Contents of this exhibit are as follows:

            Articles of Amendment (Share Issuance) dated 5/28/86
     Articles of Amendment (Name Change & Authorizations) dated 4/26/83
     Articles of Amendment (Name Change & Share Issuance) dated 5/1/80
             Articles of Incorporation dated November 15, 1976

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

                            ARTICLES OF AMENDMENT 

                                     OF 

                     LEXINGTON TAX FREE MONEY FUND, INC.

     Lexington Tax Free Money Fund, Inc., a Maryland corporation having its
principal office in Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:

     FIRST: The Articles of Incorporation of the Corporation are hereby
amended by striking out the text of Article Fourth of such Articles and
inserting in lieu thereof the following:

     The aggregate number of shares which the Corporation is authorized to
     issue is $1,000,000 shares of capital stock, $.01 par value, all of one
     class, and of the aggregate par value of $10,000,000.

     SECOND: The board of directors of the Corporation, at a meeting duly
convened and held on February 25, 1986 adopted a resolution in which was set
forth the foregoing amendment to the charter, declaring that the said
amendment of the charter was advisable and, said board of directors by vote of
majority of their entire number, approved and adopted said amendment, pursuant
to Section 603 of the Corporations and Associations Article of the Annotated
Code of Maryland.  The stockholders of the Corporation approved the foregoing
amendment to the charter on April 11, 1986.

     IN WITNESS WHEREOF, Lexington Tax Free Money Fund, Inc. has caused these
presents to be signed in its name and on its behalf by its President or one of
its Vice Presidents and its corporate seal to be hereunto affixed and attested
by its Secretary or one of its Assistant Secretaries on May 27, 1986.


Attest:                                   LEXINGTON TAX FREE MONEY FUND, INC.



_____________________________            ________________________________
Lisa Curcio                              Lawrence Kantor
Assistant Secretary                      Vice President

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                  LEXINGTON TAX FREE DAILY INCOME FUND, INC.

                            ARTICLES OF AMENDMENT


     LEXINGTON TAX FREE DAILY INCOME FUND, INC., a Maryland corporation having
its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:

     FIRST: The charter of the Corporation is hereby amended by striking out
ARTICLE FIRST and inserting in lieu thereof the following:

     FIRST: The name of the Corporation is Lexington Tax Free Money Fund, Inc.

     ARTICLE TENTH, SUBPARAGRAPH 8: Notwithstanding any provision of the
Maryland General Corporation Law requiring a greater proportion than a
majority of the vote entitled to be cast in order to take or authorize any
action, such corporate action (including, but without limitation, any
amendment to its Articles of Incorporation) may be authorized or taken upon
the affirmative vote of the holders of a majority of the outstanding shares of
stock entitled to vote thereon.
          
     SECOND: The board of directors of the Corporation, at a meeting duly
convened and held on February 15, 1983, adopted a resolution in which was set
forth the foregoing amendment to the charter, declaring that the said
amendment of the charter was advisable and directing that it be submitted for
action thereon at the annual meeting of the stockholders of the Corporation to
be held on April 21, 1983.

     THIRD: Notice setting forth the said Amendment of charter (or a summary
of the changes to be effected by said amendment of the charter) and stating
that a purpose of the meeting of the stockholders would be to take action
thereon, was given as required by law, to all stockholders of the Corporation
entitled to vote thereon; and like notice was given to all stockholders of the
Corporation not entitled to vote thereon, whose contract rights as expressly
set forth in the charter would be altered by the amendment.  The amendment of
the charter of the Corporation as hereinabove set forth was approved by the
stockholders of the Corporation at said meeting by the affirmative vote of
two-thirds of all the votes entitled to be cast thereon.

     IN WITNESS WHEREOF, Lexington Tax Free Daily Income Fund, Inc. has
caused these presents to be signed in its name and on its behalf by its
President and its corporate seal to be hereunto affixed and attested by its
Secretary on April 21, 1983.


Attest:                       By:________________________________
                                  Daniel Calabria, President


_________________________________
Priscilla L. Britnell, Secretary






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                      LEXINGTON TAX FREE INCOME FUND, INC.
                             ARTICLES OF AMENDMENT

     Lexington Tax Free Income Fund, Inc., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
     
     FIRST: The charter of the Corporation is hereby amended by striking out
Article First thereof and inserting in lieu thereof the following:

          "First: The name of the corporation shall be: LEXINGTON TAX FREE
           DAILY INCOME FUND, INC. hereinafter called the Corporation'."

     SECOND: The charter of the Corporation is hereby further amended by
striking out Article Fourth thereof and inserting in lieu thereof the
following:

          "Fourth: The aggregate number of shares which the Corporation is
           authorized to issue is 100,000,000 shares of capital stock, $.10
           par value, all of one class and of the aggregate par value of
           $10,000,000."

     THIRD: The Board of Directors of the Corporation, by written consent to
such action signed by all the members thereof and filed with the minutes of
proceedings of the board, adopted resolutions in which was set forth the
foregoing amendments to the charter declaring that said amendments of the
charter were advisable and directing that they be submitted for action thereon
at the annual meeting of the stockholders of the Corporation to be held on
April 29, 1980.

     FOURTH: Notice setting forth the said amendments of charter and stating
that a purpose of the meeting of the stockholders would be to take action
thereon, was given as required by law, to all stockholders of the Corporation. 
The amendments of the charter of the Corporation as hereinabove set forth were
approved by the stockholders of the Corporation at said meeting by the
affirmative vote of two-thirds of all the votes entitled to be cast thereon.

     FIFTH: The amendments of the charter of the Corporation as hereinabove
set forth has been duly advised by the board of directors and approved by the
stockholders of the Corporation.

     SIXTH: (a) The total number of shares of all classes of stock of the
Corporation heretofore authorized, and the number and par value of the shares
of each class are as follows:

          "10,000,000 shares of capital stock, $1.00 par value, all of one
           class, and of the aggregate par value of $10,000,000."

          (b) The total number of shares of all classes of stock of the
Corporation as increased, and the number and par value of the shares of each
class, are as follows:

          "100,000,000 shares of capital stock, $.10 par value, all of one
          class, and of the aggregate par value of $10,000,000.

            The capital stock of the Corporation is not divided into classes.

     IN WITNESS WHEREOF, Lexington Tax Free Income Fund, Inc. caused these
presents to be signed in its name and on its behalf by its President or one of
its Vice Presidents and its corporate seal to be hereunto affixed and attested
by its Secretary or one of its Assistant Secretaries, on April 29, 1980.


                                   LEXINGTON TAX FREE INCOME FUND, INC.



________________________________        By: _______________________________
Robert C. Miller, Secretary                  Grover O'Neill, Jr.,
                                             Vice President








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                          ARTICLES OF INCORPORATION                         
                                                                         
                                     OF                                    
                                                                         
                     LEXINGTON TAX FREE INCOME FUND, INC.                  
                                                                         
                                                                         
                                                                         
      The subscriber, PIERRE A. TONACHEL, whose post-office address is
405 Lexington Avenue, New York, N.Y. 10017, being at least eighteen
years of age, does, under and by virtue of the General Laws of the State
of Maryland authorizing the formation of corporations, execute and file
these Articles with the intention of forming a corporation.              
                                                                         

First:    The name of the corporation shall be:                        
                                                                         
                    LEXINGTON TAX FREE INCOME FUND, INC.                 
                                                                   
hereinafter called the Corporation.                                     
                                                                        

Second:  The location of the principal office of the Corporation in the
State of Maryland is c/o United States Corporation Company, 1300
Mercantile Bank and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland
21201.                                                                   
                                                                         
      United States Corporation Company, 1300 Mercantile Bank and Trust
Building, 2 Hopkins Plaza, Baltimore, Maryland 21201 is designated as
resident agent therein, and upon whom process against this corporation
may be served.  Said resident agent is a corporation of the State of
Maryland.                                                                
                                                                         

Third:   The purposes for which the Corporation is formed and the nature
of the business to be transacted by it are as follows:                   
                                                            
          (1) To conduct, operate and carry on the business of an 
investment company and hold, invest and reinvest its funds, and in 
connection therewith to hold part or all of its funds in cash, and to 
purchase or otherwise acquire, hold for investment or otherwise, sell, 
assign, negotiate, transfer, exchange or otherwise dispose of or turn to      
account or realize upon, securities (which term  securities  shall for
the purposes of this Article, without limitation of the generality
thereof, be deemed to include any stocks, shares, bonds, debentures,
notes, certificates of deposit issued by banks, mortgages or other
obligations or evidences of indebtedness, and any certificates,  
receipts, warrants or other instruments representing rights to receive,
purchase or subscribe for the same, or evidencing or representing any
other rights or interests therein, or in any property or assets) created
or issued by any persons, firms, associations, corporations, syndicates,
combinations, organizations, governments or subdivisions thereof; and to
exercise, as owner or holder of any securities, all rights, powers and
privileges in respect thereof; and to do any and all acts and things for
the preservation, protection, improvement and enhancement in value of
any and all such securities.                                             
                                                            
          (2) To issue and sell shares of its own capital stock in
such amounts and on such terms and conditions, for such purposes and for
such amount or kind of consideration (including, without limitation
thereto, securities) now or hereafter permitted by the laws of Maryland
and by these Articles of Incorporation, as its Board of Directors may
determine; provided, however, that the consideration per share to be  
received by the Corporation upon the sale of any shares of its capital
stock shall not be less than the net asset value per share of such
capital stock outstanding at the time as of which the computation of
such net asset value shall be made.                                      
                                                                         
          (3) To purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent of
the stockholders of the Corporation) shares of its capital stock, in any
manner and to the extent now or hereafter permitted by the laws of said
State and by these Articles of Incorporation.                            
                                                                 
          (4) To conduct its business in all its branches at one or
more offices in Maryland and elsewhere in any part of the world, without
restriction or limit as to extent.                                       
                                                       
          (5) To carry out all or any of the foregoing objects and
purposes as principal or agent, and alone or with associates or, to the
extent now or hereafter permitted by the laws of Maryland, as a member
of, or as the owner or holder of any stock of, or shares of interest in,
any firm, association, corporation, trust or syndicate; and in
connection therewith to make or enter into such deeds or contracts with
any persons, firms, associations, corporations, syndicates, governments
or subdivisions thereof, and to do such acts and things and to exercise
such powers, as a natural person could lawfully make, enter into, do or
exercise.                                                                
                                                                      
          (6) To do all and everything necessary, suitable and proper
for the accomplishment of any of the purposes or the attainment of any
of the objects or the furtherance of any of the powers hereinbefore set
forth, either alone or in association with other corporations, firms or
individuals, and to do every other act or acts, thing or things,
incidental or appurtenant to or growing out of or connected with the
aforesaid business or powers or any part or parts thereof, provided the
same be not inconsistent with the laws under which this Corporation is
organized.                                                               
                                                                         
          (7) The business or purpose of the Corporation is from time
to time to do any one or more of the acts and things hereinabove set
forth, and it shall have power to conduct and carry on its said
business, or any part thereof, and to have one or more offices, and to
exercise any or all of its corporate powers and rights, in the State of
Maryland and in the various other states and dependencies of the United
States, in the District of Columbia, and in all or any foreign
countries.                                                               
                                                                         
          (8) The enumeration herein of the objects and purposes of
the Corporation shall be construed as powers as well as objects and
purposes and shall not be deemed to exclude by inference any powers,
objects or purposes which the Corporation is empowered to exercise,
whether expressly by force of the laws of the State of Maryland now or
hereafter in effect, or impliedly by the reasonable construction of the
said laws.                                                               
                                                                         

Fourth:  The aggregate number of shares which the Corporation is
authorized to issue is 10,000,000 shares of capital stock, $1.00 par
value, all of one class, and of the aggregate par value of $10,000,000.  
                                                                         

Fifth:  The number of directors constituting the first board is five
(5), and the names and addresses of the persons who are to serve as such
directors are:                                                           
                                                                         
          NAMES                              ADDRESSES                      
                                                                         
Fletcher Hodges III                 177 North Dean Street                
                                    Englewood, New Jersey 07631          
                                                                 
Charles W. Cheek                    P.O. Drawer W-1                      
                                    Greensboro, North Carolina 27402     
                                                                 
William E. S. Griswold, Jr.         Griswold Point                       
                                    Old Lyme, Connecticut 06371          
                                                                  
Kenneth J. Hanau, Jr.               P.O. Box 301                         
                                    Walden, New York 12586              
                                                             
Philip C. Smith                     Lord's Highway                  
                                    Weston, Connecticut 06880           
                                                                  
However, the By-Laws of the Corporation may fix the number of directors
at a number greater than that named in this Certificate of Incorporation
and may authorize the Board of Directors, by the vote of a majority of
the entire Board of Directors, to increase or decrease the number of
directors fixed by this Certificate of Incorporation or by the By-Laws
within limits specified in the By-Laws, provided that in no case shall
the number of directors be less than three, and to fill the vacancies
created by any such increase in the number of directors.  Unless
otherwise provided by the By-Laws of the Corporation, election of
directors of the Corporation need not be by ballot.                      
                                                                         

Sixth:  Subject to the provisions hereinafter set forth, the holders of
shares of capital stock of the Corporation shall have the right on any
business day, upon request accompanied by surrender of the certificates
for any or all of such shares held by them, to require the shares so
surrendered to be repurchased by the Corporation, subject to Maryland
law, out of surplus.                                                     
                                                                         
Such repurchase shall be made and the repurchase price determined and
paid as follows:                                                         
                                                                         
           1.  There shall be tendered to the Corporation or to a
person, firm or corporation designated for the purpose by the
Corporation, during such usual business hours on a business day as the
Board of Directors may designate:                                        
                                                                      
          (a) The certificate representing the shares to be
repurchased, in satisfactory form for transfer to the Corporation or
endorsed in blank, as the Corporation may request, together with such
proof of ownership, power to surrender and authenticity of signatures as
may be required by the Corporation and with necessary stock transfer tax
stamps; and                                                            
                                                                         
          (b) A request for the repurchase of such shares in form
acceptable to the Corporation.                                            
                                                                         
Such tender shall be irrevocable and the Corporation or person, firm or
corporation designated for the purpose shall, except as provided in
Paragraph 4 below, receive and accept such documents and repurchase such
shares in the manner herein provided.                                    
                                                                         
           2.  The repurchase price per share to be paid by the
Corporation shall be the redemption value per share (determined in
accordance with Paragraph 2 of Article Seventh hereof) of the shares to
be repurchased.  Such redemption value shall be computed as of the close
of the New York Stock Exchange on the day on which the certificates
representing the shares to be repurchased have been properly tendered      
pursuant to Paragraph 1 above if, in fact, such certificates have been
tendered prior to such close, or if such certificates have been so
tendered after such close, then such redemption value shall be computed
as of the close of the New York Stock Exchange on the next succeeding
day on which such Exchange is open (or, if the New York Stock Exchange
is not open on said date, then as of the closing of the New York Stock     
Exchange on the next day on which said Exchange is open) or as of such
other time as the Board of Directors may properly and lawfully provide. 
Such price per share, if resulting in a fraction of a cent, shall be
adjusted to the next lower cent.                                         
                                                                         
           3.  Payment of the repurchase price shall be made at such
time and in such manner as may be determined by the Board of Directors
to be in the best interests of the Corporation; provided, however, that
except as otherwise may be permitted pursuant to Paragraph 4 below, such
payment shall in no event be made later than seven days following proper
tender of the certificates to be repurchased in accordance with  
Paragraph 1 above.  Payment of the redemption price may be made in cash
or in whole or in part in portfolio securities selected in such manner
as the Board of Directors may deem equitable and valued at the same
value given such securities in the determination of the amount of the
repurchase price.                                                        
                                                                         
            4.  The Corporation may not suspend the right of
repurchase provided for above or postpone the date of payment of the
repurchase price for a period of more than seven days following proper
tender of the certificates to be repurchased, in accordance with
Paragraph above; provided, however, that notwithstanding the foregoing,
such right may be suspended or such payment postponed (I) for any
period during which the New York Stock Exchange is closed other than
customary weekend and holiday closings or trading thereon is restricted,
(ii) for any period during which any emergency as defined by rules and
regulations of the Securities and Exchange Commission or any successor
thereto exists as a result of which it is impractical for the    
Corporation to determine the value of its assets or to dispose thereof,
or (iii) for such other periods as the Securities and Exchange
Commission may by order permit for the protection of security holders of
the Corporation.                                                         
                                                                         
           5.  The right of a holder of shares to receive dividends
thereon, and all other rights with respect to such shares, shall
forthwith cease and terminate from and after the time of the acceptance
of such shares by the Corporation for repurchase, except the right of
such holder to receive, in cash or in kind or partly in cash and partly
in kind, the repurchase price of such shares from the Corporation.       
                                                                         

Seventh:  Net asset value  and  redemption value  of any shares of the
Corporation outstanding (exclusive of treasury stock) shall be
determined for the purposes of this certificate of Incorporation by, or
pursuant to the direction of, the Board of Directors, in accordance with
the following Paragraphs 1 to 3 inclusive:                               
                                                                         
           1.  Net asset value shall be determined by dividing:      
                                                                         
          (a) the total value of the assets of the Corporation
determined as provided in paragraph 3 below (except that there may be
added to the market value of all securities listed or traded in on any
Exchange, if the Board of Directors so determines, brokerage, stamp
taxes and odd-lot premiums at, or substantially at, the rates which
would be applicable if such securities were being presently purchases),
less, to the extent determined by or pursuant to the direction of the
Board of Directors, in accordance with generally accepted accounting
practice, all debts, obligations and liabilities of the Corporation      
(which debts, obligations and liabilities shall include, without
limitation of the generality of the foregoing, any and all debts,
obligations, liabilities, or claims of any and every kind and nature,
fixed, accrued, unmatured or contingent, including the estimated accrued
expense of management and supervision, and any reserves or charges for
any or all of the foregoing, whether for taxes, expenses, contingencies,
or otherwise) but excluding the Corporation s liability upon its shares
and its surplus, by                                                      
                                                                      
          (b) the total number of shares of the Corporation
outstanding.  Shares sold by the Corporation, whether or not paid for,
shall be treated as outstanding from the time of acceptance of the
subscription therefor and the entry thereof on the books of the
Corporation and of the determination of the net price therefor        
(which net price shall be deemed to be an asset).  Shares purchased by
the Corporation, whether or not paid for, from the time of determination
of the redemption value thereof (which price until paid shall be a
liability of the Corporation) and treasury shares shall be treated as
not outstanding.                                                         
                                                                         
           2.  Redemption value shall be determined in the same manner
as net asset value, except that there shall be excluded the brokerage,
stamp taxes and odd-lot premiums, if any, included in the computation of
net asset value and there may be deducted from the market value of all
securities listed or traded in on any exchange, if the Board of  
Directors so determines, brokerage, stamp taxes and odd-lot premiums at,
or substantially at, the rates which would be applicable if such
securities were being presently sold.                                    
                                                                         
           3.  In determining for the purpose of this Certificate of
Incorporation the total value of the assets of the Corporation at any
time, investments and any other assets of the Corporation shall be
valued in such manner as may be determined from time to time by the
Board of Directors, which is empowered, in its absolute discretion, to   
establish such methods for determining such net asset value as are
deemed by it to be necessary in order to enable the Corporation to
comply with, or are deemed by it to be desirable provided they are not
inconsistent with, any provision of the Investment Company Act of 1940
or any rule or regulation thereunder including any rule or                 
regulation made or adopted pursuant to Section 22 of the Investment
Company Act of 1940 by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of
1934.                                                                    
                                                                         

Eighth: No holder of stock of any class of the Corporation shall be
entitled as of right to subscribe for or purchase any shares of stock of
any class whether now or hereafter authorized, or any bonds, debentures,
or other evidences of indebtedness whether or not convertible into or
exchangeable for stock, but shares of stock of any class, or bonds,
debentures, or other evidences of indebtedness may be issued, sold or
otherwise disposed of by the Board of Directors on such terms and for
such consideration, so far as may be permitted by law, and to such
person or persons as the Board of Directors in its absolute discretion
may deem advisable.                                                      
                                                                         

Ninth: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and it is
expressly provided that the same are intended to be in furtherance and
not in limitation or exclusion of the powers conferred by law:           
                                                                         
           1.  The stockholders and the Board of Directors of the
Corporation shall each have power to hold their meetings, to have an
office or offices, and to keep the books of the Corporation, subject to
the provisions of the laws of the State of Maryland, outside of said
State at such place or places as may be duly designated in accordance      
with the By-Laws.                                                        
                                                                         
           2.  All corporate powers, including but not limited to the
mortgaging, hypothecation and pledge of the whole or any part of the
corporate property (including after acquired property) and the purchase,
acquisition and lease of any property, real or personal, within or
without the State of Maryland, may be exercised by the Board of  
Directors, without the assent of or other action by the stockholders,
except as otherwise provided by law or by this Certificate of
Incorporation.  The Board of Directors shall also have power, with the
consent in writing, or upon the affirmative vote given at a           
meeting called for the purpose, of the holders of a majority of the
issued and outstanding stock then entitled to vote thereon, to sell,
assign, transfer, convey, mortgage, pledge, lease, exchange, or
otherwise dispose of, all the property and the entire good will and all
its assets, privileges, franchises and rights, of whatever sort, for
such consideration and upon such terms and conditions as the Board of
Directors shall deem expedient and in the best interest of the
Corporation.                                                             
                                                                         
           3.  The Board of Director shall have power: from time to
time to fix and determine and vary the amount of the working capital of
the Corporation; subject to the provisions of this Certificate of
Incorporation, to direct and determine the use and disposition of any
net profits or surplus from whatever source arising; to create or          
abolish a reserve or reserves for any proper purpose; and in its
discretion, but only to the extent permitted by law and by this
Certificate of Incorporation, to use and apply and such profits or
surplus in purchasing or acquiring bonds or other obligations of the  
Corporation or shares of the capital stock of the Corporation, to such
extent and in such manner and on such terms and conditions as the Board
of Directors shall deem expedient, and, except as may be otherwise
required by law, any shares of such capital stock so purchased or
acquired may be resold, at the discretion of the Board of Directors, for
such consideration and upon such terms and conditions as the Board of      
Directors may determine.                                                 
                                                                         
           4.  To the extent permitted by law, and except as otherwise
provided in this Certificate of Incorporation, the Board of Directors
shall have absolute discretion as to the declaration, amount and nature
of dividends, and may invest and reinvest the funds of the Corporation
to such extent and in such manner as in its absolute discretion it    
may deem advisable.                                                      
                                                                         
           5.  The By-Laws may confer upon the Board of Directors
power in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon them by law, but only to the extent
permitted by law and by the provisions of this Certificate of
Incorporation.                                                           
                                                                         
           6.  Except as otherwise provided in the By-Laws, the Board
of Directors may from time to time, by resolution or resolutions adopted
by a majority of the directors then in office, designate an Executive
Committee consisting of two or more directors, which Executive Committee
shall have and may exercise, to the extent provided in such resolution
or resolutions, or in the By-Laws and to the extent permitted by law,
the  powers of the Board of Directors in the management of the business
and affairs of the Corporation; and such other committees, consisting of
such number of directors and having such powers, as shall be provided in
such resolution or resolutions or in the By-Laws.                        
                                                                         
           7.  Except as otherwise provided by law, at any meeting of
stockholders a majority in number of The outstanding shares of stock
entitled to vote at such meeting, without distinction as between
classes, present in person or represented by proxy, shall be necessary
and sufficient to constitute a quorum for the transaction of business.   
                                                                         
           8.  Except as otherwise provided by law, or by this
Certificate of Incorporation, any action, authorized by the affirmative
vote of holders of a majority in number of the shares of stock entitled
to vote, without distinction as between classes, represented at any
meeting of stockholders at which a quorum is present shall constitute
action by the stockholders.                                              
                                                                         
           9.  By-Laws may be made in the first instance by the
incorporator.  Thereafter, except as otherwise provided in a By-Law made
by the incorporator or by the stockholders, the Board of Directors may
from time to time make, amend or repeal By-Laws; provided that any By-
Law made, amended or repealed, by the Board of Directors may be amended
or repealed, and new By-Laws may be made, by the stockholders entitled
to vote.                                                                 
                                                                         
          10.  The fact of membership on the Board of Directors shall
not disqualify any director rendering unusual or special services to the
Corporation, or any corporation and who may, as such officer, agent or
employee, render services to the Corporation otherwise than in his
capacity as a director, from receiving compensation appropriate to    
the value of such services, and the Board of Directors may, in its
discretion, cause such compensation to be paid.                          
                                                                      
          11.  Subject to the provisions of the Investment Company Act
of 1940, in the absence of actual fraud, no contract or other
transaction of Corporation, or in which the Corporation is interested,
shall be in any way affected by the fact that any of the directors or
officers of the Corporation is in any way interested in or connected
with such contract or transaction, as a party thereto or otherwise or
any other party to such contract or transaction, and any such director
or officer, and each and every person who may become a director or
officer of the Corporation, is (except as herein provided) hereby
released from any liability that might otherwise result from contracting
with the Corporation for the benefit of himself or of any other party in
or with which he may be in any way interested or connected, provided
that nothing herein shall be construed to protect or purport to protect
any such director or officer against any liability to the Corporation or
its stockholders to which such director or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. 
Any and all directors of the Corporation who are so interested in, or so
connected with, such other party or such contract or transaction may be
counted in determining the presence of a quorum at any meeting of the
Board of Directors which shall authorize or ratify any such contract or
transaction, with like force and effect as if they were not so
interested or connected.  No ratification by stockholders of any such
contract or transaction shall be necessary to the validity thereof. 

          12. The Board of Directors shall have power to authorize the
determination, in accordance with generally accepted accounting
practice, of what constitutes annual or other net profits, and the net
asset value and redemption value (as defined herein), of the shares of
the Corporation.

          13. The Board of Directors shall have power to authorize the
purchase of shares of the Corporation in the open market or otherwise at
prices not in excess of their then redemption value (as defined herein),
and to take all other steps deemed necessary or advisable in connection
therewith.                                                               
                                                                         

Tenth: The name  Lexington  included in the name of the Corporation shall
be used pursuant to a royalty-free, non-exclusive license from Lexington
Management Corporation, a Delaware corporation, incidental to and as
part of an investment advisory agreement which may be entered into by
the Corporation with Lexington Management Corporation, of the registered
service mark  Lexington  (registration number 836-058).  The license may
be revoked by Lexington Management Corporation in the event that the
Corporation ceases to engage Lexington Management Corporation or its
affiliates as investment advisor or distributor in accordance with
contracts that may be entered into, in which case the Corporation shall
have no further right to use the name  Lexington  in its corporate name
or otherwise and the Corporation, the holders of its capital stock and
its officers and directors shall promptly take whatever action may be
necessary to change its name accordingly.  The name  Lexington  may be
used, licensed or sub-licensed by Lexington Management Corporation or
its affiliates in connection with other investment companies, subject to
the requirements of the Investment Act of 1940, or any other business
enterprise during the term of the license agreement or thereafter and
the Corporation, the holders of its capital stock and its directors and
officers agree to take promptly whatever action may be necessary to
permit such use.                                                         
                                                                         

Eleventh: The Corporation shall indemnify each and all of its directors
and officers and former directors and officers and any person who may
have served at its request as a director or officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor against expenses, including attorney s fees, actually and
necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made
parties or a party by reason of being or having been directors or
officers or a director or officer of the Corporation, or of such other
corporation, except in relation to matters as to which any such director
or officer or former director or officer or person shall be adjudged in
such action, suit or proceeding to be liable for negligence or
misconduct (which as used herein include, without limitation, willful
misfeasance, bad faith, gross negligence and reckless disregard of the
duties involved in the conduct of his office) in the performance of
duty; provided, however, that such indemnification shall not cover
liabilities in connection with any matter which shall be disposed of
through payment of a compromise settlement by such director or officer
or person, pursuant to a consent decree or otherwise, without
adjudication, unless two-thirds of those members of the Board of
Directors who are not involved in the action, suit or proceeding, or the
holders of a majority of the outstanding stock of the Corporation at the
time having the right to vote for directors, not counting any stock
owned by any interested director, officer or person, by a vote or in
writing, determine that the director or officer or the other person to
be indemnified, has no liability by reason of negligence or misconduct,
and provided further that if a majority of the members of the Board of
Directors of the Corporation are involved in the action, suit or
proceeding, such determination shall have been made either by the
stockholders as provided above or by a written opinion of independent
counsel; that amounts paid in such settlement shall not exceed the
costs, fees, and expenses which would have been reasonably incurred if
the action, suit or proceeding had been litigated to a conclusion; and
that such a determination by the Board of Directors or by the
stockholders or by independent counsel, and the payments of amounts by
the Corporation on the basis thereof, shall not prevent a stockholder
from challenging such indemnification by appropriate legal proceedings
on the grounds that the person indemnified was liable to the Corporation
or the stockholders by reason of negligence or misconduct.  The rights
of indemnification hereby provided shall not be exclusive of or affect
other rights to which any director or officer may otherwise be entitled. 
                                                                         

Twelfth: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein
on shareholders, directors and officers are subject to this reserved
power.                                                                   
                                                                         


           IN WITNESS WHEREOF, I have hereunto set my hand and seal the
15th day of November, 1976.                                              
                                                                         
                                                                         
                                  ________________________________
                                  Pierre A. Tonachel, Incorporator       
                                                                         
                                                                         
                                                                         
                                                                         
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