FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

For the quarterly  period ended  03-31-00

OR

|_|  TRANSITION  REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 0-26868


                      LEXINGTON GLOBAL ASSET MANAGERS, INC.

DELAWARE                                                     22-3395036
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


PARK 80 WEST PLAZA TWO
SADDLE BROOK, NJ 07663
201-845-7300

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

                            PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes ____ No ____
                             (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of March 31, 2000.

                      Common Stock-$.01 Par Value Per Share

                          Authorized 15,000,000 Shares

                          4,505,038 Shares Outstanding









                                TABLE OF CONTENTS

         Part I.  Financial Information

                  Condensed Consolidated Statements of Financial Condition
                  Condensed Consolidated Statements of Operations
                  Condensed Consolidated Statements of Cash Flows
                  Notes to Condensed Consolidated Financial Statements
                  Management's Discussion and Analysis of Financial Condition
                       and Results of Operations

         Part II.  Other Information

                  Legal Proceedings and Exhibits



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







                                          LEXINGTON GLOBAL ASSET MANAGERS, INC.
                                                             AND SUBSIDIARIES

Item I.  Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<S>                                               <C>             <C>

                                                     3/31/00       12/31/99
                                                     -------       --------
                                                    (Unaudited)
Assets:
Cash and cash equivalents:
   Cash                                            $ 1,192,622    $ 1,262,379
   Money market accounts                             7,598,594      8,616,274
                                                   ------------   ------------
                                                     8,791,216      9,878,653
                                                   ------------   ------------

Receivables:
   Investment advisory and management fees           1,745,807      1,339,294
   Due from funds and other                            838,374        468,413
                                                   ------------   ------------
                                                     2,584,181      1,807,707
                                                   ------------   ------------
Trading securities, at market value                  1,580,166      1,061,227
Prepaid expenses                                     1,199,345      1,411,688
Prepaid taxes                                            3,295          5,433
Fixed assets (net of accumulated depreciation
   and amortization)                                   876,633        931,576
Intangible assets (net of accumulated amortization)    158,226        162,276
Assets associated with deferred compensation         1,065,786      1,013,895
Deferred  tax asset, net                             1,498,911      1,756,238
Other assets                                            10,056          9,562
                                                   ------------   ------------
        Total assets                               $ 17,767,815   $ 18,038,255
                                                   ============   ============


Liabilities:

Accounts payable and other accrued expenses        $ 4,102,634    $ 4,848,923
Deferred income                                      2,293,950      2,134,972
Deferred compensation                                1,065,786      1,013,895
Federal income taxes payable                           704,909        794,016
                                                   ------------   ------------
        Total liabilities                            8,167,279      8,791,806
                                                   ------------   ------------
Minority interest                                      540,655        473,156

Stockholders' Equity:

Preferred stock, $.01 par value; 5,000,000 authorized shares;
  -0- issued and outstanding
Common stock, $.01 par value;  15,000,000  authorized shares;  5,487,887 issued,
   4,505,038 and 4,494,038, respective54,879tstanding54,879

Additional paid-in capital                          21,533,392     21,533,392
Accumulated deficit                                 (8,233,389)    (8,359,891)
Deferred compensation                                 (346,494)      (506,580)
Treasury stock, at cost                             (3,948,507)    (3,948,507)
                                                   ------------   ------------
        Total stockholders' equity                   9,059,881      8,773,293
                                                   ------------   ------------

        Total liabilities and stockholders' equity $ 17,767,815   $ 18,038,255
                                                   ============   ============


See  accompanying  notes  to the  condensed  consolidated  financial  statements
(Unaudited).

</TABLE>

                           LEXINGTON GLOBAL ASSET MANAGERS, INC.
                                              AND SUBSIDIARIES

<TABLE>
<S>                                                                  <C>                 <C>

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                      (Unaudited)

                                                                         Three Months Ended March 31,

                                                                        2000                1999
                                                                        ----                ----

Revenues:
   Investment advisory:

      Mutual fund management fees (including approximately
          $98,158 and $91,600 from related parties)                   $ 2,771,358         $ 2,130,851
      Mutual fund commissions                                               5,675              10,160
      Other management fees (including approximately
         $928,668 and $847,700 from related parties)                    2,452,760           2,137,687
   Commissions income                                                       9,948              36,306
   Other income                                                           413,332             138,623
                                                                    --------------      --------------
          Total revenues                                                5,653,073           4,453,627
                                                                    --------------      --------------

Expenses:

   Salaries and other compensation                                      2,304,433           2,271,344
   Selling and promotional                                                246,763             121,881
   Administrative and general                                           2,574,254           1,675,507
                                                                    --------------      --------------
          Total expenses                                                5,125,450           4,068,732
                                                                    --------------      --------------
          Income before income taxes and minority interest                527,623             384,895

Provision for income  taxes
   Current                                                                 76,294              67,998
   Deferred                                                               257,328              98,876
                                                                    --------------      --------------
          Total provision                                                 333,622             166,874
                                                                    --------------      --------------
          Income  before minority interest                                194,001             218,021
Minority interest                                                          67,499              32,963
                                                                    --------------      --------------
          Net income                                                    $ 126,502           $ 185,058
                                                                    ==============      ==============

Earnings per share:

   Basic earnings per share                                                 $0.03               $0.04
                                                                    ==============      ==============
   Diluted earnings per share                                               $0.03               $0.04
                                                                    ==============      ==============

   Basic weighted average shares outstanding                            4,501,049           4,710,105
                                                                    ==============      ==============
   Diluted weighted average share and common
      stock equivalents outstanding                                     4,764,214           4,769,898
                                                                    ==============      ==============

       See accompanying notes to the condensed consolidated financial statements
(Unaudited).
</TABLE>

                                      LEXINGTON GLOBAL ASSET MANAGERS, INC.
                                                      AND SUBSIDIARIES

<TABLE>
<S>                                                                           <C>                 <C>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                               (Unaudited)

                                                                               Three Months Ended March 31,

                                                                                2000               1999
                                                                                ----               ----

Cash flows from operating activities:

Net income                                                                      $ 126,502          $ 185,058
Adjustments to reconcile net income to net cash provided
   by (used in) operating activities:
      Depreciation and amortization                                                84,078             86,218
      Deferred income taxes                                                       257,327             98,876
      Minority interest                                                            67,499             32,963
      Compensation expense for restricted shares awarded                          160,086            157,920
(Increase) decrease in operating assets:

      Receivables                                                                (776,474)          (327,693)
      Trading securities, at market value                                        (518,939)           740,897
      Prepaid expenses                                                            212,343           (109,322)
      Prepaid taxes                                                                 2,138             38,118
Increase (decrease) in operating liabilities:

      Accounts payable and accrued expenses                                      (746,289)          (134,596)
      Federal income taxes payable                                                (89,107)            (1,268)
      Deferred income                                                             158,978            272,053
      Other, net                                                                     (494)             1,738
                                                                           ---------------    ---------------
Net cash provided by (used in) operating activities                            (1,062,352)         1,040,962

Cash flows from investing activities:
      Purchases of furniture, equipment and leasehold
         improvements                                                             (25,085)            (4,921)
                                                                           ---------------    ---------------
Net cash used in investing activities                                             (25,085)            (4,921)

Cash flows from financing activities:

      Purchase of treasury stock                                                        -           (230,400)
                                                                           ---------------    ---------------
Net cash used in financing activities                                                   -           (230,400)
Net increase (decrease) in cash and cash equivalents                           (1,087,437)           805,641
Cash and cash equivalents, beginning of period                                  9,878,653          8,438,174
                                                                           ---------------    ---------------
Cash and cash equivalents, end of period                                      $ 8,791,216        $ 9,243,815
                                                                           ===============    ===============



           See  accompanying  notes  to  the  condensed  consolidated  financial
statements (Unaudited).
</TABLE>

                        LEXINGTON GLOBAL ASSET MANAGERS, INC.
                                    AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.  Basis of Presentation:

The interim  financial  information  presented is  unaudited.  In the opinion of
Company  management,  all  adjustments,  (consisting  only of  normal  recurring
accruals),  necessary to present  fairly the  condensed  consolidated  financial
position and the results of  operations  for the interim  period have been made.
The  financial  statements  should  be read in  conjunction  with the  financial
statements  and related notes in the Company's  1999 Annual Report on Form 10-K.
The results of operations for the interim period  presented are not  necessarily
indicative of the results to be expected for the full year.

Prior  year  numbers  have  been   reclassified   to  conform  to  current  year
presentation.

2.   Merger with ReliaStar Financial Corporation

On February  29,  2000,  the Company  announced  that it has signed a definitive
agreement  for  ReliaStar  Financial  Corporation  ("ReliaStar")  to acquire the
Company in a stock-and-cash transaction. Under the merger agreement, as amended,
the Company will become a ReliaStar subsidiary,  and will operate in conjunction
with Pilgrim Capital Corporation,  which manages,  markets and distributes open-
and closed-end mutual funds and structured  finance products.  Completion of the
acquisition is subject to normal closing  conditions,  including approval by the
Company's  shareholders,  fund  directors  and fund  shareholders,  and  various
regulatory approvals.  The transaction is expected to close in the third quarter
of 2000. Upon closing of the acquisition,  Company shareholders will be entitled
to 0.231  shares of  ReliaStar  common  stock and $3.306 in cash in exchange for
each share of Company  common stock they hold,  subject to  adjustment  based on
ReliaStar's  common  stock  price and the  Company's  assets  under  management.
Specifically,  if ReliaStar's average share price over a five-day pricing period
shortly before completion of the merger is greater than $31.625,  then the value
of the merger  consideration  will be fixed at $10.611 per Lexington  share.  On
April 30, 2000, ReliaStar agreed to be acquired by the ING Group for a per-share
payment  of $54.00  in cash to  ReliaStar's  shareholders.  The  acquisition  of
ReliaStar  is  currently  expected  to close late in the third  quarter of 2000.
Because the ING Group has agreed to acquire  ReliaStar for $54.00 per share,  it
is assumed  that the  $10.611  fixed  price will be  applicable  to  ReliaStar's
acquisition  of Lexington,  subject to further  adjustment  based on Lexington's
assets under  management.  If  Lexington's  assets under  management  three days
before the  completion  of the merger  differ by more than 10% from  Lexington's
assets under management on December 31, 1999, then the merger consideration will
be increased or reduced, as the case may be, depending on the actual size of the
variance.  Changes in assets under  management  related solely to changes in the
market value of the assets under management will be ignored when calculating any
adjustment.  Lexington's total assets under management at December 31, 1999 were
$3,573 million.  At March 31, 2000,  total assets under  management  amounted to
$3,643  million.  The change in assets under  management  was  comprised of $126
million in market  appreciation,  offset  partially by net cash  outflows of $56
million.

3.  Disclosures about Segments of an Enterprise and Related Information

The Company and its subsidiaries  are principally  engaged in a variety of asset
management and related  services to retail  investors,  institutions and private
accounts.  The  Company  operates  in three  business  segments:  Mutual  Funds,
Institutional,  and  Private  Accounts.  The mutual  fund  segment,  through its
subsidiaries,  markets,  promotes,  and distributes  the Lexington  family of 15
mutual  funds  providing  a variety of  investment  choices.  The  institutional
segment for investment  management services includes  corporate,  government and
multi-employee pension plans,  charitable endowments and foundations,  insurance
company general accounts and defined  contribution and 401(k) plans. The private
account  segment  offers  equity,  fixed income and balanced fund  alternatives,
tailored to the individual investment objectives of its private clients.

                                  LEXINGTON GLOBAL ASSET MANAGERS, INC.
                                            AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
<TABLE>
<S>                                             <C>          <C>              <C>            <C>              <C>

3.  Disclosures about Segments of an Enterprise and Related Information (Continued)

                                             Mutual Private

Three months ended March 31, 2000                Funds      Institutional     Accounts       Other           Total
---------------------------------                -----      -------------     --------       -----           -----

Revenue                                          $3,029,603     $1,100,444     $1,393,908     $129,118         $5,653,073

Salaries and other compensation                     760,203      1,012,115        532,115            -          2,304,433
Selling and promotional                              64,121        124,020         45,633       12,989            246,763
Administrative and general                        1,442,244        481,023        588,715       62,272          2,574,254

Income (loss) before income taxes
     and minority interest                         $763,035      ($516,714)      $227,445      $53,857           $527,623

Three months ended March 31, 1999

Revenue                                          $2,224,629     $1,021,369     $1,190,095      $17,534         $4,453,627

Salaries and other compensation                   1,004,184        946,053        321,107            -          2,271,344
Selling and promotional                              36,062         61,920         15,591        8,308            121,881
Administrative and general                          658,380        225,842        729,376       61,909          1,675,507

Income (loss) before income taxes
     and minority interest                         $526,003      ($212,446)      $124,021     ($52,683)          $384,895

</TABLE>


Included  in the above table are  acquisition  expenses  of  approximately  $0.8
million allocated based upon the impacted segments.

Management  does not  evaluate  balance  sheet  assets  as a means  to  allocate
resources and assess performance.  The Company is domiciled in the United States
and does not have any international operations.

4.  Taxes

The Company's  effective tax rate for the quarter ended March 31, 2000 and March
31,  1999  was 43% and 43%  respectively  excluding  non-deductible  acquisition
expenses of approximately  $250 thousand recorded in the quarter ended March 31,
2000.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Management's Discussion and Analysis contained in the Company's Annual Report on
Form 10-K for December 31, 1999 is  incorporated  herein by reference and should
be read in conjunction with the following.

Three Months Ended March 31, 2000 and 1999

The  consolidated  net income for three months ended March 31, 2000 was $126,502
or $0.03 per share, compared to $185,058 or $0.04 per share in the first quarter
of 1999.  Revenues  for the  quarter  amounted to $5.7  million,  which are $1.2
million  above the first  quarter of 1999.  Total  expenses of $5.1  million are
approximately  $1.0 million above the $4.1 million recorded in the first quarter
of 1999. Of the $1.0 million  increase,  approximately  $800,000  reflects costs
associated with the Company's  acquisition by ReliaStar  Financial  Corporation.
Excluding  these  costs,  net income for the  quarter  would  have  amounted  to
approximately  $690,000,  or $0.15 basic  earnings  per share and $0.14  diluted
earnings per share.

Total assets under  management  at March 31, 2000 were $3.6 billion  compared to
$3.2 billion at March 31, 1999.  Mutual fund assets under  management  increased
approximately $0.2 billion to $1.7 billion from $1.4 billion in the year earlier
period.  The increase is mainly  attributable to strong performance or growth in
several  products,  most notably the Lexington  Worldwide  Emerging Markets Fund
which  increased in size by $115  million,  the  Lexington  Troika Dialog Russia
Fund,  which  increased  $64 million,  the  Lexington  GNMA Income  Fund,  which
increased $45 million,  and the Lexington Emerging Markets Fund, which increased
$24 million from March 31, 1999. Private account assets increased  approximately
$0.1  billion to $0.8  billion,  while  institutional  assets also showed a $0.1
billion increase to $1.2 billion.

Total  revenues of $5.7  million  increased  $1.2  million from the year earlier
period.  Mutual  fund  revenues  increased  approximately  $0.6  million to $2.8
million with the  increase in assets under  management.  Other  management  fees
increased $0.3 million,  which is associated with higher assets under management
in the private account and institutional  segments.  Other income increased $0.3
million as a result of  unrealized  appreciation.  The  unrealized  appreciation
stems from investments in a number of products managed by the Company.

Total expenses  increased  approximately  $1.0 million to $5.1 million from $4.1
million due to higher  administrative  and  general and selling and  promotional
expenses.  Administrative  and general  expenses  increased $0.9 million to $2.6
million  in the first  quarter  of 2000  compared  to $1.7  million in the first
quarter of 1999.  Of the $0.9  million  increase,  $0.8 million  reflects  costs
associated  with  the   acquisition  of  the  Company  by  ReliaStar   Financial
Corporation.  These costs consist primarily of employee  retention  payments and
legal costs.  (Additional  acquisition related costs are expected to be incurred
in future  quarters.)  Also  causing an increase are  sub-advisory  fees of $0.1
million,  which  reflect the  increase in assets under  management.  Selling and
promotional expenses increased $0.1 million due to increased travel expenses, as
a  result  of two  additional  marketing  representatives,  and an  increase  in
advertising expenditures.  Salaries and other compensation remained even at $2.3
million.  The deferred tax provision was impacted by non-deductible  acquisition
expenses of  approximately  $250  thousand  for the three months ended March 31,
2000

Effects of Inflation

The Company does not believe that inflation has had a significant  impact on the
operations of the Company to date.  The Company's  assets  consist  primarily of
cash and  investments,  which are  monetary  in nature.  However,  to the extent
inflation results in rising interest rates with the attendant adverse effects on
the securities  markets and on the values of  investments  held in the Company's
accounts,  inflation may adversely affect the Company's  financial  position and
results of operations. Inflation also may result in increased operating expenses
(primarily  personnel-related  costs) that may not be readily recoverable in the
fees charged by the Company.

Liquidity and Financial Condition

The  Company's   business  typically  does  not  require   substantial   capital
expenditures.  The most  significant  investments  are in technology,  including
computer equipment.

Historically,  the  Company  has been  cash  self-sufficient.  Cash  flows  from
operations have ranged between inflows of $3.7 million and $2.4 million over the
past  three  years.  In the  first  three  months of 2000 the  Company  had cash
outflows from operations of $1.1 million.  The major use of cash was the payment
of normal operating expenses,  merger related expenses, and an investment in the
Company's trading securities.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (Continued).

Net cash from investing  activities has ranged between  outflows of $0.1 million
and $0.3  million  over the past three  years.  Outflows of cash from  investing
activities  were just  marginally  negative  in the first  three  months of 2000
reflecting the purchase of computer equipment.

Cash flows from financing  activities have been  consistently  negative over the
past three years. The principal use of cash in financing activities has been the
repurchase of the Company's stock under the stock buy-back programs.  As part of
the pending transaction with ReliaStar, this program has been suspended.

Historically,  the Company has maintained a substantial  amount of liquidity for
purposes of meeting regulatory  requirements and potential business demands.  At
March  31,  2000 the  Company  had $8.8  million  of cash and cash  equivalents.
Management  believes  the  Company's  cash  resources,  plus  cash  provided  by
operations,  is  sufficient  to  meet  the  Company's  foreseeable  capital  and
liquidity  requirements.  As a result  of the  holding  company  structure,  the
Company's  cash flows will depend  primarily on  dividends or other  permissible
payments from its subsidiaries.  The Company has no standby  lines-of-credit  or
other similar arrangements.

LFD,  as  a  registered  broker-dealer,   had  federal  and  state  net  capital
requirements at March 31, 2000 of $25,000.  The aggregate net capital of LFD was
$0.3 million at March 31, 2000.

Stockholders'  equity on March 31,  2000  increased  to $9.1  million  from $8.8
million at December 31,  1999,  primarily as a result of net income and deferred
compensation amortization.

Management  believes that the Company's  liquid assets and its net cash provided
by operations will enable it to meet any foreseeable cash requirements.

The recent  acquisition  of the Company by ReliaStar will  precipitate  numerous
actions which will cause the Company to incur  additional  costs as discussed in
the Company's  1999 annual report under risk factors.  In the  aggregate,  these
costs will substantially reduce shareholders' net equity.

Forward Looking Statements

Some of the information  presented in this 10-Q,  including,  but not limited to
the Company's expectations regarding the definitive merger agreement, constitute
forward-looking   statements  within  the  meaning  of  the  private  Securities
Litigation  Reform  Act  of  1995.   Although  the  Company  believes  that  its
expectations  are  based on  reasonable  assumptions  within  the  bounds of its
knowledge,  there  can be no  assurance  that  actual  results  will not  differ
materially from the Company's expectations. Factors which could cause the actual
results  to  differ  materially  from  expectations  include  failure  to  reach
agreement on material terms,  failure to receive required corporate,  regulatory
and contractual  approvals or consents and other factors  discussed from time to
time in the  Company's  Annual  Report on Form 10-K and other  filings  with the
Securities and Exchange Commission.






Part II.  Other Information

Item 1.  Legal Proceedings

     None

Item 6. Exhibits and Reports on Form 8-K

   (a)      List of Exhibits

No.  27  Financial  Data  Schedule  (filed  with  the  Securities  and  Exchange
Commission)

Other Items under Part II have been  omitted  since they are either not required
or are not applicable.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

LEXINGTON GLOBAL ASSET MANAGERS, INC.

By: /s/Richard M. Hisey
   --------------------
RICHARD M. HISEY
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

Date: 05-12-00