized  depreciation  for all securities in
which  there is an excess of tax cost over value  amounted to  $1,575,617.  

Note 5-Investment  and  Concentration  Risks  

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

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



                                       11
<PAGE>



Lexington Emerging Markets Fund, Inc.
Notes to Financial Statements
December 31, 1996 and 1995 (continued)


Note 6-Restricted Securities

The following securities 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.

<TABLE>
<CAPTION>

                                      Acquisition             Average Cost                Percent of
              Security                    Date       Shares    Per Share    Market Value  Net Assets
              --------                -----------    ------   ------------  ------------  ----------
<S>                                      <C>         <C>         <C>          <C>          <C>
Hindalco Industries, Ltd. .............  10/31/96     11,450     $24.34       $281,956      1.30%
PT Ramayana Lestari Sentosa ...........   7/11/96    163,000       1.40        351,873      1.62
State Bank of India ...................  12/18/96      9,000       9.29        156,330      0.72
                                                                              --------      ----
                                                                              $790,159      3.64%
                                                                              --------      ----
</TABLE>

    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.  

Note 7-Federal Income Taxes-Capital Loss Carryforwards 

Capital  loss  carryforwards  available  for federal  income tax  purposes as of
December 31, 1996 are approximately $246,969 expiring in 2003.

    To the extent  any future  capital  gains are offset by these  losses,  such
gains would not be distributed to shareholders.







                                       12
<PAGE>


Lexington Emerging Markets Fund, Inc.
Financial Highlights

Selected per share data for a share outstanding throughout the period:

<TABLE>
<CAPTION>

                                                                                 March 30, 1994
                                                      Year ended December 31,     (commencement
                                                      -----------------------   of operations) to
                                                       1996            1995     December 31, 1994
                                                       ----            ----     -----------------
<S>                                                   <C>             <C>             <C>   
Net asset value, beginning of period ................ $ 9.38          $ 9.86          $10.00
                                                      ------          ------          ------
Income (loss) from investment operations:
 Net investment income ..............................   0.02            0.09            0.03
 Net realized and unrealized gain (loss)
  on investments and foreign 
  currency transactions .............................   0.71           (0.48)           0.04
                                                      ------          ------          ------
   Total income (loss) from investment
    operations ......................................   0.73           (0.39)           0.07
                                                      ------          ------          ------

Less distributions:
 Dividend from net investment income                       -           (0.09)          (0.02)
 Distributions in excess of net realized capital 
  gains (temporary book-tax difference)                    -               -           (0.19)
                                                      ------          ------          ------
   Total distributions                                     -           (0.09)          (0.21)
                                                      ------          ------          ------
Net asset value, end of period                        $10.11          $ 9.38          $ 9.86
                                                      ======          ======          ======
   Total return                                        7.46%          (3.93%)          0.76%*

Ratio to average net assets:
 Expenses, before reimbursement or waivers ........... 2.23%           4.09%           6.28%*
 Expenses, net of reimbursement or waivers ........... 1.64%           1.32%           1.30%*
 Net investment income, before reimbursement
  of waivers .........................................(0.39%)         (1.45%)         (4.29%)*
 Net investment income ............................... 0.20%           1.33%           0.70%*
Portfolio turnover rate ..............................95.18%          88.92%          71.21%*
Average commissions paid on equity security
 transactions** ......................................     -               -               -
Net assets at end of period (000's omitted) .........$21,678          $7,815          $4,624

</TABLE>

- ------------
 *Annualized

**The average commission paid on equity security transactions for the year ended
  December 31, 1996 is less than $0.005 per share of  securities  purchased  and
  sold.  In  accordance  with  recent SEC  disclosure  guidelines,  the  average
  commissions are calculated for the current period,  but not for prior periods.





                                       13
<PAGE>

Independent Auditors' Report 

The Board of Directors and Shareholders
Lexington Emerging Markets Fund, Inc.:

    We have audited the  accompanying  statements of net assets  (including  the
portfolio of  investments)  and assets and  liabilities  of  Lexington  Emerging
Markets Fund, Inc. as of December 31, 1996, the related statements of operations
for the year then ended, and the statements of changes in net assets for each of
the years in the two-year period then ended,  and the financial  highlights each
of the years in the two-year period then ended and for the period from March 30,
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, 1996 by correspondence with the custodian.  As to securities bought
and sold, but not delivered or received, 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  Emerging  Markets Fund,  Inc. as of December 31, 1996, the results of
its  operations  for the year then ended,  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 two-year period then ended and for the period from March 30,
1994 to December 31, 1994,  in conformity  with  generally  accepted  accounting
principles.

                                                           KPMG Peat Marwick LLP


New York, New York
February 10, 1997








                                       14
<PAGE>


Left Column
- -------------------------------------------------------

Lexington
Emerging Markets 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





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


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


Right Column

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

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

                       LEXINGTON
                        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.


                     ANNUAL REPORT
                   DECEMBER 31, 1996


                  The Lexington Group
                       of No Load
                  Investment Companies






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