LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND INC
N-30D, 1998-03-02
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Dear Shareholders:
- --------------------------------------------------------------------------------

      Lexington Crosby Small Cap Asia Growth Fund declined by 42.3%* for the one
year period ended  December 31, 1997, as compared to a decline of 40.92% for the
unmanaged  Morgan Stanley  Capital  International  All Country Far East ex-Japan
Index.

      The currency and stock market crises in Southeast  Asia finally  spread to
Hong Kong and Taiwan in October.  The Taiwanese  dollar  depreciated 7.6% during
the month  following  the decision by the Taiwan  Central Bank not to defend the
currency. The Taiwanese currency finished the quarter 12.5% lower and the bourse
lost 5.4%.

      The Taiwanese  dollar fall  triggered  heavy selling  pressure in the Hong
Kong dollar, the only currency in Asia which has been unaffected by the region's
currency  turmoil.  While the Hong Kong  government  has maintained the currency
peg, interest rates were raised and investors'  sentiment was dampened,  leading
to a loss of 28.7% in the Hang Seng Index during the quarter. Chinese "B" shares
also came under selling pressure on increasing fears of an economic  slowdown in
China in 1998, and rumors of an imminent Renminbi depreciation. The Shanghai and
Shenzhen  "B" share  markets  lost  26.8% and  24.0%,  respectively,  during the
quarter.

      Institutional  selling  remained  rampant  around the  region.  Bourses in
Indonesia,  Singapore  and Malaysia  fell 26.5%,  21.7% and 27.0%  respectively,
accompanied by a further depreciation in their currencies. The Indonesian Rupiah
lost 40.5%, the Malaysian  Ringgit 16.5% and the Singapore dollar 9.1%. The Thai
stock market shed 31.6%, with the Baht ending 24.9% lower, as investors remained
skeptical of the impact of the  country's  economic  rescue plan.  Financial and
economic  troubles  in Korea  took the  market  down  41.8% and the  Korean  Won
suffered a 46% decline.  Philippines shares lost 9.1% and the Peso fell 13.9% on
lingering political and economic uncertainties.

      During the quarter,  the Fund's  investments  in Malaysia were  completely
sold and  investments  in Hong Kong,  China and  Singapore  were  trimmed.  Only
exposure to Taiwan was raised.

Economic Outlook and Strategy 1997-1998

      Alan Greenspan has so far shown a predilection to be ahead of the interest
rate  curve.  However,  recent  events  will  probably  mean that  rates will be
unchanged for some time as the Fed seeks the middle ground  between the tightest
domestic labor market in two decades and the crisis in Asia, which has triggered
turbulence in markets worldwide. Policy coordination will be necessary to enable
developed economies to ride out the current fragilities.

      The Asian  currency  crisis  which  started in  Thailand  in July 1997 has
spread to include  one of the  region's  biggest  economies,  South  Korea.  The
turmoil  appears  to be far more  serious  than the  events  which took place in
Mexico  in late  1994.  The  current  crisis  is more  startling  because  it is
occurring  in some  of the  most  dynamic  economies  in the  world.  The  Asian
economies,  excluding  Japan,  have  accounted for more than 50% of world growth
since 1990, while Mexico's share was only 1%.

      The Mexican  currency crisis was attributable to a combination of factors,
including a high current account  deficit,  political  instability and rising US
interest  rates.  The large  current  account  deficit  was partly the result of
structural factors, such as Mexico's low savings rate, import dependency and the
fact that the country was an inherently low growth economy. The low savings rate
implied  that,  in times of rapid  cyclical  growth,  the country  was  strongly
dependent on foreign  capital to support a high level of investment.  Therefore,
leading up to the 1995 crisis, most of the growth in Mexico's external imbalance
was triggered by cyclical factors including excessive domestic spending,  rising
global interest rates  resulting from the Fed tightening,  cycle

                                       1
<PAGE>

and the gradual real  appreciation  in the Mexican peso. In the end, the Mexican
crisis, though severe, was essentially a problem of excess demand which could be
dealt with rapidly.

      Asia's  problem  is  one  of  excess  supply  and  is  the  by-product  of
inappropriate structural economic policies, and thus is expected to be more long
lasting than Mexico's. The countries of Southeast Asia have long pursued various
forms of direct or indirect exchange rate links to the US dollar.  Over time the
stability  of the dollar link  encouraged  many Asian  companies  to seek dollar
loans rather than more expensive  local currency  credit.  The resulting  excess
liquidity led to a systematic  pattern of over-investment  which,  combined with
poorly regulated  banking systems,  made the Southeast Asian private sector very
vulnerable to insolvency in the event of a slowdown.  The  over-valuation of the
local currencies eventually brought the over investment to a head as surrounding
countries, such as China and Japan, depreciated their currencies.

      The Asian  turmoil has  affected  different  groups of  countries  in very
different ways. Two groups have been comparatively unscathed. The first consists
of the huge,  relatively closed economies of India and China. They are closed in
the sense that companies have only restricted  access to  international  capital
markets, not closed to world trade.

Government intervention in these economies is widespread.

      The  second  group  is at the  opposite  extreme:  small,  extremely  open
countries, in which companies are free to borrow abroad and where the government
plays only a small role in the economy:  Taiwan, Singapore and Hong Kong. Though
affected,  they have not suffered to the same extent as a third group: Thailand,
Indonesia,  South Korea and Malaysia.  This group combines features of the other
two.  Companies are free to borrow  abroad,  as in group two, but the government
retains a  considerable  influence on the  economy,  as in group one. It is this
structure that many economists believe is to blame for the Asian crisis.

      The Asian region is currently undergoing a pronounced economic slowdown to
correct the earlier excesses of too rapid growth, current account imbalances and
excessive reliance on short term capital inflows, especially where those inflows
were  unhedged  or  used  unproductively.   Regional  growth  in  1998  will  be
characterized  by sharply  weaker  domestic  demand which will be  sufficient to
produce a  region-wide  contraction  in current  account  deficits and begin the
process of restoring investor confidence, which will be necessary to reverse the
recent negative portfolio flows and slowdown in foreign direct investment.

      Within Asia Pacific,  Australia is probably the best positioned to weather
the  slowdown in Asian  growth,  as the country  continues to enjoy low interest
rates,  mainly due to  concerns  about  growth in Asia,  and  uncertainty  about
earnings in the  resource  sector.  The record of a bumper  Christmas  season is
another encouraging sign. While the recent improvement in export competitiveness
of the Asian countries has been primarily driven by currency  devaluation,  with
labor costs in local  currencies  still  rising,  the sustained  improvement  in
Australia's   international   competitiveness   has  been  achieved  through  an
improvement in unit labor costs.  This fundamental  gain in productivity,  along
with a boost from the domestic  inventory  cycle,  will  provide the  Australian
economy  with some  resilience  to the Asian  downturn.  We will be  looking  to
provide the Fund with exposure to stocks in Australia within the next quarter.

      With the continued falls in the Asian currencies, the immediate assumption
is that the Hong Kong dollar and the Chinese Renminbi are becoming  increasingly
over-valued,  and investors are concerned  about higher interest rates resulting
in collapsing  asset prices and a growing  current account deficit in Hong Kong.
Credit Lyonnais is of the view that the currency  markets have already priced in
the likelihood of a debt moratorium in certain  Southeast Asian countries,  as a
precursor  to an attempt to inflate  away debt  problems.  Should  this become a
reality,  then the impact on the defaulting country would be extremely severe in
that:  1) high  inflation  will erode  some of the  advantages  of the  currency
depreciation, 2) foreign direct investments would suffer, and 3) a default and a
focus on  export-oriented  growth  should  produce trade  sanctions  against the
offending nation.

      The Southeast  Asian  countries in question thus have two options.  First,
the default or  hyper-inflationary  scenario  and second,  a move  towards  full
liberalization  under the IMF  program.  We expect and hope that the

                                       2
<PAGE>


latter will ultimately be the preferred option in view of the ineffectiveness of
the former.  Adoption of the former may not mean that  inroads will be made into
global market trading share, as discussed  above,  while the latter would result
in significant  upside for the regional  currencies  concerned.  Either of these
scenarios  means  that it is  unlikely  that  China  and Hong  Kong  would  lose
competitiveness  from current levels.  Indeed,  such  uncertainties are probably
already, to an extent, reflected in the current equity prices.

      On a macro basis,  we maintain our view that the stronger Asian  countries
will  enjoy a more  rapid  recovery.  The bulk of the  Fund's  investments  will
continue to be concentrated in Greater China, Singapore and Australia. Singapore
is  expected  to  be  further  significantly  affected  in  the  short  term  by
depreciating  currencies,  a  regress  in  offshore  loans to its  neighbors,  a
retrenchment  in its  financial  services  industry  and a  slowing  electronics
sector.

      However, we are convinced that a disciplined,  research based,  pro-active
investment strategy such as ours will be the key to capitalizing on the recovery
in the Asian stock markets in the future. On-the-ground presence is required for
greater  "stress"  testing of  companies,  and we continue  to believe  that the
potential  investment  returns in Asia in the long term will be more  attractive
than in the past as the result of the various uncertainties presently prevailing
in the region.

      The significant falls in both the currencies and share prices is beginning
to  reveal  potential  buying  opportunities,  both for the  long  term and on a
trading basis. Our strategy is to continue monitoring these situations and start
accumulating  positions at an appropriate  time. We are targeting  fundamentally
attractive,  well-managed companies in Asia with low debt levels and established
franchises, which we believe will be able to survive into the future.

China

      Given the country's  problems of excess  capital stock and  non-performing
loans in the banking  sector,  China's  economic  growth is bound to slow in the
next two years.  After the investment and consumption cycles in the past five to
seven years,  it may be difficult  to reflate the economy,  irrespective  of how
much  interest  rates are lowered.  However,  the risk of recession is also low,
since consumers are not-over  burdened by debt, and the  state-owned  enterprise
reforms are already in  progress,  with some proven  success.  Moderate  growth,
rather than an early and sharp surge in domestic demand,  may be the best option
to maintain the  liquidity  in China's  banking  system,  while  supporting  the
Renminbi at its current  exchange  rate.  Although the immediate  pressure is to
appreciate,  we expect the Renminbi to  depreciate  in the longer  term,  as the
People's  Bank of China  continues  to  supply  liquidity  to  recapitalize  the
country's banks.

Singapore

      Despite  the  problems it is  currently  facing,  Singapore  has the least
structural  problems in Asia, and is the economy most likely to adapt quickly to
the  challenges  posed by  regional  shakeout.  The  country  will be looking to
accelerate the  liberalization  and privatization of Singapore  corporations and
confront the issue of  competitiveness  and  productivity  growth.  In addition,
Singapore is expected to accelerate  its move up the  value-added  curve,  which
will  mean  relocating  more  operations  to  the  region.  This  will  increase
Singapore's  leverage on the export recovery of its neighbors,  whose currencies
have devalued more significantly.  With a current account surplus accounting for
15% of 1996 GDP and a budget  surplus of 8%,  Singapore  can take  advantage  of
renewed opportunities in the region as debt-burdened companies seek partners and
capital.

                                       3
<PAGE>

Taiwan

      While  the  recent  regional  currency  turmoil  has  resulted  in a 17.5%
depreciation in the NT dollar against its US counterpart,  we believe the impact
will be both  moderate  and  positive.  The weaker NT dollar is expected to help
improve  Taiwan's  export  competitiveness,  although  it  should  not  lead  to
significant inflationary pressures. Although the currency's strength against the
Korean Won will certainly hurt the country's  cyclical  industries to an extent,
we still expect moderate  corporate EPS growth in 1998,  mainly due to the still
strong performance from selected electronics companies. In addition, we expect a
gradual  bottoming  in the  local  economy,  underpinned  by a  recovery  in the
property sector,  which together with domestic demand, is anticipated to provide
Taiwan's economic growth with an added boost this year.

                                   Sincerely,

/s/Christina Lam           /s/Simon C.N. Thompson         /s/Robert M. DeMichele
- -----------------          -----------------------        ---------------------

Christina Lam              Simon C.N. Thompson            Robert M. DeMichele
Portfolio Manager          Portfolio Manager              President
February, 1998             February, 1998                 February, 1998


            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 INTERNATIONAL ALL COUNTRY
                             FAR EAST EX-JAPAN INDEX

[The following table represents a chart in the printed report]

Year         Lexington Crosby Small Cap      
             Asia Growth Fund             MSCI       EAFE
- ----         ----------------             ----       ----
6/30/95      $10,000                    $10,000    $10,000   
12/31/95     $9,781                     $9,838     $10,839   
6/30/96      $11,264                    $10,884    $11,328   
12/31/96     $12,274                    $10,819    $11,494   
6/30/97      $14,220                    $11,270    $12,782   
12/31/97     $7,080                      $6,392    $11,698   


                                        AVERAGE ANNUAL STANDARD TOTAL RETURNS
                                            FOR THE PERIOD ENDED 12/31/97

Fund/Index                               1 Year              Since Inception
                                                               (6/30/95)

Lexington Crosby Small Cap Asia Growth   (42.32%)                 (12.91%)
     Fund
MSCI All Country Far East ex-Japan Index (40.92%)                 (16.39%)
Morgan Stanley Capital International 
     (EAFE) Index                          1.78%                    6.48%

The graph,  prepared  in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund with a similar  investment in the Morgan Stanley  Capital
International  (EAFE) Index and the Morgan  Stanley  Capital  International  All
Country  Far East  ex-Japan  Index.  Results  for the Fund,  the Morgan  Stanley
Capital  International (EAFE) Index and the Morgan Stanley Capital International
All Country Far East ex-Japan Index include the reinvestment of all dividend and
capital  gain  distributions.  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.

*-42.32% and -12.91% are the one year and since  commencement  (7/3/95)  average
annual standard total returns,  respectively,  for the period ended December 31,
1997.  Investment  return and principal value of an investment will fluctuate so
that an  investor' s shares,  when  redeemed,  may be worth more or less than at
their  original  cost.  Total  return  represents  past  performance  and is not
predictive of future results.

                                       4
<PAGE>


Lexington Crosby Small Cap Asia Growth Fund, Inc.
Statement of Net Assets
(Including the Portfolio of Investments)

December 31, 1997

  Number of                                      Value
   Shares                Security              (Note 1)
- -------------------------------------------------------------------------------
              Common Stock: 97.8%

              China: 32.0%
1,600,000     Hubei Sanonda Company, Ltd.1 ..  $ 644,273
1,100,000     Inner Mongolia Erdos
                Cashmere Products Company,
                Ltd.1 .......................    376,200
  750,000     Shandong Chenming Paper
                Holdings, Ltd.1 .............    529,473
1,799,680     Shanghai Diesel Engine
                Company, Ltd. ...............    226,760
2,700,000     Shanghai Petrochemical
                Company, Ltd. ...............    421,643
1,863,090     Shanghai Tyre & Rubber
                Company, Ltd. ...............    465,772
  450,000     Shenzhen Fangda Company,
                Ltd. ........................    516,890
1,119,000     Tientsin Marine Shipping
                Company, Ltd.1 ..............    529,287
2,000,000     Yizheng Chemical Fibre
                Company, Ltd. ...............    361,371
1,150,000     Zhejiang Southeast Electric
                Power Company, Ltd. "B"1 ....    369,150
                                              ----------
                                               4,440,819
                                              ----------
              Hong Kong: 35.7%
1,100,000     Beijing Datang Power
                Generation Company, Ltd.1 ...    503,984
  252,000     China Resources Enterprise ....    562,655
2,000,000     Dongfang Electrical Machinery
                Company, Ltd. ...............    291,678
  860,000     Founder Hong Kong, Ltd. .......    532,764
  500,000     Guangdong Kelon Electrical
                Holdings Company, Ltd. ......    513,018
   57,000     Hang Seng Bank, Ltd. ..........    549,897
  393,000     Ka Wah Bank ...................    344,903
  163,000     New World Development
                Company, Ltd. ...............    563,791
3,016,000     Semi-Tech (Global), Ltd. ......    494,345
  158,000     Shanghai Industrial 
                Holdings, Ltd. ..............    587,280
                                              ----------
                                               4,944,315
                                              ----------
              Indonesia: 0.1%
  199,000     PT Bank Danamon Indonesia ...       12,675
                                             -----------
              Philippines: 1.5%
3,354,000         Asian Terminals, Inc. ...      210,157
                                             -----------
              Singapore: 22.5%
  296,000     Advanced Systems
                Automation, Ltd. ..........      238,917
1,773,000     Datapulse Technology, Ltd.1 .      384,076
  567,000     Delifrance Asia, Ltd. .......      595,624
1,286,000     Informatics Holdings, Ltd. ..      572,424
  508,000     Lindeteves-Jacoberg, Ltd. ...      385,913
  556,000     Osprey Maritime, Ltd. .......      445,476
  364,000     Want Want Holdings1 .........      502,320
                                             -----------
                                               3,124,750
                                             -----------
              Taiwan:  6.0%
  330,000     Delpha Construction 
                Company, Ltd. .............      492,974
  100,000     Taiwan Semiconductor
                Manufacturing Company .....      342,854
                                             -----------
                                                 835,828
                                             -----------
              TOTAL INVESTMENTS: 97.8%
                (cost $20,914,674 )
                  (Note 1) ................   13,568,544
                                             -----------
              Other assets in excess
                 of liabilities:  2.2% ....      298,318
                                             -----------
              TOTAL NET ASSETS: 100.0%
                (equivalent to $7.06 per 
                share on 1,965,248 shares 
                outstanding) ..............  $13,866,862
                                             ===========

1 Non-income producing security.
+  Aggregate cost for Federal income tax purposes is $20,943,194.

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

Banking ..................................    6.5%
Capital Equipment ........................   12.1
Consumer Durable .........................   13.3
Consumer Nondurable ......................   12.2
Electrical & Electronics .................    5.2
Materials ................................   17.9
Real Estate ..............................   11.7
Services .................................    5.6
Transportation ...........................    7.0
Utilities ................................    6.3
Other assets .............................    2.2
                                            -----
  Total Net Assets .......................  100.0%
                                            =====


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


                                       5
<PAGE>

Lexington Crosby Small Cap Asia Growth Fund, Inc.
Statement of Assets and Liabilities
December 31, 1997

<TABLE>
<CAPTION>
<S>                                                                      <C>   
Assets
Investments, at value (cost $20,914,674) (Note 1) ..................     $13,568,544
Cash ...............................................................         167,702
Foreign currency (cost $6,908) .....................................           6,546
Receivable for investment securities sold ..........................         263,117
Receivable for shares sold .........................................         182,231
Dividends and interest receivable ..................................          54,905
Deferred organization expense, net (Note 1) ........................          34,945
                                                                         -----------
           Total Assets                                                   14,277,990
                                                                         -----------
Liabilities
Due to Lexington Management Corporation (Note 2) ...................          17,596
Payable for shares redeemed ........................................         352,283
Accrued expenses ...................................................          41,249
                                                                         -----------
           Total Liabilities .......................................         411,128
                                                                         -----------
Net Assets (equivalent to $7.06 per share on 1,965,248 shares 
outstanding) (Note 3) ..............................................     $13,866,862
                                                                         ===========
Net Assets consist of:
Capital stock--authorized 1,000,000,000 shares,
  $.001 par value per share ........................................     $     1,965
Additional paid in capital (Note 1) ................................      23,866,929
Accumulated deficit (Note 1) .......................................         (57,394)
Accumulated net realized loss on investments and foreign currency
  holdings (Notes 1 and 6) .........................................      (2,598,140)
Unrealized depreciation on investments and foreign
 currency holdings .................................................      (7,346,498)
                                                                         -----------
           Total Net Assets                                              $13,866,862
                                                                         ===========


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


                                       6


<PAGE>

Lexington Crosby Small Cap
Asia Growth Fund, Inc.
Statement of Operations
Year ended December 31, 1997

Investment Income
Dividends ....................   $   561,213
Interest .....................       120,630
                                   ---------
                                     681,843
Less: foreign tax expense ....        34,767
                                   ---------
       Total investment income                $   647,076
Expenses
   Investment advisory fee (Note 2)  407,615
   Transfer agent and shareholder
     servicing expense (Note 2) ...   93,432
Custodian expense .................   79,952
   Printing and mailing expenses ..   41,470
   Registration fees ..............   30,116
   Accounting expenses (Note 2) ...   27,227
   Professional fees ..............   17,519
   Directors' fees and expenses ...   16,683
   Amortization of organization
     costs (Note 1) ...............   13,501
   Computer processing fees .......    8,361
   Other expenses .................   14,505
                                   ---------
     Total expenses ...............               750,381
                                              -----------
       Net investment loss ........              (103,305)
Realized and Unrealized Loss
on Investments (Note 4)
   Net realized loss on:
       Investments ...............(2,080,649)
       Foreign currency
         transactions ............  (179,845)
                                   ---------
         Net realized loss .......             (2,260,494)
   Net change in unrealized
     appreciation on:
     Investments ..............  (11,521,341)
     Foreign currency translation
        of other assets and
        liabilities ..............      (150)
                                   ---------
       Net change in unrealized
        appreciation .............            (11,521,491)
                                             ------------
       Net realized and
        unrealized loss ..........            (13,781,985)
                                              -----------
Decrease in Net Assets
  Resulting from Operations ......           $(13,885,290)
                                              ===========
Lexington Crosby Small Cap
Asia Growth Fund, Inc.
Statements of Changes in Net Assets
Years ended December 31, 1997 and 1996


                                             1997         1996
                                            ----------   ---------
Net investment loss .....................   $(103,305)  $(106,176)
Net realized loss from investments
   and foreign currency transaction .....  (2,260,494)   (334,704)
Net change in unrealized
   appreciation of investments and
   foreign currency translation ......... (11,521,491)  4,045,291
                                                      ------------
       Increase (decrease) in net
         assets resulting from
         operations ..................... (13,885,290)  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 3) ..........3,955,680      11,270,269
                                                      ------------ 
       Net increase (decrease)
         in net assets ................ (9,929,610)     14,860,508
Net Assets:
   Beginning of period ................ 23,796,472       8,935,964
                                                      ------------
   End of period (including  
     accumulated deficit of $57,394 
     and distributions in
     excess of net investment 
     income of $22,305, 1997 and 1996,
     respectively) ..................  $13,866,862     $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
December 31, 1997 and 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 December 31, 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 accounting principles.  At December 31, 1997,
reclassifications  were made to the Fund's capital accounts to reflect permanent
book/tax  differences  and income and gains  available  for  distribution  under
income tax regulations. Net investment income, net realized gains and net assets
were not affected by this change.

     DEFERRED  ORGANIZATION  EXPENSES  Organization expenses aggregating $67,351
have been deferred and are being  amortized on a  straight-line  basis over five
years.

                                       8
<PAGE>

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

1.  SIGNIFICANT ACCOUNTING POLICIES (continued)

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

2.  INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATE

The Fund pays an  investment  advisory fee to Lexington  Management  Corporation
("LMC") at 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
year ended December 31, 1997.

The  Fund  reimbursed  LMC  for  certain  expenses,   including  accounting  and
shareholder  servicing costs of $56,400 which are incurred by the Fund, but paid
by LMC.

3.  CAPITAL STOCK

     Transactions in capital stock were as follows:

</TABLE>
<TABLE>
<CAPTION>

                                                               Year ended
                                          December 31, 1997                    December 31, 1996
                                  --------------------------------      ------------------------------
                                      Shares            Amount              Shares           Amount
                                      ------            -------             ------           -------
<S>                                  <C>              <C>                  <C>             <C>        
Shares sold ....................     6,779,615        $83,723,229          2,376,604       $26,361,583
Shares issued on reinvestment
   of dividends ................        --                 --                  1,043            11,526
                                     ---------         ----------          ---------        ----------
                                     6,779,615         83,723,229          2,377,647        26,373,109
Shares redeemed ................    (6,757,851)       (79,767,549)        (1,349,951)      (15,102,840)
                                     ---------         ----------          ---------        ----------
Net increase ...................        21,764         $3,955,680          1,027,696       $11,270,269
                                     =========         ==========          =========        ==========
</TABLE>

4.  PURCHASES AND SALES OF INVESTMENT SECURITIES

The cost of purchases and proceeds  from sales of securities  for the year ended
December  31,  1997,  excluding  short-term  securities,  were  $59,279,828  and
$55,799,577, respectively.

At December  31, 1997,  the  aggregate  gross  unrealized  appreciation  for all
securities  in which  there is an  excess  of value  over tax cost  amounted  to
$855,420 and aggregate gross unrealized depreciation for all securities in which
there is an excess of tax cost over value amounted to $8,230,070.



                                       9
<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996 (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, 1997 are:

         $74,006 expiring in 2003; and
         $1,553,376 expiring in 2005.

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  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 year ended December
31, 1997:

<TABLE>
<CAPTION>
                                                        Call Options
                                           -----------------------------------
                                                                 Number of
                                              Cost            Shares Optioned
                                           ----------        ----------------
<S>                     <C> <C>             <C>                   <C>   
Outstanding at December 31, 1996            $ 206,830             43,000
Options purchased                                  --                 --
Options closed                               (206,830)           (43,000)
                                            ---------            -------
Outstanding at December 31, 1997            $      --                 --
                                            =========            =======
</TABLE>



                                       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
                                                                                          (commencement
                                                                                          of operations) to
                                                                                          December 31,
                                                                  1997          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) .............................      (0.05)       (0.05)       0.02
    Net realized and unrealized gain (loss) on investments and
        foreign currency transactions ........................      (5.13)        2.54       (0.24)
                                                                 --------     --------     -------
    Total income (loss) from investment operations ...........      (5.18)        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 ...............................   $  7.06      $  12.24     $  9.76
                                                                 ========     ========     =======
Total return .................................................    (42.32%)      25.50%     (4.39)%*
Ratio to average net assets:
    Expenses, before reimbursement or waivers ................      2.30%        2.64%       3.51%*
    Expenses, net of reimbursement or waivers ................      2.30%        2.42%       1.75%*
    Net investment loss, before reimbursement
      or waivers .............................................     (0.32%)      (0.86%)    (1.24)%*
    Net investment income (loss) .............................     (0.32%)      (0.64%)      0.52%*
Portfolio turnover rate ......................................    187.41%      176.49%      40.22%*
Average commission paid on equity security transactions** ....   $  0.005          --           --
Net assets, end of period (000's omitted) ....................   $ 13,867     $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
   commissions  paid on equity  security  transactions  are  calculated  for the
   periods  beginning  with the year ended  December 31, 1996, but not for prior
   periods.

                                       11
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Lexington 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, 1997,  the related  statements of
operations  for the year then ended,  the statement of changes in net assets for
the two-year  ended and the financial  highlights  for the two-year  period 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, 1997 by  correspondence  with the custodian.  As to securities sold
but not yet delivered,  we performed other appropriate auditing  procedures.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Lexington  Crosby Small Cap Asia Growth Fund,  Inc. as of December 31, 1997, the
results of its operations for the year then ended, and changes in its net assets
for the two-year period then ended and the financial highlights for the two-year
period 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 4, 1998

                                       12
<PAGE>

LEXINGTON
INVESTOR SERVICES

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

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

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

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

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

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

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

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

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

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

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

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

THE LEXINGTON GROUP OF
NO LOAD INVESTMENT COMPANIES

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

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

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

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

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

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

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


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

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

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

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

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

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

For more complete  information about any of the Lexington Funds and a prospectus
which  includes  management fee and expenses call the  distributor  toll-free at
1-800-526-0057. Read the prospectus carefully before you invest or send money.

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


                                       13

<PAGE>

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.



<PAGE>


                      [THIS PAGE INTENTIONALLY LEFT BLANK]




<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]





<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

- --------------------------------------------------------------------------------
(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, 1997
                               The Lexington Group
                                   of No Load
                              Investment Companies



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