LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND INC
N-30D, 1997-02-27
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DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------



MAJORITY OF THE REGION ENJOYED GAINS IN 1996

      Most  Asian  stock  markets  enjoyed  double-digit  gains  in  1996.  This
performance is  attributable to overseas  liquidity,  particularly in the latter
half of the year, but more  importantly,  it re-affirms the importance of Asia's
solid economic fundamentals.  Lexington Crosby Small Cap Asia Growth Fund was up
25.50%* for the one year period ended  December 31, 1996,  as compared to a rise
of 9.97% for the unmanaged Morgan Stanley Capital  International All Country Far
East  ex-Japan  Index.  The stock  markets in Greater China showed the strongest
gains.  Following a few quarters of weak growth, the Hong Kong economy picked up
in the second quarter with a year-on-year GDP growth of 4.3%, compared with 3.3%
in the first quarter. The confidence level of the public improved significantly,
supported by stable  unemployment data, a strong recovery in property prices and
conciliatory  signs offered by the Chinese  authorities.  As we expected,  these
resulted in a re-rating in the Hong Kong stock market, which rose 33.5%. The red
chips,  such  as  China  Resources,  Guangnan  and  Guangzhou  Investment,  were
particularly  strong,  fueled by the improving Chinese economy, as the inflation
rate  declined  and economic  growth fell to more  sustainable  levels.  The `H'
shares  recovered  strongly in  December  and ended the year 29.5%  higher.  The
Shanghai  `B' Share Index  closed up 40.5% and the  Shenzhen  `B' Share Index up
145%.  Across the straits,  Taiwan rose 34%,  buoyed by lower interest rates and
economy recovery.

      Elsewhere,  the stock markets in Malaysia,  Indonesia and the  Philippines
rose between 22 - 24% during the year. With a mild easing on the monetary front,
improvement in the trade balance and with inflationary  pressures under control,
the Malaysian market regained investors' interest.  Likewise, the ability of the
Indonesian government to engineer a soft landing in 1996, following two years of
economic upswing,  has resulted in a 50% surge in the trade surplus in the first
eight months of 1996 and  attracted a wave of foreign  investment.  In the first
quarter of 1996,  realized  foreign  direct  investment  totaled  US$2  billion,
compared  with US$4.4  billion in 1995.  In the  Philippines,  the  accelerating
momentum of the economy and the Ramos administration's  commitment to structural
economic reform, such as oil price  liberalization,  the introduction of VAT and
the  Comprehensive   Tax  Reform  package,   continue  to  provide  a  boost  to
international investor confidence.

      However, both Thailand and Korea continued to suffer from their respective
structural  economic  problems,  high interest rates and  deteriorating  current
account  deficits.  The Korean bourse fell 26% for the year and Thailand by 35%.
The Singapore  stock market declined 2%, as growth  projections  were repeatedly
revised downward, mainly due to the slowing in the electronics industry.


STOCK SELECTION KEY TO 1997 STRATEGY

      We continue to stress the  importance  of stock  selection  for  effective
investment  in the  Asian  stock  markets.  We  believe  that  our  disciplined,
"growth-with-value",  research-based investment process which focuses on certain
key investment  criteria,  will result in superior  long-term  performance.  The
continued  divergence  in both the  performance  of regional  bourses and within
individual markets implies than an active and focused stock selection  strategy,
when coupled with a top-down approach, will continue to prove successful.

      Overweight positions will be maintained in the Greater China stock markets
of Hong Kong, Taiwan and China despite their  out-performance in 1996, since the
positive  factors  outlined above continue to be valid.  Our optimism toward the
increasing  regionalization  of  Singapore  companies  and the  bottoming in the
electronics cycle, coupled with attractive valuations,  means that the Fund will
be overweight in this market. We are positive on the long-term  economic outlook
for the Philippines, which will also be overweighted.


                                       1
<PAGE>

      While  we are  comfortable  with  Indonesia,  we  believe  that a  neutral
weighting is sufficient,  given concerns about political risk. We have moved the
Fund's  overall  Malaysia  exposure to an  underweight  stance  since there is a
downside risk to earnings,  resulting from high interest  rates and  overheating
pressures;  however,  attractive investment  opportunities in key sectors of the
economy continue to be identified. With regard to Thailand, the major laggard of
1996, we expect that improving economic  fundamentals in 1997 will mean that the
Fund's  significant  underweight  position  will be  increased at the expense of
reduced  exposure to the Greater  China  region.  Korea  offers the Fund similar
opportunities.  Elsewhere, India is attractive on a valuation basis and the lack
of structural  economic reform has largely been discounted in share prices.  The
Fund will seek  exposure  in this market when  attractive  opportunities  become
available.


                                   Sincerely,





/s/ Nigel Webber             /s/ Christina Lam          /s/ Robert M. DeMichele
- ------------------           ------------------         -----------------------
  Nigel Webber                 Christina Lam                Robert M. DeMichele
  Portfolio Manager            Portfolio Manager            President
  February, 1997               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 Crosby 
             Small Cap Asia Growth Fund, the unmanaged Morgan 
             Stanley Capital International (EAFE) Index and the 
             unmanaged Morgan Stanley Capital Intgernational All
             Country Far East ex-Japan Index from 6/30/95 through 
             12/31/96.
                                    CHART/END


* 25.50%  and 14.66% are the one year and since  commencement  (7/3/95)  average
  annual  standard  total  return  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 their
  original cost. Total return  represents past performance and is not predictive
  of future results.


                                       2
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1996

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

              COMMON STOCK: 98.8%

              CHINA: 1.8%
   430,000    Eastern Communications1 ...................       $   382,700
   140,000    Shandong Xinhua
              Pharmaceutical Company1 ...................            41,629
                                                                -----------
                                                                    424,329
                                                                -----------

              HONG KONG: 52.3%
 2,088,000    Anhui Expressway Company, Ltd.1 ...........           587,124
    74,000    Cheung Kong (Holdings), Ltd. ..............           657,725
   298,000    Cheung Kong Infrastructure Holdings1 ......           789,787
 1,120,000    China Resources Beijing Land1 .............           709,503
   554,000    China Resources Enterprise, Ltd. ..........         1,246,232
 1,388,000    China Travel International
                Investment Hong Kong, Ltd. ..............           614,596
   110,000    Citic Pacific, Ltd. .......................           638,527
 1,000,000    Guangdong Kelon Electrical
                Holdings Company, Ltd. ..................           646,413
   960,000    Guangnan Holdings .........................           825,340
 1,700,000    Guangzhou Investment Company, Ltd. ........           813,187
    56,800    Hang Seng Bank, Ltd. ......................           690,265
    65,000    Henderson Land Development
                Company, Ltd. ...........................           655,463
   614,000    Kwong Sang Hong International, Ltd. .......           325,456
   720,000    Midland Realty Holdings, Ltd. .............           660,892
   111,000    New World Development Company, Ltd.........           749,806
   198,000    Shanghai Industrial Holdings, Ltd.1 .......           721,862
 1,150,000    Sinocan Holdings, Ltd. ....................           564,965
 1,358,000    Theme International Holdings, Ltd. ........           553,032
                                                                -----------
                                                                 12,450,175
                                                                -----------

              INDONESIA: 5.5%
   265,000    PT Ramayana Lestari Sentosa1 ..............           572,063
   564,866    PT Steady Safe ............................           723,267
                                                                -----------
                                                                  1,295,330
                                                                -----------

              MALAYSIA: 19.0%
    65,000    Cahya Mata Sarawak Bhd ....................           571,371
   291,000    Cold Storage (Malaysia) Bhd ...............           430,939
    22,000    Eastern Oxygen Bhd ........................           111,502
   142,000    Ekran Bhd .................................           595,999
    59,000    Gadek (Malaysia) Bhd ......................           459,057
    48,000    Gadek (Malaysia) Bhd (Warrants)1 ..........           182,458
   235,000    Granite Industries Bhd1 ...................           400,118
    56,000    Hock Seng Lee Bhd1 ........................           853,690
    99,000    Perusahaan Otomobil Nasional Bhd ..........           627,201
   174,000    Wembley Industries Holdings Bhd1 ..........           290,746
                                                                -----------
                                                                  4,523,081
                                                                -----------

              PHILIPPINES: 1.1%
 1,415,000    Asian Terminals,Inc .......................           255,561
                                                                -----------

              SINGAPORE: 14.7%
   650,000    Advanced Systems Automation, Ltd.1 ........           659,842
   686,000    Delifrance Asia, Ltd.1 ....................           563,976
   713,000    Lindeteves-Jacoberg, Ltd.1 ................           667,728
    46,000    Oversea-Chinese Banking Corporation, Ltd...           572,197
   713,000    Roly International Holdings ...............           520,490
   193,000    Want Want Holdings1 .......................           507,590
                                                                -----------
                                                                  3,491,823
                                                                -----------
              SOUTH KOREA: 3.2%
    41,750    Samsung Corporation1 ......................           493,791
     2,740    Shinhan Bank ..............................            37,268
    12,320    Shinwon Corporation .......................           240,426
                                                                -----------
                                                                    771,485
                                                                -----------

              THAILAND: 1.2%
   383,300    National Petrochemical Plc ................           295,248
                                                                -----------

              TOTAL COMMON STOCK
                (cost $19,310,751) ......................        23,507,032
                                                                -----------

              CALL OPTION: 0.8%

              TAIWAN: 0.8%
    43,000    BZW Taiwan Call Warrant 22.7 due 11/97
                (cost $ 206,830)1 (Note 7) ..............           185,760
                                                                -----------

              TOTAL INVESTMENTS: 99.6%
                (cost $19,517,581+) (Note 1) ............        23,692,792
                                                                -----------
              Other assets in excess
                of liabilities: 0.4% ....................           103,680
                                                                -----------

              TOTAL NET ASSETS: 100.0%
                (equivalent to $12.24 per share on
                1,943,484 shares outstanding) ...........       $23,796,472
                                                                ===========


1 Non-income producing security.
+ Aggregate cost for Federal income tax purposes is identical.



                                       3
<PAGE>


LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1996 (continued)

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

      Banking ...................    5.5%
      Capital Equipment .........    6.8
      Construction & Housing ....    6.9
      Consumer Durable ..........   10.1
      Consumer Nondurable .......    9.3
      Energy Sources ............    0.5
      Health & Personal Care ....    0.2
      Holding Companies/
         Diversified ............    2.2
      Materials .................    7.3
      Merchandising .............    2.4
      Multi-Industry ............    8.9
      Real Estate ...............   24.5
      Services ..................    4.1
      Telecommunications ........    1.6
      Trade .....................    3.5
      Transportation ............    5.0
      Other Assets ..............    1.2
                                   -----
        Total Net Assets ........  100.0%
                                   =====

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996

<TABLE>
<CAPTION>

ASSETS
<S>                         <C>               <C>                                                     <C>         
Investments, at value (cost $19,517,581) (Note1) ................................................     $ 23,692,792
Cash ............................................................................................        2,767,950
Receivable for shares sold ......................................................................          302,279
Dividends and interest receivable ...............................................................           21,816
Deferred organization expense, net (Note 1) .....................................................           48,446
Other receivables ...............................................................................           12,985
                                                                                                      ------------
           Total Assets .........................................................................     $ 26,846,268
                                                                                                      ------------

LIABILITIES
Due to Lexington Management Corporation (Note 2) ................................................           24,564
Payable for investment securities purchased .....................................................        1,270,072
Payable for shares redeemed .....................................................................        1,724,553
Distributions payable ...........................................................................            1,463
Accrued expenses ................................................................................           29,144
                                                                                                      ------------
           Total Liabilities ....................................................................        3,049,796
                                                                                                      ------------
NET ASSETS (equivalent to $12.24 per share on 1,943,484 share outstanding) (Note 3) .............     $ 23,796,472
                                                                                                      ============
NET ASSETS consist of:
Capital stock--authorized 1,000,000,000 shares,
  $.001 par value per share .....................................................................     $      1,943
Additional paid in capital (Note 1) .............................................................       20,159,332
Distributions in excess of net investment income (Note 1) .......................................          (22,305)
Accumulated net realized loss on investments and foreign currency transactions (Notes 1 and 6) ..         (517,491)
Unrealized appreciation on investments and foreign currency transactions ........................        4,174,993
                                                                                                      ------------
           Total Net Assets .....................................................................     $ 23,796,472
                                                                                                      ============
</TABLE>

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


                                        4
<PAGE>


LEXINGTON CROSBY SMALL CAP
ASIA GROWTH FUND, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1996

INVESTMENT INCOME
Dividends ...........................      $   263,294
Interest ............................           59,541
                                           -----------
                                               322,835
Less: foreign tax expense ...........           27,073
                                           -----------
       Total investment income ......                        $   295,762

EXPENSES
   Investment advisory fee (Note 2) .          207,247
   Printing and mailing expenses ....           51,816
   Custodian expense ................           50,183
   Transfer agent and shareholder
     servicing expense (Note 2) .....           34,281
   Registration fees ................           22,924
   Directors' fees and expenses .....           16,845
Professional fees ...................           15,815
   Accounting expenses (Note 2) .....           13,791
   Amortization of deferred
     organization costs (Note 1) ....           13,522
   Computer processing fees .........            7,279
   Other expenses ...................            4,952
                                           -----------
     Total expenses .................          438,655
     Less: expenses recovered under
         contract with investment
         adviser (Note 2) ...........           36,717           401,938
                                           -----------       -----------
       Net investment loss ..........                           (106,176)

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS (NOTE 4)
   Net realized loss on:
       Investments ..................         (293,018)
       Foreign currency
         transactions ...............          (41,686)
                                           -----------
         Net realized loss ..........                           (334,704)
   Net change in unrealized
     appreciation on:
     Investments ....................        4,045,260
     Foreign currency translations of
       other assets and liabilities .               31
                                           -----------
       Net change in unrealized
        appreciation ................                          4,045,291
                                                             -----------
       Net realized and
        unrealized gain .............                          3,710,587
                                                             -----------

INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS .........                        $ 3,604,411
                                                             ===========


LEXINGTON CROSBY SMALL CAP
ASIA GROWTH FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                                 JULY 3, 1995
                                                                (COMMENCEMENT
                                                 YEAR ENDED     OF OPERATIONS)
                                                DECEMBER 31,    TO DECEMBER 31,
                                                   1996               1995
                                               ------------       -----------
Net investment income (loss) ............      $   (106,176)      $    14,754
Net realized loss from investments
   and foreign currency transactions ....          (334,704)         (222,515)
Net change in unrealized
   appreciation of investments and
   foreign currency translations ........         4,045,291           129,702
                                               ------------       -----------
       Increase (decrease) in net
         assets resulting from
         operations .....................         3,604,411           (78,059)
Distributions to shareholders from
   net investment income ................                --           (18,581)
Distributions to shareholders in
   excess of net investment income
   (Note 1) .............................            14,172                --
                                               ------------       -----------

Increase in net assets from capital
   share transactions (Note 3) ..........        11,270,269         9,032,604
                                               ------------       -----------
       Net increase in net assets .......        14,860,508         8,935,964

NET ASSETS:
   Beginning of period ..................         8,935,964                --
                                               ------------       -----------
   End of period (including
           distributions in excess of net
     investment income of $57,727
     and $1,869, respectively.) .........      $ 23,796,472       $ 8,935,964
                                               ============       ===========


                                       5
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995


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 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 is 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 $67,351
have been deferred and are being  amortized on a  straight-line  basis over five
years.



                                        6
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995 (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
      USE OF ESTIMATES  The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
increases  and  decreases  in net assets from  operations  during the  reporting
period. Actual results could differ from those estimates.

2.  INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATE
The Fund pays an  investment  advisory fee to Lexington  Management  Corporation
("LMC") at 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.), Ltd. ("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.  LMC  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 1.75% of
the Fund's average net assets through April 30, 1996. Thereafter, the investment
advisory  contract  provides that the total annual expenses of the Fund will not
exceed the level of expenses  which the Fund is permitted to bear under the most
restrictive  expense limitation imposed by any state in which shares of the Fund
are  offered  for sale.  Reimbursement  for the year  ended  December  31,  1996
amounted to $36,717 and is set forth in the statement of operations.

      The Fund also reimburses LMC for certain  expenses,  including  accounting
and shareholder  servicing costs of $23,449 which were incurred by the Fund, but
paid by LMC.

3. CAPITAL STOCK
      Transactions in capital stock were as follows:

<TABLE>
<CAPTION>

                                                                               July 3, 1995
                                             Year ended                 (commencement of operations)
                                         December 31, 1996                  to December 31, 1995
                                   ------------------------------       ----------------------------
                                        Shares             Amount           Shares            Amount
                                   -----------       ------------       ----------       -----------
<S>                                  <C>             <C>                   <C>           <C>        
Shares sold .................        2,376,604       $ 26,361,583        1,003,607       $ 9,916,274
Shares issued on reinvestment
  of dividends ..............            1,043             11,526            1,372            13,320
                                   -----------       ------------       ----------       -----------
                                     2,377,647         26,373,109        1,004,979         9,929,594
Shares redeemed .............       (1,349,951)       (15,102,840)         (89,191)         (896,990)
                                   -----------       ------------       ----------       -----------
Net increase ................        1,027,696       $ 11,270,269          915,788       $ 9,032,604
                                     =========       ============       ==========       ===========
</TABLE>


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  $40,707,997  and
$28,513,862, 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
$4,828,790 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $653,797.


                                       7
<PAGE>


LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995 (continued)


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


6.  FEDERAL INCOME TAXES--CAPITAL LOSS CARRYFORWARDS

Capital  loss  carryforwards  available  for Federal  income tax  purposes as of
December 31, 1996 are approximately:

          $224,473 expiring in 2003; and
          $293,018 expiring in 2004.

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


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 transaction 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 year ended December
31, 1996:

                                                       Call Options
                                            ----------------------------------
                                                                    Number of
                                            Cost                 Shares Optioned
                                          ----------             --------------
Outstanding at December 31, 1995                  --                     --
Options purchased                          $ 314,000                467,500
Options closed                              (107,170)                (3,500)
                                           ---------                -------
Outstanding at December 31, 1996           $ 206,830                 43,000
                                           =========                =======



                                       8
<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
                                                                                           (COMMENCEMENT
                                                                         YEAR ENDED       OF OPERATIONS) TO
                                                                        DECEMBER 31,        DECEMBER 31,
                                                                            1996                1995
                                                                       -------------      -----------------
<S>                                                                        <C>                 <C>   
Net asset value, beginning of period ............................           $ 9.76             $10.00
                                                                           -------             ------
Income (loss) from investment operations:
  Net investment income (loss) ..................................            (0.05)              0.02
  Net realized and unrealized gain (loss) on investments and
              foreign currency transactions .....................             2.54              (0.24)
                                                                           -------             ------
  Total income (loss) from investment operations ................             2.49              (0.22)
                                                                           -------             ------
Less distributions:
  Distributions from net investment income ......................            (0.01)                --
                                                                           -------             ------
Net asset value, end of period ..................................           $12.24              $9.76
                                                                           =======             ======
Total return ....................................................            25.50%             (4.39)%*

Ratio to average net assets:
Expenses, before reimbursement or waivers .......................             2.64%              3.51%*
Expenses, net of reimbursement or waivers .......................             2.42%              1.75%*
Net investment (loss), before reimbursement or waivers ..........            (0.86%)            (1.24)%*
Net investment income (loss) ....................................            (0.64%)             0.52%*
Portfolio turnover rate .........................................           178.82%             40.22%*
Average commission paid on equity security transactions** .......           $0.004                 -- 
Net assets, end of period (000's omitted) .......................          $23,796             $8,936
                                                                           =======             ======
</TABLE>


* Annualized
** In accordance with recent SEC disclosure  guidelines,  the average commission
   paid in equity  security  transactions  is calculated for the current period,
   but not for the prior period.


                                        9
<PAGE>



INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Lexington Crosby Small Cap Asia Growth Fund, Inc.:

      We have audited the accompanying  statements of net assets  (including the
portfolio of investments)  and assets and liabilities of Lexington  Crosby Small
Cap Asia Growth Fund,  Inc. as of December 31, 1996,  the related  statements of
operations  for the year then ended,  the statement of changes in net assets and
the financial highlights for the year then ended and for the period from July 3,
1995  (commencement  of  operations)  to  December  31,  1995.  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
purchased but not 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  Crosby Small Cap Asia Growth Fund,  Inc. as of December 31, 1996, the
results of its operations for the year then ended, and changes in its net assets
and the  financial  highlights  for the year then ended and for the period  from
July 3, 1995 to  December  31,  1995,  in  conformity  with  generally  accepted
accounting principles.


                                                           KPMG Peat Marwick LLP


New York, New York
February 14, 1997



                                       10
<PAGE>


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

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

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

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

CHECK  WRITING  PRIVILEGES--Lexington  Money Market Trust and Lexington Tax Free
Money Fund permit  investors  immediate access to their funds with check writing
for withdrawals from their account.
                                   ----------

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

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

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

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


THE LEXINGTON GROUP OF
NO LOAD INVESTMENT COMPANIES

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

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

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

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

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

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

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

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

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

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

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

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

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

LEXINGTON TAX FREE MONEY FUND,  INC.--Seeks  current  income exempt from Federal
income  taxes  while   maintaining   stability  of   principal,   liquidity  and
preservation of capital.


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


                                       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 Tower
Citibank Plaza
3 Garden Road
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.


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


- --------------------------------------------------------------------------------
                                     [LOGO]

                                    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.
- --------------------------------------------------------------------------------

                                  ANNUAL REPORT
                                DECEMBER 31, 1996
                               The Lexington Group
                                   of NO LOAD
                              Investment Companies
- --------------------------------------------------------------------------------



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