LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND INC
N-30D, 1999-03-01
Previous: LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND INC, NSAR-B, 1999-03-01
Next: LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND INC, 485APOS, 1999-03-01



DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
     The  Lexington  Crosby  Small Cap Asia Growth Fund increased 23.43%* during
the  fourth  quarter  but  had  a  decline of 19.41%* for the full year of 1998.
According  to  Lipper,  Inc.  the  average Asia fund increased 26.11% during the
quarter  and  decreased 9.05% for the year. The unmanaged Morgan Stanley Capital
International  All  Country  Far  East  Ex-Japan Index declined by 4.83% for the
year.  The  Fund  is  committed to Asia. It focuses not only on Asia as a region
but  more specifically on small cap companies within the region. As such, it has
more  exposure  to  small  cap  companies  than most other Asia funds tracked by
Lipper.  Given this emphasis on smaller growth companies, the Fund has tended to
lead  during  rallies  and  lag  during  corrections.  We  believe  the  Fund is
positioned  to  do  well as more favorable conditions for equity markets develop
throughout the year.

     The   return  of  overseas  liquidity  and  the  appreciation  of  regional
currencies  boosted  the  stock markets in the region during the last quarter of
1998.  Korea registered the largest gain of 81.3%, bolstered by the government's
continued  efforts  in corporate restructuring and strengthening in the Won. The
Philippines  and  Malaysian  bourses  were  also  strong, rising 56.3% and 56.9%
respectively,  while  Singapore rose 48.2%, buoyed by several rounds of interest
rate  cuts.  Thailand  and Indonesia rebounded by 40.2% and 44.1%, respectively.
Lower  interest  rates  and  signs  of  renewed  strength in the property market
bolstered  the  Hong Kong Hang Seng Index by 27.5%. Bourses in Australia and New
Zealand  also  participated  in the liquidity-driven rally, showing increases of
8.8% and 19.5%, respectively.

     Meanwhile,  the Chinese stock markets were weak, as investors were confused
by  the  impact  of  the authorities' renewed efforts to separate the government
from  the  commercial  entities. The Shanghai 'B' sharemarket lost 14.3% and the
Shenzen  'B'  sharemarkets  shed  20.2%.  Benefiting  from the Hang Seng Index's
increase,  the  more  liquid  Hong  Kong  'H'  shares,  which  represent Chinese
enterprises  listed  in  Hong  Kong, rose 7.3%. Across the strait, the Taiwanese
bourse  closed  6.1%  lower,  as  the result of tighter credit and concerns with
regard to a slowing in the economy.

ECONOMIC OUTLOOK AND STRATEGY

     The  regional  stock markets have made meaningful gains in the last quarter
of  1998.  While  there is likely to be some consolidation in the short term, we
expect  this  to be temporary. The long term trend continues to be favorable for
equities  as  regional  economies  emerge from their financial woes. Our view is
predicated on the following factors:


(1)    Continued  solid domestic demand in the U.S. and Europe, coupled with the
       determination  of the G7 countries to adopt a more accommodating monetary
       policy, should stimulate export growth in the Asian region;

(2)    The recent improvement  in  liquidity  in  the  Asian  markets  should be
       sustainable,  given  the  build-up  in  current  account  surpluses, weak
       demand  for  funds,  and the expected decline in the U.S. Fed Funds rate.
       This  may  lead  to a revival in intra-regional trade as countries in the
       region  are  now  starting  to  reflate  their  economies.  In  addition,
       interest  rates  are  being  reduced, trade finance has gradually resumed
       and inventory adjustment will soon come to an end.

       Some  positive  signs have  already been seen,  for  example,  with Korea
       recording  a 1.4%  year-on-year  gain in  exports  in  November,  a sharp
       turnaround  from the 13% fall in  October  and the first  growth in seven
       months.  The financial  sectors in the crisis economies in Asia appear to
       have stabilized and trade finance  opportunities are beginning to emerge.
       All these factors point toward a possible rebound in trade performance in
       the region;


                                       1



<PAGE>

(3)  With the exception of Indonesia, risk premiums in Asia  have fallen sharply
     in  recent  months.  Thailand's  risk  premium  has fallen  to 3.9%,  while
     those  of  Hong  Kong, Malaysia and  the Philippines have dropped to  1.9%,
     2.4% and 9%, respectively; and

(4)  The  current  earnings  estimates  for the Asian stockmarkets are generally
     very  cautious,  providing  room  for  positive  surprises on  the back  of
     further interest rate reductions and economic recovery into 1999.

CHINA

     Despite   fears  of  a  Renminbi  devaluation,  a  weakening  economy,  and
deflationary  concerns,  there  are  increasing  signs  that China's economy has
turned  the  corner.  Industrial  output continued to strengthen in October with
value-added  industrial  production rising 10.6%, up from 10.2% in September and
7.9%  in  August. This is significant as domestic demand, instead of exports, is
the  key  factor driving overall GDP growth. Fears of deflation are now receding
with  inflation  figures  continuing to improve. Both the Retail Price Index and
the Consumer Price Index have recently recorded lower declines.

KOREA

     Despite  the  fact  that the Korean bourse has registered significant gains
in  the  last quarter of 1998, we remain positive on this equity market in 1999.
The  restructuring  proposals  announced by the Financial Supervisory Commission
are  credible,  with  a meaningful sanction, that is the removal of credit lines
for  non-compliance.  This is a fundamental shift from what we have seen before.
The  bourse's  PE  multiple  is  expected  to  expand  as the credibility of the
restructuring  process increases. Liquidity is also improving with the call rate
dropping  from  a  high of more than 25% early in the year to around 7.5% by the
end  of  1998. There is still room for further rate declines, as trade surpluses
continue  to  be  generated  in  1999  and  foreign exchange is accumulated. The
impact  on  the  cashflow  and earnings for corporations will be enormous, given
the generally high current debt levels.

SINGAPORE

     Singapore  has  gained  substantial  credibility  since  the  start  of the
regional   economic   and  currency  turmoil.  This  is  primarily  because  the
authorities  are  seen to be dealing with the crisis in a pro-active manner. For
example,  they  have  continued  to  push  forward  with the deregulation of, in
particular,  the  country's  financial  industry.  Overall,  tax rates, business
operating  costs  and  charges such as airport, shipping and container handling,
have  been  lowered.  In  general,  Singapore  has  become  more  attractive  to
corporations establishing their headquarters in the region.

THAILAND

     In  Thailand, key economic indicators are signaling a bottoming in the pace
of  economic  contraction  and  that Thailand is finally responding to the tough
policies  that  have thus far been implemented. A combination of a strengthening
Baht,  increasing  capital  inflows,  improved  money  market liquidity, falling
interest  rates  and  a  lower  inflation  outlook  is  expected to underpin the
country's  impending  recovery.  The  economy  has  swung into a current account
surplus  in  excess  of  USD  1  billion  a  month,  which has resulted in lower
interest  rates. Interest rates are expected to continue their downtrend and the
minimum  lending  rate  should  reach  single-digit  rates in the middle of this
year,  and  are likely to trend towards a historic low of 8.0-8.5% by the end of
the  1999.  The  economy  is  projected  to  grow  2.4%  in  1999, compared with
contractions of 7.1% in 1998 and 0.6% in 1997.


                                       2



<PAGE>

     The  restructuring in the banking system and the rise in foreign investment
suggest  that Thailand has turned the corner, but several concerns remain. These
include  the  recapitalization  of  the  banking  system, an export recovery and
further  signs  of a stronger manufacturing sector, and continued reforms in the
foreclosure  law  and  foreign  land  ownership.  A  further  risk  is political
instability,  although  the  general  consensus that the policies adopted by the
Chuan   government   are   practical   has  added  credibility  to  the  current
administration, which is generally expected to remain fairly stable.

                                  Sincerely,

                  /s/ Christina Lam           /s/ Robert M. DeMichele
                  ----------------------      -----------------------
                  Christina Lam               Robert M. DeMichele
                  Portfolio Manager           President
                  February, 1999              February, 1999
 

- --------------------------------------------------------------------------------
            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
                                        EX JAPAN
- ----         ----------------             ----       ----
06/30/95      $10,000                    $10,000    $10,000   
12/31/95      $ 9,781                    $ 9,838    $10,839   
06/30/96      $11,264                    $10,884    $11,328   
12/31/96      $12,274                    $10,819    $11,494   
06/30/97      $14,220                    $11,270    $12,782   
12/31/97      $ 7,080                    $ 6,392    $11,698   
06/30/98      $ 5,014                    $ 4,931    $13,562
12/31/98      $ 5,706                    $ 6,083    $14,077  


                                        AVERAGE ANNUAL STANDARD TOTAL RETURNS
                                            FOR THE PERIOD ENDED 12/31/98

Fund/Index                               1 Year              Since Inception
                                                               (7/3/95)

Lexington Crosby Small Cap Asia Growth   (19.41%)                 (14.82%)
     Fund
MSCI All Country Far East ex-Japan Index  (4.83%)                 (13.21%)
Morgan Stanley Capital International 
     (EAFE) Index                         20.33%                   10.24%

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.

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


*-19.41%,  -14.82%  are  the  one  year  and since commencement (7/1/95) average
annual  standard  total returns, respectively, for the period ended December 31,
1998.  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.


                                       3



<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
December 31, 1998




<TABLE>
<CAPTION>
  NUMBER OF                                                  VALUE
    SHARES                    SECURITY                      (NOTE 1)
- ------------ ------------------------------------------ --------------
<S>          <C>                                        <C>
             COMMON STOCKS: 88.7%
             AUSTRALIA: 2.0%
    205,000  National Foods, Ltd. .....................     $ 364,643
                                                          -----------
             CHINA: 7.5%
4,000,000    China Shipping Development Company,
             Ltd.1 ....................................       345,939
  638,600    Shandong Chenming Paper Holdings,
             Ltd. .....................................       197,012
3,200,000    Shanghai Petrochemical Company, Ltd.             289,143
1,592,000    Shenzhen Expressway Company, Ltd. ........       369,897
  360,000    Shenzhen Fangda Company, Ltd. ............       175,655
                                                          -----------
                                                            1,377,646
                                                          -----------
             HONG KONG: 26.5%
   62,000    Cheung Kong (Holdings), Ltd. .............       446,171
  200,000    Cheung Kong Infrastructure Holdings ......       446,623
  610,000    China Merchants Holdings International
             Company, Ltd. ............................       393,700
  180,000    Citic Pacific, Ltd. ......................       388,020
   95,000    Henderson Land Development ...............       491,737
   20,000    HSBC Holdings Plc ........................       498,256
1,000,000    Huaneng Power International, Inc. ........       354,975
   67,000    Hutchison Whampoa, Ltd. ..................       473,504
  540,000    Kerry Properties, Ltd. ...................       435,651
  200,000    New World Development Company, Ltd.              503,419
  610,000    Tianjin Development Holdings, Ltd. .......       409,448
                                                          -----------
                                                            4,841,504
                                                          -----------
             SINGAPORE: 26.3%
   56,000    Cycle & Carriage, Ltd. ...................       191,762
  525,000    DBS Land, Ltd. ...........................       773,201
  156,000    Fraser and Neave, Ltd. ...................       455,721
  268,000    Keppel Corporation .......................       717,933
  111,000    Oversea-Chinese Banking Corporation ......       753,474
  280,000    Parkway Holdings, Ltd. ...................       498,922
  210,000    Sembcorp Industries, Ltd.1 ...............       239,279
   66,997    Singapore Press Holdings, Ltd. ...........       730,895
   53,000    Singapore Telecommunications, Ltd. .......        80,948
   55,000    United Overseas Bank, Ltd. ...............       353,342
                                                          -----------
                                                            4,795,477
                                                          -----------


</TABLE>
<TABLE>
<CAPTION>
  NUMBER OF                                                  VALUE
    SHARES                    SECURITY                      (NOTE 1)
- ------------ ------------------------------------------ --------------
<S>          <C>                                        <C>
             SOUTH KOREA: 12.4%
   34,953    Medison Company, Ltd. ....................     $ 406,949
    7,200    Nong Shim Company, Ltd. ..................       414,349
    1,460    Samsung Fire & Marine Insurance
             Company ..................................       546,378
      445    Samsung Fire & Marine Insurance
             Company (Rights)1 ........................            -
   26,120    Suheung Capsule ..........................       452,905
   16,800    Youngone Corporation .....................       451,273
                                                          -----------
                                                            2,271,854
                                                          -----------
             TAIWAN: 6.3%
   98,000    Cathay Life Insurance Company, Ltd. ......       316,359
  140,000    Compal Electronics, Inc. .................       456,287
      280    Compal Electronics, Inc. (Rights)1 .......           695
  210,000    Siliconware Precision
             Industries Company1 ......................       371,548
                                                          -----------
                                                            1,144,889
                                                          -----------
             THAILAND: 7.7%
  748,000    National Petrochemical Public
             Company, Ltd.1 ...........................       344,829
  417,500    Thai Farmers Bank Public
             Company, Ltd. ............................       735,401
  207,500    Tipco Asphalt Public Company, Ltd. .......       334,089
                                                          -----------
                                                            1,414,319
                                                          -----------
             TOTAL INVESTMENTS: 88.7%
             (cost $15,401,907+)(Note 1)...............   16,210,332
             Other assets in excess
             of liabilities: 11.3% ....................    2,067,359
                                                          -----------
             TOTAL NET ASSETS: 100.0%
             (equivalent to $5.69 per share on
             3,214,009 shares outstanding) ............ $18,277,691
                                                        =============
</TABLE>

1 Non-income producing security.
+ Aggregate cost for Federal income tax purposes is $15,649,640.

                        ------------------------------
At  December  31,  1998,  the  composition  of the Fund's net assets by industry
                         concentration was as follows:


<TABLE>
<S>                                    <C>          <C>                           <C>
   Banking ...........................     12.8%    Materials ...................     9.8%
   Capital Equipment .................      6.4     Multi-Industry ..............     2.1
   Construction & Housing ............      2.5     Real Estate .................    14.5
   Consumer Durable Goods ............      1.1     Services ....................     7.6
   Consumer Nondurable Goods .........      8.9     Telecommunications ..........     0.5
   Electrical & Electronics ..........      2.0     Transportation ..............     3.9
   Financial Services ................      7.3     Utilities ...................     1.9
   Health & Personal Care ............      7.4     Other assets ................    11.3
                                                                                    -----
                                                     Total Net Assets ...........   100.0%
                                                                                    =====
</TABLE>

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

                                       4



<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998



<TABLE>
<S>                                                                                          <C>
ASSETS
Investments, at value (cost $15,401,907) (Note 1).........................................    $  16,210,332
Cash .....................................................................................        2,019,503
Foreign currency (cost $5,530)............................................................            5,565
Receivable for shares sold ...............................................................          130,712
Dividends and interest receivable ........................................................           19,808
Deferred organization costs, net (Note 1) ................................................           23,360
                                                                                              -------------
    Total Assets .........................................................................       18,409,280
                                                                                              -------------
LIABILITIES
Due to Lexington Management Corporation (Note 2) .........................................            8,248
Payable for investment securities purchased ..............................................              695
Payable for shares redeemed ..............................................................           81,738
Accrued expenses .........................................................................           40,908
                                                                                              -------------
    Total Liabilities ....................................................................          131,589
                                                                                              -------------
NET ASSETS (equivalent to $5.69 per share on 3,214,009 shares outstanding) (Note 3).......    $  18,277,691
                                                                                              =============
NET ASSETS consist of:
Capital stock-authorized 1,000,000,000 shares,
 $.001 par value per share................................................................    $       3,214
Additional paid-in-capital (Note 1) ......................................................       31,201,194
Accumulated net investment loss (Note 1) .................................................          (45,666)
Accumulated net realized loss on investments and foreign currency transactions (Notes 1         (13,689,511)
  and 6)
Unrealized appreciation of investments and foreign currency translation of other assets             808,460
                                                                                              -------------
  and liabilities
    TOTAL NET ASSETS .....................................................................    $  18,277,691
                                                                                              =============
</TABLE>

   The Notes to Financial Statements are an integral part of this statement.
                                       5



<PAGE>

LEXINGTON CROSBY SMALL CAP
ASIA GROWTH FUND, INC.
STATEMENT OF OPERATIONS
Year ended December 31, 1998

<TABLE>
<S>                                          <C>              <C>
INVESTMENT INCOME
Dividends ..................................  $     273,580
Interest ...................................         91,299
                                              -------------
                                                    364,879
Less: foreign tax expense ..................         24,942
                                              -------------
   Total investment income .................                   $     339,937
EXPENSES
  Investment advisory fee (Note 2) .........        185,265
  Transfer agent and shareholder
   servicing expense (Note 2) ..............         50,426
  Custodian expense ........................         39,722
  Printing and mailing expenses ............         33,200
  Professional fees ........................         28,710
  Registration fees ........................         22,733
  Directors' fees and expenses .............         18,957
  Accounting expenses (Note 2) .............         11,974
  Amortization of deferred
   organization costs (Note 1) .............         11,585
  Computer processing fees .................          7,294
  Other expenses ...........................         14,605
                                              -------------
    Total expenses .........................        424,471
    Less: expenses recovered
     under contract with
     investment adviser
      (Note 2) .............................         53,928          370,543
                                              -------------    -------------
    Net investment loss ....................                         (30,606)
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS (NOTE 4)
 Net realized gain (loss) on:
  Investments ..............................    (11,201,991)
   Futures contracts .......................        132,535
   Foreign currency transactions ...........        (98,908)
                                              -------------
    Net realized loss ......................                     (11,168,364)
Net change in unrealized depreciation of:
  Investments ..............................      8,154,555
  Foreign currency translation of
   other assets and liabilities ............            404
                                              -------------
   Net change in unrealized
    depreciation ...........................                       8,154,959
                                                               -------------
    Net realized and
     unrealized loss .......................                      (3,013,405)
                                                               -------------
DECREASE IN NET ASSETS
 RESULTING FROM OPERATIONS .................                   $  (3,044,011)
                                                               =============
</TABLE>

LEXINGTON CROSBY SMALL CAP
ASIA GROWTH FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                                    1998             1997
                                              ---------------- ---------------
<S>                                           <C>              <C>
Net investment loss .........................  $     (30,606)     (103,305)
Net realized loss from investments
 and foreign currency transactions ..........    (11,168,364)   (2,260,494)
Net change in unrealized
 appreciation (depreciation) of
 investments ................................      8,154,959   (11,521,491)
                                               -------------   -----------
  Decrease in net assets
      resulting from operations .. ..........     (3,044,011)  (13,885,290)
Increase in net assets from capital
 share transactions (Note 3) ................      7,454,840     3,955,680
                                               -------------   -----------
  Net increase (decrease) in
      net assets ............................      4,410,829    (9,929,610)
NET ASSETS:
 Beginning of period ........................     13,866,862    23,796,472
                                               -------------   -----------
 End of period (including
     accumulated net investment
     loss of $45,666 and $57,394 in
     1988 and 1997, respectively)
     (Note 1) ...............................  $  18,277,691   $13,866,862
                                               =============   ===========
</TABLE>

  The Notes to Financial Statements are an integral part of these statements.
                                       6



<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997

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 Securities  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  prices  is  used.  Securities  traded  on the over-the-counter market are
valued  at  the  mean  between the last current bid and asked prices. 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 currency 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.


The  Fund  authorizes its custodian to place and maintain equity securities in a
segregated  account  of the Fund having a value equal to the aggregate amount of
the  Fund's  commitments  under  forward foreign currency contracts entered into
with  respect  to  position  hedges.  There  were  no  forward  foreign currency
contracts outstanding at December 31, 1998.

     FINANCIAL  FUTURES The  Fund  may  invest in financial futures contracts in
order  to  gain  exposure  to or protect against market fluctuation. The Fund is
exposed  to  market  risk  as a result of changes in the value of the underlying
financial  instruments.  Investments  in  financial  futures require the Fund to
"mark  to  market"  on  a  daily  basis, which reflects the change in the market
value  of  the contract at the close of each day's trading. Typically, variation
margin  payments  are  received  or  made  to  reflect daily unrealized gains or
losses.  When  the  contracts are closed, the Fund recognizes a realized gain or
loss.  These  investments  require  initial margin deposits with a broker, which
consist  of  cash  or  cash equivalents, up to approximately 10% of the contract
amount.  The  amount of these deposits is determined by the exchange or Board of
Trade  on which the contract is traded and is subject to change. At December 31,
1998, there were no financial futures contracts outstanding.

     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.


                                       7



<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 (continued)

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

  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, 1998,
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  COSTS Organization  costs  aggregating $67,351 have
been  deferred and are being amortized on a straight-line basis over five years.
At December 31, 1998, the amount remaining to be amortized was $23,360.

     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  and  disclosure of contingent 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  1998,  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. Total reimbursement
was  $53,928  for  the  year  ended  December  31, 1998, and is set forth in the
statement of operations.

The  Fund  also  reimburses  LMC  for certain expenses, including accounting and
shareholder  servicing  costs  of  $27,151 are incurred by the Fund, but paid by
LMC.


3. CAPITAL STOCK

Transactions in capital stock were as follows:



<TABLE>
<CAPTION>
                                                                                     Year ended
                                                               December 31, 1998                    December 31, 1997
                                                       ==================================   ==================================
                                                            Shares            Amount             Shares            Amount
                                                       ---------------   ----------------   ---------------   ----------------
<S>                                                    <C>               <C>                <C>               <C>
Shares sold ........................................       6,292,082      $  37,640,881         6,779,615      $  83,723,229
Shares issued on reinvestment of dividends .........               -                  -                 -                  -
                                                           ---------      -------------         ---------      -------------
                                                           6,292,082         37,640,881         6,779,615         83,723,229
Shares redeemed ....................................      (5,043,321)       (30,186,041)       (6,757,851)       (79,767,549)
                                                          ----------      -------------        ----------      -------------
Net increase .......................................       1,248,761      $   7,454,840            21,764      $   3,955,680
                                                          ==========      =============        ==========      =============
</TABLE>


                                       8



<PAGE>

LEXINGTON CROSBY SMALL CAP ASIA GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 (continued)

4. INVESTMENT TRANSACTIONS

The  cost  of purchases and proceeds from sales of securities for the year ended
December  31,  1998,  excluding  short-term  securities,  were  $30,273,390  and
$24,567,783, respectively.

At  December  31,  1998,  the  aggregate  gross  unrealized appreciation for all
securities  in  which  there  is  an  excess  of value over tax cost amounted to
$2,276,456  and  aggregate  gross  unrealized depreciation for all securities in
which there is an excess of tax cost over value amounted to $1,715,765.


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  carryforwards1  available  for  Federal income tax purposes as of
December 31, 1998 are approximately:

     $74,006 expiring in 2003,
         $1,553,376 expiring in 2005; and
         $9,829,479 expiring in 2006.

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


1Temporary  book-tax  differences  of  $2,232,650  are  the  result  of deferred
post-October losses and wash sales.

                                       9



<PAGE>

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

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



<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                                                                          July 3, 1995
                                                                                                          (commencement
                                                                                                        of operations) to
                                                                                                          December 31,
                                                                   1998          1997         1996            1995
                                                              ------------- ------------- ------------ ------------------
<S>                                                           <C>           <C>           <C>          <C>
Net asset value, beginning of period ........................   $   7.06      $  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 .....      (1.37)        (5.13)        2.54           (0.24)
                                                                --------      --------      -------         -------
 Total income (loss) from investment operations .............      (1.37)        (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 ..............................   $   5.69      $   7.06      $ 12.24         $  9.76
                                                                ========      ========      =======         =======
Total return ................................................     (19.41)%      (42.32)%      25.50%          (4.39)%*
Ratio to average net assets:
 Expenses, before reimbursement or waivers ..................        2.86%         2.30%       2.64%            3.51%*
 Expenses, net of reimbursement or waivers ..................        2.50%         2.30%       2.42%            1.75%*
 Net investment loss, before reimbursement
  or waivers ................................................      (0.57)%      ( 0.32)%     (0.86)%          (1.24)%*
 Net investment income (loss) ...............................      (0.21)%      ( 0.32)%     (0.64)%            0.52%*
Portfolio turnover rate .....................................      193.48%       187.41%     176.49%           40.22%*
Net assets, end of period (000's omitted) ...................     $ 18,278      $ 13,867     $23,796        $   8,936
</TABLE>

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

                                       10



<PAGE>

INDEPENDENT AUDITORS' REPORT


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

     We  have  audited  the  accompanying statement 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, 1998, the related statement of
operations  for the year then ended, the statements of changes in net assets for
each  of  the  years  in  the  two-year  period  then  ended  and  the financial
highlights  for the three-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  and  financial  highlights.  Our procedures included confirmation of
securities  owned  as  of December 31, 1998 by correspondence with the custodian
and  brokers.  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, 1998, 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
three-year  period then ended and for the period from July 3, 1995 (commencement
of  operations)  to  December  31,  1995,  in conformity with generally accepted
accounting principles.



                                                                   KPMG LLP









New York, New York
February 8, 1999

                                       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


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.

                                     [LOGO]





================================================================================
                                    LEXINGTON
================================================================================




                                   [GRAPHIC]

================================================================================
                                    LEXINGTON
                                     CROSBY
                                   SMALL CAP
                                   ASIA GROWTH
                                   FUND, INC.
                            ---------- o ----------
                      Seeks long-term capital
                        appreciation through investment
                       in companies domiciled in the Asia
                      Region with a market capitalization
                            of less than $1 billion.
                             ---------- o ----------
                                  ANNUAL REPORT
                                DECEMBER 31, 1998

                               The Lexington Group
                                   of No Load
                              Investment Companies

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




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission