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 09-30-96
                                       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 the latest practicable date.

                      Common Stock-$.01 Par Value Per Share
                          Authorized 15,000,000 Shares
                     5,487,887 Shares Issued and Outstanding

Part I.  Financial Information

Item 1.  Financial Statements
<TABLE>


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

<S>                                                                <C>                     <C>

                                                                         9/30/96                12/31/95
                                                                       (Unaudited)
Assets:
Cash and cash equivalents:
   Cash                                                              $          875,395      $         575,694
   Money market accounts                                                      5,642,918              5,039,323
                                                                    -------------------     ------------------
                                                                              6,518,313              5,615,017
                                                                    -------------------     ------------------

Receivables:
   Investment advisory and management fees                                    1,342,040              1,577,875
   Due from funds and other                                                   1,046,557              1,206,619
                                                                    -------------------     ------------------
                                                                              2,388,597              2,784,494
                                                                    -------------------     ------------------
Marketable securities                                                         1,131,329                932,282
Prepaid expenses                                                                335,253                349,768
Prepaid taxes                                                                    30,565                 42,365
Furniture, equipment and leasehold improvements (net of
   accumulated depreciation and amortization)                                 1,357,782              1,434,802
Intangible assets (net of accumulated amortization)                             214,926                252,387
Deferred income taxes                                                         2,823,336              3,048,283
Other assets                                                                    243,419                314,203
                                                                    -------------------     ------------------
         Total assets                                                $       15,043,520       $     14,773,601
                                                                    ===================     ==================


Liabilities:
Accounts payable and other accrued expenses                          $        3,498,467      $       4,258,195
Capitalized lease obligations                                                         -                157,019
Deferred income                                                               1,128,104              1,592,531
Federal income taxes payable                                                    980,051                979,184
Other liabilities                                                                 6,908                  7,515
                                                                    -------------------     ------------------
         Total liabilities                                                    5,613,530              6,994,444
                                                                    -------------------     ------------------
Minority interest                                                               352,867                432,136

Stockholders' Equity:
Common stock, $.01 par value; 15,000,000 authorized shares;
   5,487,887 issued and outstanding                                              54,879                 54,879
Additional paid-in capital                                                   21,501,517             21,501,517
Accumulated deficit                                                         (12,479,273)           (14,209,375)
                                                                    -------------------     ------------------
         Total stockholders' equity                                           9,077,123              7,347,021
                                                                    -------------------     ------------------
                                                                                           
         Total liabilities and stockholders' equity                  $       15,043,520       $     14,773,601
                                                                    ===================     ==================


       The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>


CONDENSED CONSOLIDATED STATEMENTS OF OPERATION (Unaudited)
<TABLE>

                                                                 Three Months                       Nine Months
                                                                Ended Sept. 30,                   Ended Sept. 30,
                                                             1996             1995             1996             1995
                                                             ----             ----             ----             ----
<S>                                                 <C>             <C>              <C>              <C>

Revenues:
   Investment advisory:
      Mutual fund management fees (including
          approx. $118,571  $104,492  $376,531
          and $352,290 from related parties          $     2,682,772  $     2,512,916  $     8,149,465  $     7,390,216
      Mutual fund commissions                                 16,839           35,058          206,365          152,140
      Other management fees (including approx.
         $581,017  $552,997  $1,713,069 and
         $1,620,097 from related parties                   2,159,268        2,332,869        6,397,947        6,878,544
   Commissions income                                        533,338          417,612        1,691,057        1,262,357
   Other income                                              172,800          141,604          443,542          323,455
                                                       --------------------------------------------------------------------
         Total revenues                                    5,565,017        5,440,059       16,888,376       16,006,712
                                                       -------------------------------------------------------------------

Expenses:
   Salaries and other compensation                         2,993,037        2,599,722        9,311,640        7,938,970
   Selling and promotional                                   329,886          453,676        1,157,685        1,647,109
   Administrative and general                              1,619,902        1,836,633        4,174,432        4,078,335
                                                       --------------------------------------------------------------------
         Total expenses                                    4,942,825        4,890,031       14,643,757       13,664,414
                                                       -------------------------------------------------------------------
         Income before income taxes and
           minority interest                                 622,192           550,028       2,244,619        2,342,298
Gain on sale of subsidiaries                                 639,881                 -         529,881                -

Provision for income  taxes
   Current                                                   301,556           131,061         898,720          791,750
   Deferred                                                  279,319            (8,827)        224,947           89,269
                                                       ---------------------------------------------------------------------
         Total provision                                     580,875           122,234       1,123,667          881,019
                                                       --------------------------------------------------------------------
         Income before minority interest                     681,198           427,794       1,650,833        1,461,279
Minority interest                                           (108,128)           23,143         (79,269)          26,996
                                                       ---------------------------------------------------------------------
        Net income                                    $      789,326   $       404,651  $    1,730,102  $     1,434,283
                                                       ===================================================================

Earnings per share
   Net income per share                                        $0.14            $0.07            $0.31            $0.26
                                                               ======           ======           ======           =====

   Avg. shares outstanding during the period                5,487,887        5,487,887        5,487,887        5,487,887
                                                            =========        =========        =========        =========


             The  accompanying  notes  are an  integral  part  of the  condensed
consolidated financial statements.
</TABLE>


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
                                                                           Nine Months Ended Sept. 30,
                                                                             1996               1995
                                                                             ----               ----

<S>                                                                 <C>               <C>

Cash flows from operating activities:
Net income                                                           $    1,730,102     $    1,434,283
Adjustments to reconcile net income to net cash provided
   by operating activities:
      Depreciation and amortization                                         346,647            318,190
      Unrealized (appreciation) depreciation on marketable
         securities                                                         (86,151)           (41,110)
      Deferred income taxes                                                 224,947             89,269
      Minority interest                                                     (79,269)            26,996
Change in assets and liabilities
      Receivables                                                           395,897           (486,064)
      Prepaid expenses                                                       14,515           (272,762)
      Prepaid taxes                                                          11,800             10,596
      Accounts payable and accrued expenses                                (849,228)           566,400
      Federal income taxes payable                                              867             30,873
      Deferred management fees                                             (464,427)          (394,517)
      Other, net                                                             57,972            258,158
                                                                       ---------------   --------------
Net cash provided by operating activities                                 1,303,672          1,540,312

Cash flows from investing activities:
      Purchases of furniture, equipment and leasehold
         improvements                                                      (370,204)          (446,183)
      Purchase of intangibles                                                (7,225)                 -
      Purchases of marketable securities                                   (112,896)          (112,404)
      Sales of marketable securities                                              -            113,075
      Sale of furniture and equipment                                       157,470                  -
                                                                     ---------------     --------------
Net cash used in investing activities                                      (332,855)          (445,512)

Cash flows from financing activities:
      Principal payments under capital lease obligations                    (67,521)          (105,799)
      Dividends                                                                   -         (1,500,000)
      Capital contribution                                                        -             75,000
                                                                     ---------------     --------------
Net cash used in financing activities                                       (67,521)        (1,530,799)
Net increase / (decrease) in cash and cash equivalents                      903,296           (435,999)
Cash and cash equivalents, beginning of period                            5,615,017          6,147,610
                                                                     ---------------     --------------
Cash and cash equivalents, end of period                             $    6,518,313     $    5,711,611
                                                                     ===============     ==============



The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
</TABLE>



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 necessary to present fairly the consolidated
financial  position and the results of operations  for the interim  periods have
been  made.  The  financial  statement  should be read in  conjunction  with the
financial  statements  and related notes in the Company's  1995 Annual Report on
Form 10K.



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


Management's Discussion and Analysis contained in the Company's Annual Report on
Form 10-K for December 31, 1995 is  incorporated  herein by reference and should
be read in conjunction with the following.


Nine Months Ended September 30, 1996 and 1995

The  consolidated  net income for the nine months ended  September  30, 1996 was
$1.7 million, $0.31 per share, compared to $1.4 million, $0.26 per share for the
first nine months of 1995. On September 30, 1996,  the Company sold or exchanged
five  of  its  West  Coast  subsidiaries,  two of  which  have  been  considered
immaterial, to a company formed by the CEO of the subsidiaries and the U.S. unit
of London Pacific Group Limited,  Berkeley (USA) Holdings Limited  ("Berkeley").
The  Company  realized  a  gain  of  $0.5  million,  $0.09  per  share,  on  the
transaction.

Total  revenues of $16.9 million are 5.6% ahead of the $16.0 million in revenues
recorded in the first nine months of 1995.

The Company's  core business  (consisting  of Lexington  Management  Corporation
("LMC") and Lexington Funds Distributor,  Inc. ("LFD")) delivered total revenues
of $10.9 million  compared to $10.7 million in the first nine months of 1995, an
increase  of 1.9%.  The  Company's  other  subsidiaries  consist of :  Lexington
Capital Management Inc. ("LCM"); Market Systems Research Advisors, Inc. ("MSR");
MSR's  wholly-owned  subsidiary,  Market Systems Research,  Inc.  ("MSRI");  and
Piedmont Asset Advisors LLC ("PAA"). On September 30, 1996, the Company sold the
following subsidiaries:  Lexington Plan Administrators,  Inc. ("LPA"); Lexington
Capital Management  Associates,  Inc. ("LCMA");  LCMI Insurance  Services,  Inc.
("LCMI"),  and;  Lexington  Advisors II, Inc.  ("LAII").  As part of the overall
transaction,   the  Company  also  exchanged  its  wholly-owned  subsidiary  LCM
Financial  Services Inc. ("LFSI") for the minority interest in LCM held by LCM's
former Chief Executive Officer.  Combined,  all of these subsidiaries  generated
$6.0  million in  revenues  in the first nine  months of 1996  compared  to $5.3
million in the year-earlier period. These disposed  subsidiaries  produced total
revenues of $2.3 million in the first nine months of this year  compared to $1.6
million in the year-earlier period. In addition to the sale of the subsidiaries,
the Company has entered into an operating  agreement with SAI Capital  Holdings,
Inc.  ("Select"),  a subsidiary of Berkeley under which Select will provide back
office  and  support  services  to LCM in return  for a portion  of LCM's  asset
management  advisory  fees. A further  discussion  of the factors  producing the
revenue  results  follows.  Net mutual fund  management fees of $8.1 million are
$0.7  million or 9.5% ahead of $7.4  million for the  year-earlier  period.  The
increase  is  primarily a function of asset  increases  in two of the  Lexington
funds:  Lexington  Worldwide  Emerging Markets and Lexington  Corporate  Leaders
Trust.  Strong performance has resulted in growth in these funds' assets through
appreciation  and  net  cash  inflows  from  increased  investor  demand.   Also
contributing  to the increase in mutual fund  management  fees were increases in
assets in the Company's  private label  business and in the Lexington  Strategic
Silver Fund and the Lexington  Growth and Income Fund.  Other management fees of
$6.4 million are $0.5 million  below the  corresponding  figure for 1995 of $6.9
million.  Most  of  this  decrease  relates  to  institutional   accounts  which
terminated  during  1995,  some of which  were  related to the  spin-off  of the
Company from its former parent,  Piedmont  Management  Company Inc.  Commissions
income of $1.7 million is $0.4 million above the  comparable  1995 figure.  This
increase  reflects  commissions  earned on increased sales of loaded mutual fund
products through LFSI.

Total  expenses  of $14.6  million are $1.0  million  higher than the first nine
months of 1995 when total expenses were $13.6 million.  Personnel  costs of $9.3
million are up $1.4  million over the  comparable  1995  period.  This  increase
reflects:  1) the addition of investment and other personnel;  2) higher payouts
associated with the increased  commissions  income noted above; and, 3) the fact
that the prior year benefited from an employee benefit refund  associated with a
good experience  rating.  Selling and promotional costs of $1.2 million are $0.4
million  below the $1.6 million for such costs in the first nine months of 1995.
The decrease reflects lower overall advertising expenditures and



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

lower travel and entertainment expenditures. General and administrative costs of
$4.2  million  are $0.1  million  higher than the prior year figure due to costs
associated with the Company's public reporting responsibilities.

As discussed earlier,  the Company recognized a gain of $0.5 million on the sale
or exchange of five of its west coast  subsidiaries.  The transaction  closed on
September 30, 1996.

Profit  before tax  amounted  to $2.9  million,  up $0.6  million  from the $2.3
million  recorded  through the third  quarter of 1995.  Provision  for state and
federal  taxes  increased  $0.2 million to $1.1 million from $0.9 million in the
year earlier period due to higher profits and to timing differences attributable
to bonus payments.


Three Months Ended September 30, 1996 and 1995

The  consolidated  net income for the three months ended  September 30, 1996 was
$789  thousand  compared to net income of $405  thousand in the third quarter of
1995.  Total  revenues of $5.6 million are $0.2 million ahead of the  comparable
1995 figure of $5.4 million.

The Company's  core business  delivered  total revenues of $3.5 million which is
$0.1 million  below the prior year figure of $3.6 million.  The Company's  other
subsidiaries  delivered  total  revenues of $2.1 million in the quarter which is
$0.3 million ahead of the third quarter of 1995 ($1.8 million).

Net mutual fund management fees of $2.7 million are $0.2 million higher than the
$2.5 million in mutual fund  management  fees  recorded in the third  quarter of
1995. Primary  contributors to this revenue increase were the Lexington Growth &
Income  Fund  and  Lexington  Corporate  Leaders  Trust,  which  benefited  from
increased  investor interest and asset  appreciation  associated with the strong
U.S. equity markets to date in 1996.  Other  management fees of $2.2 million are
$0.1 million below the third quarter of 1995 ($2.3 million),  reflecting account
terminations in the Company's high net worth and institutional business, some of
which were a result of the  spin-off  of the  Company  from its  former  parent,
Piedmont Management Company.  Commissions income of $0.5 million is $0.1 million
above  the $0.4  million  recorded  in the third  quarter  of 1995 due to higher
levels of new  business in the  Company's  West Coast  brokerage  and  insurance
operations.

Total  expenses  of $4.9  million  are even  with  the  third  quarter  of 1995.
Personnel  costs of $3.0  million are $0.4  million  above the  comparable  1995
figure of $2.6 million.  The higher costs reflect: 1) the addition of investment
personnel;  and, 2) higher  commissions  associated with the higher  commissions
income  from the West Coast  brokerage  and  insurance  operations.  Selling and
promotional  costs of $0.3 million are $0.2 million below the 1995 third quarter
figure of $0.5 million.  Advertising  expenditures were lower in the quarter due
to more  uncertain  securities  market  conditions.  General and  administrative
expense of $1.6 million are $0.2 million below the $1.8 million  recorded in the
third  quarter of 1995.  Most of the decrease is  attributable  to various costs
associated with the spin-off in the prior year.

Profit  before tax amounts to $1.4  million for the three  months  which is $0.9
million above the third quarter of 1995 ($0.5  million).  As discussed  earlier,
the Company  sold its West Coast  subsidiaries  in the third  quarter.  The gain
recognized  on the sale in the third  quarter was $0.6  million.  Provision  for
income  taxes of $581  thousand is $459  thousand  above the prior year  period,
reflecting  timing  differences  attributable to bonus payments and the deferred
tax effect from the use of LCM's net operating losses to offset the gain on sale
of its subsidiaries.



Liquidity and Financial Condition

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

Historically,  the  Company  has been  cash  self-sufficient.  Cash  flows  from
operations have ranged between $1.2 million and $4.5 million over the past three
years primarily as a result of the Company's net income. The Company's cash flow
from operations through September 30, 1996 was $1.3 million. The primary sources
of cash were net income and working capital.

Net cash outflows from investing activities have ranged between $0.3 million and
$0.8  million  over the past three  years.  Through  September  30,  1996,  cash
outflows from investing  activities  were $0.3 million.  The primary use of cash
over the recent past has been for  refurbishment  and upgrading of the Company's
principal  offices,  which were  completed in 1994.  The  principal  use of cash
through the third quarter of 1996 was the purchase of computer equipment and the
purchase of marketable  securities  associated with the start-up of a new mutual
fund.  It is expected  that future  investing  activities  will  consist of more
routine furniture and equipment purchases,  purchases of marketable  securities,
and, potentially, acquisitions.

Cash flows from financing  activities  consistently  have been negative over the
past three  years.  The most  significant  outflow  was the payment of a regular
quarterly  dividend  to  Piedmont,  the  Company's  former  parent.  The Company
experienced a small  outflow of $68 thousand  through the third quarter of 1996.
The Company may in the future issue debt  securities or preferred stock or enter
into loan or other  agreements  that  restrict  the payment of  dividends on and
repurchase of the Company's capital stock.

Historically,  the Company has maintained a substantial  amount of liquidity for
purposes of meeting regulatory  requirements and potential business demands.  At
September 30, 1996,  the Company had $6.5 million of cash and cash  equivalents.
Management  believes  the  Company's  cash  resources,  plus  cash  provided  by
operations,  are  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,   has  federal  and  state  net  capital
requirements  at September  30, 1996 of $5,000.  The net capital of LFD was $317
thousand  at  September  30,  1996.  LMC,  LCM,  MSR,  and MSRI,  as  registered
investment  advisors,  must meet net capital requirements imposed at the Federal
and state levels. Because LCM does not have positive net worth, it does not meet
several  state net capital  requirements.  The Company has  provided  LCM with a
guaranty in all states where  additional  evidence of  financial  security is an
acceptable  alternative to the net capital  requirements.  The Company has begun
the process of merging LCM into LMC.

Stockholders'  equity on September 30, 1996  increased to $9.1 million from $7.3
million at December 31, 1995.  This  increase  reflects the  Company's  earnings
through the third quarter.

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
Company's overall financial condition remains strong.



Part II.  Other Information

Item 1.  Legal Proceedings

         None

Item 6.  Exhibits and Reports on Form 8-K

1. (a) Exhibits. (27) Financial Data Schedule for the six months ended September
30, 1996



                                   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.

11-14-96                                 By:  /s/ Richard M. Hisey
---------                                -------------------------------------
Date                                     Richard M. Hisey
                                         Executive Vice President,
                                         Chief Financial Officer and Treasurer