LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND INC
N-30D, 1997-08-25
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                                    LEXINGTON
================================================================================

================================================================================
                                    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.
- --------------------------------------------------------------------------------
                               SEMI-ANNUAL REPORT
                                  JUNE 30, 1997
                               The Lexington Group
                                   of No Load
                              Investment Companies
================================================================================
<PAGE>

DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
      Lexington Crosby Small Cap Asia Growth Fund appreciated by 15.89%* for the
six month period ended June 30, 1997 as compared to the unmanaged Morgan Stanley
Capital  International  All Country Far East ex-Japan Index over the same period
which  increased  by  3.14%.  The  average  Asia  fund,  as  reported  by Lipper
Analytical Services, Inc., increased by 6.02% for the same period.

      The performance of the regional bourses was mixed during the quarter. Hong
Kong  rose  21.2%  despite  a brief  correction  in June on the back of fears of
excessive   mainland  Chinese  control  over  asset  injections  into  red  chip
companies.  Hong Kong `H' shares  rose 5.2% and  Shanghai  `B' shares  increased
10.8%.  In contrast,  the  Shenzhen `B' stock market fell 10.8%,  as the Chinese
government moved to dampen  speculation in the bourse.  Taiwan gained 12.8% on a
stronger economy and a recovery in the electronics industry, and Korea recovered
10.0% on improved liquidity. Indonesia was also 9.4% higher.

      Elsewhere,  Malaysia fell 10.5% and  Singapore  lost 4.1%.  However,  some
small and medium capitalization shares in Singapore  substantially  outperformed
the major blue chip listed  companies,  underpinned by their  positive  earnings
momentum.  Shares in Thailand lost a further 25.3%,  while the Philippines  shed
12.8%,  as investors  became  concerned that a Thai-style  financial  crisis and
devaluation would take place in the country.

      During  the  quarter,  the Fund's  weightings  in Hong  Kong,  China,  and
Singapore were increased. Investments in Indonesia, Malaysia and the Philippines
were trimmed, while positions in Korea and Thailand were sold.

ECONOMIC OUTLOOK AND STRATEGY
      In the absence of  inflationary  pressures at either the production or the
retail level, and with consumer  spending having eased over the past few months,
the Federal  Reserve Board decided in June to maintain the federal funds rate at
5.5%. While there is a possibility of an interest rate increase later this year,
as manufacturing activity, industrial production and capacity utilization remain
at high levels, and there is a likelihood that consumer spending will rebound in
the third quarter,  we maintain our view that the upward  adjustment in rates is
likely to be mild, since the  USgovernment  remains cautious of moves which will
significantly  interrupt or reverse the economy's  steady pace of growth.  This,
coupled with the healthy flow of funds,  should  continue to provide a favorable
environment for equity investment.

      Overseas  investors have been worried that Asia's  economic  miracle is at
risk  of  significantly  decelerating  in view of the  problems  experienced  by
certain economies in the region. In addition,  the financial and property crisis
in Thailand has caused fears regarding the dominance of property in Asia.  These
factors,  together  with the sluggish  export  performance,  has meant that many
investors have increased their exposure to other global emerging stock markets.

      We remain optimistic on Asia's long term economic growth prospects.  While
growth in some Asian economies are facing a cyclical deceleration,  others, such
as China,  Hong Kong,  Indonesia,  Taiwan and India,  are expected to experience
accelerating  GDPgrowth  over the next two  years.  The  Asian  region's  growth
continues to be underpinned by solid dynamics, including economic liberalization
which targets pro-growth policies,  economic liberty,  that is low taxation,  no
welfare  state burden and minimal  bureaucracy,  savings  rates which average at
least 30% and favorable  demographics,  as evident in the region's  young-to-old
ratio of 6:1. In addition,  foreign  direct  investment  inflows  have  remained
strong.  Asia is also  now  less  dependent  on the  developed  countries,  with
intra-regional trade rising significantly from 25% in 1985 to more than 50%.

                                       1
<PAGE>

      Property  currently  accounts  for  a  significant  proportion  of  Asia's
economic growth, corporate earnings and net wealth. Demand for housing, which is
a basic  consumer  product in a region  which has  developed  rapidly,  has been
fueled by Asia's economic and population growth,  changing cultural attitudes, a
firmly entrenched property owning psychology and demand-supply imbalances. While
these factors are expected to continue  supporting demand, we expect property to
be less  dominant  in the future as this sector  matures  and pent-up  demand is
fulfilled.

      The continuing liberalization of the Asian economies inevitably brings new
challenges,  which are forcing the region's  corporates to re-examine their long
term business strategies to cater more effectively towards changing  consumption
patterns and demands.  In addition,  improving  education  systems and a greater
emphasis  on  innovation   are   undoubtedly   expected  to  enhance   corporate
profitability  and  result  in a  broader  selection  of  stocks  available  for
investment in the longer term. This process is already underway,  and we believe
that our  disciplined,  research-based,  active  growth with value stock picking
approach,  which focuses on key  investment  criteria,  will provide us with the
necessary tool to identify those  companies  which are  sufficiently  dynamic to
survive within an increasingly competitive business environment.

      While many  investors are worried  about Asia's  current  sluggish  export
performance,  we prefer to focus upon the opportunities  which are being created
within  Asia as the  result of its rapid  long term  growth.  This is evident in
Asia's increasing intra-regional trade. While China and the other less developed
countries  within Asia are  expected to provide the main engine to the  region's
growth into the 21st century, the more advanced countries are likely to continue
providing valuable skills, technical assistance and investment,  hence resulting
in  greater  regional  economic  and  corporate  co-operation.  The  significant
population  within Asia should  ensure  strong  growth in consumer  demand and a
plentiful labor supply without creating undue upward cost pressures.

      We continue to favor  investment in Hong Kong,  China and Singapore.  Hong
Kong is benefitting  from the removal of handover  uncertainty and the inflow of
liquidity,  especially  from China.  Corporate  earnings  growth momentum should
accelerate,  on the back of a stronger  global  economy  and  improved  business
opportunities within China, as Hong Kong corporations begin reaping the benefits
of  cultivating  closer  ties,  over  the  past  few  years,  with  the  Chinese
authorities.  Investing  in  China  continues  to be  attractive  in view of its
accelerating economic and corporate earnings growth,  falling interest rates and
an improving quality of financial information.

      The  Fund's  significant   overweight   position  will  be  maintained  in
Singapore, where the outlook for companies which have established earnings bases
in the Asian region remains positive.

      Meanwhile,  significant underweight positions will be retained in Malaysia
and the  Philippines,  where there is currently a lack of attractive  investment
opportunities. In addition, the macro-economic outlook for Malaysia is uncertain
in view of overheating concerns.

      The Fund's  exposure to  Indonesia  is expected to increase  over the next
quarter.  With an expected  annual  depreciation of around 5% for the Indonesian
Rupiah and Bank Indonesia's  recent decision to widen its currency  intervention
band  to  12%,  we  do  not  believe  that  the  currency  requires  significant
depreciation from current levels.  The country is expected to enjoy accelerating
GDPgrowth and lower interest rates over the next twelve to eighteen months.

      A recovery in the Taiwan  economy is expected  in 1997,  without  creating
excessive inflationary  pressures.  Liquidity is being relaxed further, with the
series of four successive  reserve  requirement  cuts by the Central Bank. There
has been some  improvement  in the level of  practical  co-operation  across the
Taiwan Straits, such as the agreement on direct shipping links with China.

                                       2
<PAGE>

      The Korean stock market has recovered from its lows.  However,  we believe
that the  country  is still  plagued by various  structural  economic  problems.
Domestic  demand is likely to weaken  further and  exports  have yet to show any
real signs of recovery.  Micro-economic risks exist, especially in the financial
sector.  On the  positive  side,  bond yields are  softening  and  inflation  is
receding, which will allow for greater monetary flexibility.

      Attractive  PERValuations  in India,  lower  interest  rates and  improved
settlement  procedures  have resulted in the Indian stock market rising 16.4% in
the second quarter of 1997 and 26.6% so far this year.  GDPgrowth is forecast to
accelerate this year and next, at 6.0% and 7.1%, respectively,  and the Rupee is
expected to undergo annual depreciation of around 4% to 5%.

HONG KONG

      At the stroke of midnight  on June 30, Hong Kong  embarked on a new era of
"One  country,  Two  systems".  In the  swearing-in  ceremonies  for  the  Chief
Executive,  senior  officials,  the Judiciary and the  provisional  legislature,
President Jiang Zemin reiterated China's commitment to the Joint Declaration and
the Basic Law. He emphasized  that the central  government  "will not and should
not be allowed to  intervene  in matters  which  ought to be handled by the Hong
Kong  Special  Administrative  Region ... as called  for by the Basic  Law." His
comments were further  stressed in Chief  Executive  Tung  Chee-hwa's  inaugural
speech.

      While the success of the "One country,  Two systems" formula has yet to be
seen, Hong Kong has already enjoyed strong liquidity inflows form China. Sources
have  estimated  that mainland  capital flows to Hong Kong will reach US$75bn in
1997,  compared  to US$60bn in 1996 and  US$57bn  in 1995.  Investor  confidence
should also continue  improving  after the handover.  The People's Bank of China
has  pledged to  support  Hong  Kong,  backed by its  US$115  billion in foreign
exchange reserves.

      We will focus on companies which have close working relationships with, or
have equity  investments  by,  Chinese  parties.  We believe  that the  investor
interest in red chips  reflects  both the strength in the Chinese  economy and a
predilection  in China for  holding  Hong  Kong  assets at a time when Hong Kong
affairs are becoming more  prominent in the country.  We expect this to continue
and the Fund's  investments  will be  concentrated in those companies which have
sound fundamentals and which meet our stringent investment criteria.

      The recent  imposition  of  guidelines  by both the Hong Kong and  Chinese
regulatory  authorities regarding the restructuring and listing of red chips, as
well  as  asset  injections  into  these  companies,  has  both  formalized  the
procedures for future corporate maneuvers and enhanced the transparency of these
companies. This action has illustrated the commitment of the authorities towards
ensuring the development of a healthy and sustainable stock market.  The current
price  consolidation  amongst  the red  chips  offers  opportunities  to pick up
well-managed  China-affiliated  companies at reasonable  prices.  We continue to
believe that the red chips with strong  backing from their  parents and balanced
business portfolios will provide attractive returns in the long term.

CHINA

      Recently  announced  economic  data suggest the need for further  monetary
easing in China.  In May, the retail  price index  slowed to 0.8%  year-on-year,
averaging 2.0% in the first five months of 1997,  down 

                                       3
<PAGE>

from 6.1% in 1996,  14.7% in 1995 and 21.7% in 1994.  Import growth has remained
subdued  and  industrial  production  has been far behind  expectations.  Credit
growth has also been slow and banks have been both  unwilling and unable to meet
the demand of the productive  sectors for funds.  We believe that  reductions in
interest  rates and reserve  requirements  are imminent.  This outlook of easing
monetary  conditions  and  an  improving  economy  render  investment  in  China
attractive  and we  will  focus  on  the  Chinese  companies  which  have  sound
fundamentals  and good  management,  particularly  in the consumer and machinery
sectors.

SINGAPORE

      Investors  have remained  disappointed  with  Singapore as the result of a
lack of a strong recovery in the country's  non-oil domestic  exports  ("NODE"),
particularly the electronics industry. This is attributable to the demand-supply
conditions  within the global  industry and is further  compounded by increasing
competition from lower cost manufacturing countries. Singapore should be able to
continue  exploiting its comparative  advantage in the  high-technology  exports
sector,  which  registered a 5.6% growth in 1996,  more than twice the growth in
NODE. The country's high-technology exports, however, already account for 65% of
NODE,  implying  that  Singapore's  domestic  economy,  especially  its services
sector,  has to be developed further to enable it to reduce its vulnerability to
economic growth and demand in the industrialized countries.

      While domestic  consumption  remains weak and Singapore  will  undoubtedly
continue  developing  its financial  and business  sectors in the long term as a
sub-regional  hub within Asia, we remain  positive on the long term prospects of
selected  well-managed  companies  which  have  successfully  diversified  their
earnings bases throughout the Asian region.

      We will  continue  to focus  of these  "growth"  companies  which  provide
superior but  sustainable  long term  earnings  growth  prospects.  We have also
positioned  the  Fund  to  take  advantage  of  the  growth  in the  demand  for
electronics products through companies involved in the support industries within
the electronics sector.


Sincerely,

/s/ Nigel Webber            /s/ Christina Lam            /s/ Robert M. DeMichele
- ----------------            -----------------            -----------------------
Nigel Webber                Christina Lam                Robert M. DeMichele
Portfolio Manager           Portfolio Manager            President
August, 1997                August, 1997                 August, 1997

*26.24%  and 19.30%  are the one year and since  commencement  (7/3/95)  average
annual standard total returns, respectively, for the period ended June 30, 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.

                                       4
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997 (unaudited)

  NUMBER OF                                                              VALUE
   SHARES                SECURITY                                      (NOTE 1)
- --------------------------------------------------------------------------------
                 COMMON STOCK: 88.0%
                 CHINA: 10.9%
   320,000       Hainan Airlines1 .............................       $  174,720
   900,000       Inner Mongolia Erdos Cashmere Products
                   Company, Ltd. ..............................          756,000
 3,900,000       Nanjing Panda Electronics Company, Ltd. ......          815,512
   850,000       Shandong Chenming Paper1 .....................          830,549
 1,799,680       Shanghai Diesel Engine Company, Ltd.1 ........          611,891
   579,960       Shenzhen Fangda Company1 .....................          842,173
 1,700,000       Tientsin Marine Shipping
                   Company, Ltd.1 .............................          972,400
                                                                     -----------
                                                                       5,003,245
                                                                     -----------
                 HONG KONG: 42.8%
 1,456,000       Beijing Datang Power Generation
                  Company, Ltd.1 ..............................          671,874
 1,300,000       BZW China Steel Warrants1 ....................          396,500
    93,000       Cheung Kong (Holdings), Ltd. .................          918,322
   428,000       China Everbright--IHD
                   Holdings, Ltd.1 ............................        1,278,926
   368,000       China Resources Enterprise ...................        1,805,020
 1,950,000       Citybus Group, Ltd.1 .........................          987,927
   216,000       Dah Sing Financial Group1 ....................        1,196,084
 2,724,000       Dongfang Electrical Machinery
                   Company, Ltd. ..............................          879,018
 4,000,000       Elegance International
                   Holdings, Ltd.1 ............................          640,225
 1,824,000       Founder Hong Kong, Ltd. ......................        1,236,047
   800,000       Guangdong Investments ........................        1,203,003
   800,000       Guangdong Kelon Electrical
                   Holdings Company, Ltd. .....................          764,139
   630,000       Guangnan Holdings, Ltd. ......................          983,958
    75,000       Hang Seng Bank, Ltd.1 ........................        1,069,730
    95,000       Henderson Land Development
                   Company, Ltd. ..............................          843,038
   720,000       Lai Sun Development Company, Ltd. ............          808,542
 1,820,000       Midland Realty Holdings, Ltd. ................          933,812
   153,000       New World Development
                   Company, Ltd. ..............................          912,398
   518,000       Peregrine Investment
                   Holdings, Ltd.1 ............................        1,066,452
   162,000       Shanghai Industrial Holdings, Ltd. ...........        1,007,889
                                                                     -----------
                                                                      19,602,904
                                                                     -----------
                 INDONESIA: 4.7%
 1,686,000       PT Bank Danamon Indonesia ....................          884,084
   784,000       Pt Putra Surya Multidana1 ....................        1,249,434
                                                                     -----------
                                                                       2,133,518
                                                                     -----------
                 MALAYSIA: 8.6%
   455,000       Cold Storage (Malaysia) Bhd ..................          666,996
   198,000       Eastern Oxygen Bhd1 ..........................        1,074,721
    71,000       Hock Seng Lee Bhd ............................          991,579
   460,000       Malaysia International Shipping Bhd ..........        1,193,738
                                                                     -----------
                                                                       3,927,034
                                                                     -----------
                 PHILIPPINES: 1.9%
 3,354,000       Asian Terminals, Inc.1 .......................          610,373
 8,567,200       Mabuhay Vinyl Corporation1 ...................          230,615
                                                                     -----------
                                                                         840,988
                                                                     -----------
                 SINGAPORE: 19.1%
   650,000       Advanced Systems Automation, Ltd.1 ...........        1,227,401
 1,750,000       Datapulse Technology, Ltd.1 ..................          862,853
   780,000       Delifrance Asia, Ltd.1 .......................          872,819
    87,000       Development Bank of Singapore, Ltd. ..........        1,095,220
   898,000       Informatics Holdings, Ltd.1 ..................          536,972
   578,000       Lindeteves-Jacoberg, Ltd.1 ...................          901,451
   592,000       Osprey Maritime, Ltd. ........................          774,235
   592,000       Osprey Maritime, Ltd. (Rights)1 ..............          774,235
   582,000       ST Capital, Ltd. .............................          691,961
   304,800       Want Want Holdings1 ..........................        1,011,936
                                                                     -----------
                                                                       8,749,083
                                                                     -----------

                 TOTAL INVESTMENTS: 88.0%
                   (cost $34,118,762+) (Note 1) ...............       40,256,772

                 Other assets in excess of
                   liabilities: 12.0% .........................        5,508,822
                                                                     -----------
                 TOTAL NET ASSETS: 100.0%
                 (equivalent to $14.18 per share on
                   3,226,909 shares outstanding) ..............      $45,765,594
                                                                     ===========
1 Non-income producing security.
+Aggregate cost for Federal income tax purposes is identical.

                                       5
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997 (unaudited) (continued)
- --------------------------------------------------------------------------------

At June  30,  1997,  the  composition  of the  Fund's  net  assets  by  industry
concentration was as follows:

Banking ..........................................................          6.7%
CapitalEquipment .................................................         11.9
Construction & Housing ...........................................          2.2
Consumer Durable .................................................          3.3
Consumer Nondurable ..............................................          9.2
Electrical & Electronics .........................................          3.7
Energy Sources ...................................................          2.3
Financial Services ...............................................         11.8
Materials ........................................................          3.6
Merchandising ....................................................          2.8
Multi-industry ...................................................          0.5
Real Estate ......................................................         13.6
Services .........................................................          4.7
Trade ............................................................          2.1
Transportation ...................................................          8.1
Utilities ........................................................          1.5
Other Assets .....................................................         12.0
                                                                          -----
    Total Net Assets .............................................        100.0%
                                                                          =====
                                   ----------
LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1997 (unaudited)

ASSETS
Investments at value (cost $34,118,762) (Note 1) .................. $40,256,772
Cash ..............................................................   5,983,541
Receivable for investment securities sold .........................      26,184
Receivable for shares sold ........................................     574,862
Dividends and interest receivable .................................     108,570
Deferred organization expenses, net (Note 1) ......................      40,785
                                                                    -----------
           Total Assets ...........................................  46,990,714
                                                                    -----------
LIABILITIES
Due to Lexington Management Corporation (Note 2) ..................      82,673
Payable for investment securities purchased .......................   1,010,366
Payable for shares redeemed .......................................      78,720
Accrued expenses ..................................................      53,361
                                                                    -----------
           Total Liabilities ......................................   1,225,120
                                                                    -----------
NET ASSETS (equivalent to $14.18 per share
  on 3,226,909 shares outstanding) (Note 4) ....................... $45,765,594
                                                                    ===========
NET ASSETS consist of:
Capital stock--authorized 1,000,000,000 shares,
  $.001 par value per share ....................................... $     3,227
Additional paid-in capital (Note 1) ...............................  37,532,527
Undistributed net investment income (Note 1) ......................      53,112
Accumulated net realized gain on investments
 and foreign currency holdings (Note 1) ...........................   2,036,840
Unrealized appreciation of investments and
 foreign currency holdings ........................................   6,139,888
                                                                    -----------
           Total Net Assets ....................................... $45,765,594
                                                                    ===========

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

                                       6
<PAGE>
LEXINGTON CROSBY SMALL CAP
ASIA GROWTH FUND, INC.
STATEMENT OF OPERATIONS
Six months ended June 30, 1997 (unaudited)

INVESTMENT INCOME
Dividends ..................................  $  403,729
Interest ...................................      64,724
                                              ----------
                                                 468,453
Less: foreign tax expense ..................      25,079
                                              ----------
       Total investment income .............                     $  443,374

EXPENSES
   Investment advisory fee (Note 2) ........     202,087
   Transfer agent and shareholder
     servicing expense (Note 2) ............      43,127
   Custodian expenses ......................      42,292
   Printing and mailing expenses ...........      24,637
   Registration fees .......................      19,632
   Accounting expenses (Note 2) ............      10,008
   Amortization of organization costs
     (Note 1) ..............................       7,661
   Directors' fees and expenses ............       7,488
   Professional fees .......................       6,869
   Computer processing fees ................       3,570
   Other expenses ..........................         586
                                              ----------
     Total expenses ........................                        367,957
                                                                 ----------
     NET INVESTMENT INCOME .................                         75,417

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 5)
   Net realized gain (loss) on:
       Investments .........................   2,596,592
       Foreign currency transactions .......     (42,261)
                                              ----------
         Net realized gain .................                      2,554,331
   Net change in unrealized
     appreciation on:
     Investments ...........................   1,962,799
     Foreign currency translation of
       other assets and liabilities ........       2,096
                                              ----------
       Net change in unrealized
         appreciation ......................                      1,964,895
                                                                 ----------
         Net realized and
           unrealized gain .................                      4,519,226
                                                                 ----------

INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS .........................                     $4,594,643
                                                                 ==========

LEXINGTON CROSBY SMALL CAP
ASIA GROWTH FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS

                                            SIX MONTHS
                                               ENDED               YEAR ENDED
                                            JUNE 30, 1997         DECEMBER 31,
                                            (UNAUDITED)              1996
                                            ------------          -----------
Net investment income (loss) .............. $     75,417           $ (106,176)

Net realized gain (loss) from
   investment and foreign
   currency transactions ..................    2,554,331             (334,704)

Net change in unrealized
   appreciation of investments and
   foreign currency translations ..........    1,964,895            4,045,291
                                           -------------         ------------
       Increase in net assets
         resulting from
         operations .......................    4,594,643            3,604,411

Distributions to shareholders
   in excess of net investment
   income (Note 1) ........................           --              (14,172)

Increase in net assets from capital
   share transactions (Note 4) ............   17,374,479           11,270,269
                                            ------------         ------------
       Net increase in net assets .........   21,969,122           14,860,508

NET ASSETS:

   Beginning of period ....................   23,796,472            8,935,964
                                            ------------         ------------
   End of period (including
    undistributed net investment
    income of $53,112 and
    distributions in excess of net
    investment income of
    $22,305, respectively.) ...............  $45,765,594         $23,796,472
                                            ============        ============

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

                                       7
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 (unaudited) and December 31, 1996

1. SIGNIFICANT ACCOUNTING POLICIES

      Lexington  Crosby  Small Cap Asia Growth  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 capital  appreciation  through investment in common stocks and
equivalents   of   companies   domiciled  in  the  Asia  region  with  a  market
capitalization of less than $1 billion. The Fund commenced operations on July 3,
1995. 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 exchange contracts outstanding at June 30, 1997.

      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

                                       8
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 (unaudited) and December 31, 1996 (continued)

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 $67,351
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 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 the rate of 1.25%  of  average  daily  net  assets.  In
connection with providing  investment advisory services,  LMC has entered into a
sub-advisory contract with Crosby Asset Management (U.S.), Inc. ("Crosby") under
which Crosby provides the Fund with investment management services.  Pursuant to
the terms of the sub-advisory contract between LMC and Crosby, LMC pays Crosby a
monthly  sub-advisory  fee at the annual  rate of 0.625% of the  Fund's  average
daily net  assets.  For 1997,  LMC has  agreed  to  voluntarily  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 2.50% of the Fund's average net assets.  No reimbursement  was
required for the six months ended June 30, 1997.

      The Fund  reimbursed LMC for certain  expenses,  including  accounting and
shareholder servicing costs of $25,374 which were incurred by the Fund, but paid
by LMC.

4. CAPITAL STOCK
      Transactions in capital stock were as follows:
<TABLE>
<CAPTION>

                                                    Six months ended
                                                      June 30, 1997                         Year Ended
                                                      (unaudited)                        December 31, 1996
                                               -----------------------------        ----------------------------
<S>                                            <C>             <C>                   <C>            <C>

                                                Shares            Amount              Shares           Amount
                                                ------            -------             ------           -------
Shares sold .................................  4,073,274       $ 53,214,053          2,376,604      $ 26,361,583
Shares issued on reinvestment of
  dividends .................................         --                 --              1,043            11,526
                                              ----------       ------------          ---------       -----------
                                               4,073,274         53,214,053          2,377,647        26,373,109
Shares redeemed ............................. (2,789,849)       (35,839,574)        (1,349,951)      (15,102,840)
                                              ----------       ------------          ---------       -----------
Net increase ................................  1,283,425       $ 17,374,479          1,027,696      $ 11,270,269
                                              ==========       ============         ==========      ============
</TABLE>

                                       9
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 (unaudited) and December 31, 1996 (continued)

5. PURCHASES AND SALES OF INVESTMENT SECURITIES

      The cost of purchases and proceeds  from sales of  securities  for the six
months ended June 30, 1997,  excluding short-term  securities,  were $35,057,460
and $23,052,871, respectively.

      At June 30, 1997,  the aggregate  gross  unrealized  appreciation  for all
securities  in which  there is an  excess  of value  over tax cost  amounted  to
$8,285,630 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $2,145,742.

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  the  result  of  the  potential  inability  of
counterparties to meet the terms of their contracts.

7. OPTION CONTRACTS

      Premiums  paid when call  options  are  purchased  by the Fund,  represent
investments,  which are marked-to-market daily. When a purchased option expires,
the Fund will  realize a loss in the amount of the premium  paid.  When the Fund
enters into a closing  sales  transaction,  the Fund will realize a gain or loss
depending  on whether the  proceeds  from the  closing  sales  transactions  are
greater or less than the premiums paid for the option. When the Fund exercises a
call option,  the cost of the security  which the Fund  purchases  upon exercise
will be increased by the premium originally paid.

      The  following  call option  transactions  occurred  during the six months
ended June 30, 1997:

                                                          Call Options
                                                -------------------------------
                                                                   Number of
                                                  Cost          Shares Optioned
                                                  ----          ---------------
Outstanding at December 31, 1996 ............  $ 206,830            43,000
Options purchased ...........................         --                --
Options closed ..............................   (206,830)          (43,000)
                                               ---------            ------
Outstanding at June 30, 1997 ................  $      --                --
                                               =========            ======

                                       10
<PAGE>


LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS

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

                                                                                                    July 3, 1995
                                                                 Six months                         (Commencement
                                                                    ended                                of
                                                                  June 30,         Year ended      operations) to
                                                                    1997          December 31,      December 31,
                                                                 (unaudited)          1996              1995
                                                                 ----------        -----------      -------------
<S>                                                             <C>               <C>                   <C>
Net asset value, beginning of period ...........................  $  12.24          $  9.76             $10.00
                                                                  --------          -------             ------
Income (loss) from investment operations:
    Net investment income (loss) ...............................      0.03            (0.05)              0.02
    Net realized and unrealized gain (loss) on
        investments and foreign currency transactions ..........      1.91             2.54              (0.24)
                                                                  --------          -------             ------
    Total income (loss) from investment operations .............      1.94             2.49              (0.22)
                                                                  --------          -------             ------
Less distributions:
    Distributions from net investment income ...................        --               --              (0.02)
    Distributions in excess of net investment income
        (temporary book-tax difference) ........................        --            (0.01)                --
                                                                  --------          -------             ------
Net asset value, end of period .................................  $  14.18          $ 12.24             $ 9.76
                                                                  ========          =======             ======
Total return ...................................................     34.54%*          25.50%             (4.39%)*
Ratio to average net assets:
    Expenses, before reimbursement or waivers ..................      2.28%*           2.64%              3.51%*
    Expenses, net of reimbursement or waivers ..................      2.28%*           2.42%              1.75%*
    Net investment income (loss), before
        reimbursement or waivers ...............................      0.47%*          (0.86%)            (1.24)%*
    Net investment income (loss) ...............................      0.47%*          (0.64%)             0.52%*
Portfolio turnover rate ........................................    154.85%*         176.49%             40.22%*
Average commissions paid on equity security
    transactions** ............................................. $   0.005               --                ----
Net assets at end of period (000's omitted) .................... $  45,766          $23,796             $8,936
</TABLE>

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

                                       11
<PAGE>


LEXINGTON
CROSBY SMALL CAP ASIA GROWTH FUND, INC.

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

SUB-ADVISER
- -------------------------------------------------------------------------------
CROSBY ASSET MANAGEMENT (US), INC.
c/o Crosby Asset Management (Hong Kong) Limited
32/F Asia Pacific Finance Tower
Citibank Plaza
3 Garden Road, Central
Hong Kong

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  Crosby  Small  Cap Asia  Growth  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.




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