LEXINGTON STRATEGIC INVESTMENTS FUND INC
N-30D, 1997-08-25
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                                    LEXINGTON
================================================================================



================================================================================
                                    LEXINGTON
                                    STRATEGIC
                                   INVESTMENTS
                                   FUND, INC.
                    ----------------------------------------
                           Seeks capital appreciation.
                             The Fund's investments
                             are concentrated in the
                              common stock of gold
                            and other precious metals
                             mining compnies located
                        in the Republic of South Africa.
                    ----------------------------------------
                                  ANNUAL REPORT
                                  JUNE 30, 1997
================================================================================


<PAGE>

DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
     During the first half of 1997,  the U.S.  gold price  declined by 11.5%.  A
brief rally in late  February  was aborted by forward  selling by the  producers
together with Central Bank selling, including the recent well publicized sale by
Australia of 167 tons,  representing  two-thirds of its holdings.  Added to this
was the heavy short  selling by commodity  and hedge funds  taking  advantage of
persistent fears of further Central Bank selling related to the establishment of
the European  Monetary Union.  Despite  evidence that these fears were overdone,
including a major reversal by the German  Treasury in its efforts to revalue its
gold  reserves,  gold bullion  investors  stepped back as the fund short sellers
continued to sell. Even a 17% increase in fabrication demand,  stimulated by the
lower prices,  failed to stem the decline in gold bullion prices. The result has
been that a huge short position has been built up.

     In South  Africa  itself,  the weak U.S.  gold price was  exacerbated  by a
strengthening  local  currency so that the gold price when  denominated  in that
currency was down by 12.3%.  This decline in local gold prices was  reflected in
an average  decline for the highly  leveraged South African gold shares of 33.2%
as represented by the unmanaged  Financial Times Africa Gold Mine Index compared
with a  decline  of 23.6% for the  broader  unmanaged  Financial  Times All Gold
Index.  The Fund  declined  by 35.5%*  compared  to a  decline  of 24.4% for the
average gold fund monitored by Lipper  Analytical  Services,  Inc.  Productivity
measures  instituted by the South African gold mining industry are too long term
in  nature  to have  counteracted  a  sharp  increase  in  public  holidays  and
profitability  was decimated with operating  margins  brought down to record low
levels.  Efforts by the  industry to implement  full  calendar  operations  were
unsuccessful.

     As we look  forward  from a period  of  disappointment  there  are signs of
optimism.  The price of gold bullion at the time of writing is now lower than it
was prior to the major gold price rally in 1993 which produced a powerful upward
explosion in the prices of the South African gold shares. As already pointed out
demand for fabrication  showed excellent growth in the first quarter and appears
to be set to continue at current  bargain  gold prices.  Moreover,  current gold
prices threaten to hasten closure of certain high cost mines while delaying many
new projects.  Additionally,  the specter of further Central Bank sales has been
alleviated  by the hue and cry in Germany  in  reaction  to even the  thought of
revaluing their gold reserves whereas there have been questions raised about the
timing of the European  Monetary Union.  Receiving very little  publicity is the
fact that 17 Central Banks actually added to their gold reserves last year while
there  have been signs that some of the Far  Eastern  Central  Banks may wish to
diversify  their  large  and  growing  reserves  into gold and away from an over
reliance on U.S. dollar reserves. Should these factors combine to produce a gold
price rally there would then be further  impetus  from the huge short  positions
held by the funds and dealers.  Higher gold prices would provide  strong fuel to
the upward movement of the highly leveraged South African gold shares. The South
African  gold mining  industry is  currently  negotiating  with the unions under
extreme pressure from a weak local gold price while the unions face the prospect
of  widespread  layoffs  should some of the  marginal  mines be forced to close.
Common sense suggests a shared  interest in  productivity  improvements  and the
need for full calendar  operations.  The labor negotiations now taking place, if
successful,  would be a major boost to the fortunes of the presently beleaguered
South  African  mining  industry,  an industry  still  vitally  important to the
country itself in terms of foreign exchange earnings and employment.

                                       1


<PAGE>

     We appreciate your continued support and welcome the opportunity to discuss
any questions you may have about your investment.


Sincerely



/s/ Robert D. Radsch                                    /s/ Robert M. DeMichele
- ---------------------                                   -----------------------
Robert W. Radsch                                        Robert M. DeMichele
Portfolio Manager                                       President
August, 1997                                            August, 1997


          COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN 
                LEXINGTON STRATEGIC INVESTMENTS FUND, INC.,
             THE S&P 500, THE JOHANNESBURG ALL GOLD INDEX AND
                 GOLD BULLION (LONDON SPOT - US DOLLARS)


Average Annual Total Returns for the period ended 6/30/97

                                                        Since Inception
    Fund/Index        Legend      One Year   Five Year     (1/2/92)*
- -----------------------------------------------------------------------
Lexington Strategic
Investments Fund    thick line    (35.51%)     8.29%        (0.41%)
- -----------------------------------------------------------------------

S&P 500            single line     34.71%      19.78%       17.67%
- -----------------------------------------------------------------------
                      thick
Gold Bullion       dotted line    (12.43%)    (0.53%)       (0.87%)
- ------------------------------------------------------------------------
Johannesburg All       thin
Gold Index         dotted line    (43.95%)    (12.03%)      (2.84%)
- ------------------------------------------------------------------------

The  actual  line graph  appearing  in the printed version  of this  shareholder
report cannot appear  in this electronic filing due to  formatting restrictions,
however a description of the line graph is as follows:

The vertical column of the graph represents dollar amounts beginning with $5,000
and  ending  with $25,000 in increments of $5,000.   The horizontal line of  the
graph represents 1/2/92,  6/30/92  and December 31st of each year beginning 1992
and ending  1997.   The Fund's  legend begins  with $9,412, and the  other three
legends begin with $10,000.  As of 6/30/97, the dollar amounts ended at:

S&P 500             $24,474

Gold Bullion          9,532

Lexington Strategic   9,200
Investment Fund 

Johannesburg All      8,535
Gold Index

This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund,  including the maximum sales charge  (5.75%) made at its
inception,  with a similar  investment  in the Standard & Poor's 500 Stock Index
("S&P 500"), the  Johannesburg All Gold Index and a direct  investment in silver
bullion.  Results for the Fund and the S&P 500 include the  reinvestment  of all
dividend  and  capital  gains  distributions.  The price of silver is subject to
substantial price fluctuations over short periods of time and may be affected by
unpredictable  international  monetary and  political  policies.  

*The original inception date for the Fund was August 30, 1984. Prior to January,
1992 the Fund was managed by a different investment advisor.  Investment results
for periods prior to that date are not shown in the graph.  The Per Share Income
and Capital Changes Table in the Fund's  prospectus  contains  performance  data
that  relates to prior  periods.  Investment  return and  principal  value of an
investment  will  fluctuate so that an  investor's  shares when  redeemed may be
worth  more or less than their  original  cost.  Total  return  represents  past
performance and is not predictive of future performance.



*-39.19%,  6.97% and -1.51% are the one year,  five year and since  commencement
  (1/2192) average annual standard total returns,  respectively,  for the period
  ended  June 30,  1997.  Prior to  January,  1992  the  Fund was  managed  by a
  different  investment  adviser.  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. These calculations include the
  maximum 5.75% initial  sales charge and assume  reinvestment  of dividends and
  capital gains at net asset value. Total return represents past performance and
  is not predictive of future results.

                                       2


<PAGE>

LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997

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

               PALLADIUM BULLION: 4.3%   
               6,923 fine ounces(1)
               (Cost $1,130,528) ..............................  $  1,329,300
                                                                   ----------

               COMMON STOCK: 89.6%
               AUSTRALIA: 0.6%
    900,000    Ghana Gold Mines, Ltd.(1).......................       175,300
                                                                   ----------

               CANADA: 2.6%
     50,000    Etruscan Enterprises, Ltd.(1)...................       215,649
    100,000    Golden Knight Resources, Inc.(1)................       204,413
     50,000    Namibian Minerals Corporation(1)................       207,813
    200,000    Vista Gold Corporation(1).......................       179,768
                                                                   ----------
                                                                      807,643
                                                                   ----------

               GHANA: 3.7%
    100,000    Ashanti Goldfields Company, Ltd. (GDR) .........     1,168,751
                                                                   ----------
               SOUTH AFRICA: 80.6%
     28,000    Anglo American Gold Investment Company, Ltd. ...     1,688,443
     23,800    Anglovaal, Ltd. "N" ............................       634,941
    658,326    Avgold Ltd.(1)..................................       645,910
    150,000    Barnato Exploration, Ltd.(1)....................       429,938
    179,800    Beatrix Mines, Ltd. ............................       814,653
    700,000    Blyvooruizicht Gold Mining Company, Ltd.(1).....       385,842
    509,000    Consolidated Mining Corporation, Ltd.(1)........        61,724
     49,000    De Beers Centenary AG ..........................     1,809,597
    107,800    Driefontein Consolidated, Ltd. .................       724,919
    137,400    Durban Roodepoort Deep, Ltd. (Options)(1) ......        74,302
    359,900    East Rand Gold & Uranium Company, Ltd. .........       503,879
    400,000    Eastvaal Gold Holdings, Ltd.(1).................       403,921
    374,600    Elandsrand Gold Mining Company, Ltd. ...........     1,350,382
    127,900    Evander Gold Mines, Ltd. .......................       549,890
     50,000    Free State Consolidated Gold Mines, Ltd. .......       250,246
     25,000    Free State Consolidated Gold Mines, Ltd. (ADR) .       125,000
     30,500    Gold Fields of South Africa, ...................       719,539
    255,630    Harmony Gold Mining, Ltd.(1)....................     1,169,502
    800,000    HJ Joel Mining Company, Ltd.(1).................       617,347
    118,000    Impala Platinum Holdings, Ltd. .................     1,320,350
     95,300    JCI, Ltd. ......................................       733,313
    615,900    Lebowa Platinum Mines, Ltd.(1)..................       651,812
    200,000    New East Daggafontein Mines Ltd. ...............       440,961


                                       3


<PAGE>

LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF NET ASSETS
(INCLUDING THE PORTFOLIO OF INVESTMENTS)
June 30, 1997(continued)

  Number of                                                             Value
   Shares                          Security                           (Note 1)
- --------------------------------------------------------------------------------
               SOUTH AFRICA (CONTINUED):
    100,000    New Wits, Ltd. .......................................  $ 291,035
    850,000    Oryx Gold Holdings, Ltd.(1)...........................    862,080
    139,700    Randfontein Estates Gold Mining Company 
                 Witwatersrand, Ltd. (ADR) ..........................    292,611
     49,500    Randgold and Exploration Company, Ltd.(1).............    218,276
     87,000    Rustenburg Platinum Holdings, Ltd ....................  1,592,093
        635    Rustenburg Platinum Holdings, Ltd. (ADR) .............     11,673
     75,000    Southvaal Holdings, Ltd ..............................  1,504,782
    175,900    St. Helena Gold Mines, Ltd. ..........................    872,608
     21,700    Vaal Reefs Exploration & Mining Company, Ltd..........  1,047,791
    200,000    West Rand Consolidated Mines, Ltd.(1).................    352,769
     97,700    Western Areas Gold Mining Company, Ltd. ..............    657,000
     44,500    Western Deep Levels, Ltd. ............................  1,071,896
     11,200    Western Deep Levels, Ltd. (ADR) ......................    269,500
                                                                      ----------
                                                                      25,150,525
                                                                      ----------
               United Kingdom: 2.1%
    315,000    Lonrho Plc ..........................................     668,424
                                                                      ----------

               Total Common Stock
               (Cost $42,821,940) ..................................  27,970,643
                                                                      ----------

               PREFERRED STOCK: 0.9%
               South Africa: 0.9%
     67,400    Durban Roodepoort Deep, Ltd.
               (Cost $403,535) .....................................     295,722
                                                                      ----------

               TOTAL INVESTMENTS: 94.8% (Cost $44,356,003+) 
                (Note 1) ...........................................  29,595,665
               Other assets in excess of liabilities: 5.2% .........   1,607,830
                                                                      ----------

               TOTAL NET ASSETS: 100.0%  (equivalent to 
                 $1.78 per share on 17,493,770 shares outstanding) . $31,203,495
                                                                     ===========




ADR--American Depository Receipt.
GDR--Global Depository Receipt.
(1) Non-income producing security.
+ Aggregate cost for Federal income tax purposes is $44,994,082.





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

                                       4

<PAGE>

LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1997

<TABLE>
<CAPTION>
<S>                                                                                                    <C>          
ASSETS
Investments, at value (cost $44,356,003) (Note 1) ..............................................       $  29,595,665
Cash ...........................................................................................           1,022,482
Receivable for investment securities sold ......................................................             698,251
Receivable for shares sold .....................................................................              58,638
Dividends and interest receivable ..............................................................              46,674
                                                                                                       -------------
        Total Assets ...........................................................................       $  31,421,710
                                                                                                       -------------

LIABILITIES
Due to Lexington Management Corporation (Note 2) ...............................................              26,931
Payable for shares redeemed ....................................................................             128,407
Accrued expenses ...............................................................................              62,877
                                                                                                       -------------
        Total Liabilities ......................................................................             218,215
                                                                                                       -------------

NET ASSETS (equivalent to $1.78 per share on 17,493,770 shares outstanding) (Note 3) ...........       $  31,203,495
                                                                                                       =============

NET ASSETS consist of:
Capital stock--authorized 1,000,000,000 shares, $.001 par value per share ......................       $      17,503
Additional paid-in capital (Note 1) ............................................................          85,074,360
Undistributed net investment income (Note 1) ...................................................             152,145
Accumulated net realized loss on investments and foreign currency transactions
  (Notes 1 and 6) ..............................................................................         (39,279,783)
Unrealized depreciation on investments and foreign currency transactions .......................         (14,760,730)
                                                                                                       -------------
     Total Net Assets ..........................................................................       $  31,203,495
                                                                                                       =============

NET ASSET VALUE, REDEMPTION PRICE PER SHARE ....................................................               $1.78
                                                                                                               =====

OFFERING PRICE PER SHARE (100/94.25 of $1.78 adjusted to nearest cent) .........................               $1.89
                                                                                                               =====

</TABLE>

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


                                       5

<PAGE>
LEXINGTON 
STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF OPERATIONS
Year ended June 30, 1997

INVESTMENT INCOME
   Dividends ..............................   $  1,429,708
   Interest ...............................        120,511
                                              ------------
                                                 1,550,219
   Less: foreign tax expense ..............          7,585
                                              ------------
     Total investment income ..............                        $1,542,634

Expenses
   Investment advisory fee
     (Note 2) .............................        444,480
   Transfer agent and
     shareholder servicing
     expense (Note 2) .....................        199,387
   Printing and mailing expenses ..........         78,044
   Accounting expenses (Note 2) ...........         47,843
   Custodian expense ......................         35,057
   Registration fees ......................         28,198
   Professional fees ......................         21,673
   Directors' fees and expenses ...........         15,874
   Amortization of deferred
     organization costs (Note 1) ..........         14,129
   Computer processing fees ...............         12,072
   Other expenses .........................         41,423
                                              ------------
     Total expenses .......................                          938,180
                                                                ------------
        Net investment income .............                          604,454

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS (NOTE 4)
   Net realized loss on:
     Investments ..........................       (538,116)
     Foreign currency
       transactions .......................        (25,935)
                                              ------------
         Net realized loss ................                         (564,051)
   Net change in unrealized
     appreciation on:
     Investments ..........................    (19,335,561)
     Foreign currency
       translation of other
       assets and liabilities .............          4,582
                                              ------------
     Net change in unrealized
       appreciation .......................                      (19,330,979)
                                                                ------------
       Net realized and
         unrealized loss ..................                      (19,895,030)
                                                                ------------
DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS ........................                     $(19,290,576)
                                                                ============


LEXINGTON
STRATEGIC INVESTMENTS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
Years ended June 30, 1997 and 1996
                                                  1997               1996
                                               ----------         ----------
Net investment income ....................    $   604,454        $   395,188
Net realized gain/(loss) from
   investments and foreign
   currency transactions .................       (564,051)         3,521,548
Net change in unrealized
   appreciation of investments
   and foreign currency
   translations ..........................    (19,330,979)        10,372,701
                                              -----------        -----------
     Increase (decrease) in
       net assets resulting
       from operations ...................    (19,290,576)        14,289,437
Distributions to shareholders
   from net investment income ............       (768,498)          (731,482)
Decrease in net assets from
   capital share transactions
   (Note 3) ..............................     (6,901,652)       (49,452,448)
                                              -----------        -----------
       Net decrease in
         net assets ......................    (26,960,726)       (35,894,493)

NET ASSETS
   Beginning of period ...................     58,164,221         94,058,714
                                              -----------        -----------
   End of period (including
     undistributed net
     investment income of
     $152,145 and $342,235
     respectively) .......................    $31,203,495        $58,164,221
                                              ===========        ===========

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

                                       6

<PAGE>

LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996


1.  SIGNIFICANT ACCOUNTING POLICIES

Lexington  Strategic   Investments  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 capital
appreciation.  The investment  concentration is currently in the common stock of
gold and other precious metals mining  companies.  The following is a summary of
significant  accounting  policies followed by the Fund in the preparation of its
financial statements:

     INVESTMENTS Security  transactions are accounted for on a trade date basis.
Realized  gains and losses  from  investment  transactions  are  reported on the
identified  cost basis.  Securities  traded on a recognized  stock  exchange are
valued at the last sales price  reported by the exchange on which the securities
are traded.  If no sales price is  recorded,  the mean  between the last bid and
asked  prices is used.  Securities  traded on the  over-the-counter  market  and
palladium  bullion 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 foreign
currency exchange contracts outstanding at June 30, 1997.

     FEDERAL   INCOME  TAXES  It  is  the  Fund's  policy  to  comply  with  the
requirements of the Internal  Revenue Code  applicable to "regulated  investment
companies"  and to  distribute  all of its taxable  income to its  shareholders.
Therefore, no provision for Federal income taxes is required.

     DISTRIBUTIONS Dividends from net investment income and net realized capital
gains  are  normally  declared  and  paid  annually,   but  the  Fund  may  make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal  Revenue Code. The character of income and gains to
be distributed are determined in accordance  with income tax  regulations  which
may differ from  generally  accepted  accounting  principles.  At June 30, 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.


                                       7


<PAGE>

LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996 (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     DEFERRED   REORGANIZATION   EXPENSES  Reorganization  expenses  aggregating
$140,435 have been fully amortized as of June 30, 1997.

     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 an annual rate of 1.00% of the Fund's  average daily net assets up to
$30 million and at an annual rate of 0.75% thereafter.  For 1997, LMC has agreed
to voluntarily limit the total expenses of the Fund (including  management fees,
but excluding interest, taxes, brokerage commissions and extraordinary expenses)
to an  annual  rate  at  2.50%  of the  Fund's  average  daily  net  assets.  No
reimbursement was required for the year ended June 30, 1997.

     The Fund  reimbursed  LMC for certain  expenses,  including  accounting and
shareholder servicing costs of $97,461, which are incurred by the Fund, but paid
by LMC.


3.  CAPITAL STOCK

Transactions in capital stock were as follows:
<TABLE>
<CAPTION>

                                                               Year ended                        Year ended
                                                              June 30, 1997                     June 30, 1996
                                                       --------------------------        --------------------------
                                                          Shares          Amount           Shares          Amount
                                                        ----------     -----------        ----------     -----------
<S>                                                     <C>          <C>                  <C>           <C>         
Shares sold .........................................   40,011,394     $99,573,956        67,142,109    $191,811,160
Shares issued on reinvestment of dividends ..........      304,025         681,017           237,847         623,166
                                                        ----------     -----------        ----------     -----------
                                                        40,315,419     100,254,973        67,379,956     192,434,326
Shares redeemed .....................................  (43,519,439)   (107,156,625)      (84,083,047)   (241,886,774)
                                                        ----------     -----------        ----------     -----------
  Net decrease ......................................   (3,204,020)    $(6,901,652)      (16,703,091)   $(49,452,448)
                                                        ==========     ===========        ==========     ===========
</TABLE>


4.  PURCHASES AND SALES OF INVESTMENT SECURITIES

The cost of purchases and proceeds  from sales of securities  for the year ended
June 30, 1997 excluding short-term securities, were $38,786,329 and $45,803,623,
respectively.

     At June 30, 1997,  the  aggregate  gross  unrealized  appreciation  for all
securities  in which  there is an  excess  of value  over tax cost  amounted  to
$1,164,369 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over value amounted to $16,562,786.

                                       8

<PAGE>


LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1996 (continued)


5.  INVESTMENT AND CONCENTRATION RISKS

The Fund makes significant investments in foreign securities and has a policy of
investing in precious  metals and in the securities of companies  engaged in the
exploration,  mining,  processing,   fabrication  and  distribution  of  natural
resources.  There are certain risks involved in investing in foreign  securities
or concentrating in specific  industries that are in addition to the usual risks
inherent in other domestic investments. These risks include those resulting from
potentially adverse political and economic  developments as well as the possible
imposition of foreign  exchange or other foreign  governmental  restrictions  or
laws,  all  of  which  could  affect  the  market  and/or  credit  risk  of  the
investments.

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


6.  FEDERAL INCOME TAXES--CAPITAL LOSS CARRYFORWARDS

As of June 30, 1997,  $11,422,434 of capital loss carryforwards have expired and
have  been   reclassified   to   additional   paid-in   capital.   Capital  loss
carryforwards(1)  available for federal  income tax purposes as of June 30, 1997
are:

                $ 13,348,932  expiring in 1998;
                   1,703,574  expiring in 1999;
                  14,932,782  expiring in 2000;
                     591,575  expiring in 2001;
                     753,540  expiring in 2002;
                    2,902,447 expiring in 2003;
                    4,076,418 expiring in 2004; and
                      518,308 expiring in 2005.

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

(1)  Temporary  book-tax  differences  of  $452,207  are the  result  of  losses
     generated from wash sales.


7.  TAX INFORMATION (UNAUDITED)

The percentage of investment  company  taxable income eligible for the dividends
received deduction  available to certain corporate  shareholders with respect to
the fiscal year ended June 30, 1997 is 1.02%.

                                       9

<PAGE>



LEXINGTON STRATEGIC INVESTMENTS FUND, INC.
FINANCIAL HIGHLIGHTS

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


                                                                         Year ended June 30,
                                                    -------------------------------------------------------------
                                                   1997           1996          1995          1994          1993
                                                   -------       -------        -------       -------       -------
<S>                                              <C>           <C>            <C>           <C>           <C>      
Net asset value, beginning of period             $    2.81     $    2.51      $    2.48     $    2.30     $    1.26
                                                 ---------     ---------      ---------     ---------     ---------

Income (loss) from investment operations:
   Net investment income                              0.03          0.02           0.04          0.04          0.03
   Net realized and unrealized gain (loss)
     on investments and foreign
     currency transactions                           (1.02)         0.31           0.03          0.18          1.01
                                                 ---------     ---------      ---------     ---------     ---------

Total income (loss) from investment
     operations                                      (0.99)         0.33           0.07          0.22          1.04

Less distributions:
   Distributions from net investment
     income                                          (0.04)        (0.03)         (0.04)        (0.04)           --
                                                 ---------     ---------      ---------     ---------     ---------

Net asset value, end of period                   $    1.78     $    2.81      $    2.51     $    2.48     $    2.30
                                                 =========     =========      =========     =========     =========

Total return*                                     (35.51)%        13.02%          2.47%         9.26%        82.54%
Ratio to average net assets:
   Expenses, before reimbursement
     or waivers                                      1.93%         1.77%          1.70%         1.76%         3.76%
   Expenses, net of reimbursement
     or waivers                                      1.93%         1.77%          1.70%         1.76%         2.78%
   Net investment income, before
     reimbursement or waivers                        1.24%         0.44%          1.54%         2.00%         2.05%
   Net investment income                             1.24%         0.44%          1.54%         2.00%         3.03%
Portfolio turnover rate                             85.10%        84.44%        115.91%        25.66%         4.80%
Average commission paid on equity
   security transactions**                       $    0.01     $    0.03             --            --            --
Net assets, end of period (000's omitted)        $  31,203     $  58,164      $  94,059     $  73,500     $  43,816


</TABLE>
 *Sales load is not reflected in total return.
**In accordance  with SEC disclosure  guidelines,  the average  commissions  are
  calculated for the years beginning after June 1996 but not for prior periods.


                                       10


<PAGE>

INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Lexington Strategic Investments Fund, Inc.


     We have audited the  accompanying  statements of net assets  (including the
portfolio of  investments)  and assets and  liabilities  of Lexington  Strategic
Investments  Fund,  Inc.  as of June 30,  1997,  and the related  statements  of
operations  for the year ended,  the statement of changes in net assets for each
of the years in the two year period then ended and the financial  highlights for
each of the years in the five-year period then ended. 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 June
30, 1997 by correspondence  with the custodian.  As to securities  purchased and
sold, but not received or 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  Strategic  Investments Fund, Inc. as of June 30, 1997, the results of
its operations  for the year then ended,  the changes in its net assets for each
of the years in the two-year period then ended, and the financial highlights for
each of the  years in the  five-year  period  then  ended,  in  conformity  with
generally accepted accounting principles.


                                                           KPMG Peat Marwick LLP



New York, New York
August 1, 1997




                                       11
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


THE LEXINGTON GROUP OF
NO LOAD INVESTMENT COMPANIES

LEXINGTON  WORLDWIDE  EMERGING  MARKETS FUND,  INC.--Seeks  long-term  growth of
capital  primarily  through  investment  in the 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  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.  

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



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

                                       12
<PAGE>

LEXINGTON
STRATEGIC INVESTMENTS FUND, INC.

Ivestment Aviser
- ----------------------------------------
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
================================================================================


This  report  has been  prepared  for the  information  of the  shareholders  of
Lexington Strategic Investments Fund, Inc. and is authorized for distribution to
the public  only if it is  accompanied  or  preceded  by a  currently  effective
prospectus which sets forth expenses and other material information.



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