LEXINGTON SHORT-INTERMEDIATE GOVERNMENT
                     SECURITIES FUND, INC.
              P.O. Box 1515/Park 80 West Plaza Two
                Saddle Brook, New Jersey  07663
                                
           NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                
                        November 1, 1995

     Notice is hereby given that a Special Meeting of the
Shareholders of the Lexington Short - Intermediate Government
Securities Fund, Inc., (the "Fund"), a Maryland corporation, will
be held on November 1, 1995 at 10:00 a.m.  New York time at the
offices of the Fund, Park 80 West, Plaza Two, Saddle Brook, New
Jersey for the following purposes:


     I.   To approve or disapprove the liquidation of the assets
          and dissolution of the Fund pursuant to the provisions of
          the Plan of Liquidation and Dissolution as approved by
          the Fund's Board of Directors on September 12, 1995; and 

     II.  The transaction of such other business as may be properly
          brought before the meeting.

      Shareholders of record at the close of business on September
12, 1995 are entitled to notice of, and to vote at, this meeting or
any adjournment thereof.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING,
PLEASE FILL IN, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY
CARD IN THE POSTAGE PAID RETURN ENVELOPE ENCLOSED, SO THAT A QUORUM
WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED.  IT IS
MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN YOUR PROXY CARD
AND RETURN IT.  THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE. 

                                   By Order of the Board of Directors, 



                                   Lisa A. Curcio, Secretary



September 29, 1995  


  LEXINGTON SHORT-INTERMEDIATE GOVERNMENT SECURITIES FUND, INC.
              P.O. Box 1515/Park 80 West Plaza Two
                Saddle Brook, New Jersey  07663


                        PROXY STATEMENT
                                                

                    Dated September 29, 1995


           SPECIAL MEETING OF SHAREHOLDERS TO BE HELD 

                        November 1, 1995  


GENERAL INFORMATION

     This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the Lexington
Short-Intermediate Government Securities Fund, Inc. (the "Fund"),a
Maryland corporation, for use at a Special Meeting of Shareholders
(the "Meeting") to be held on November 1, 1995 at 10 a.m. New York
time at the offices of the Fund, Park 80 West, Plaza Two, Saddle
Brook, New Jersey, and at any adjournment thereof, and was first
mailed to shareholders on or about October 2, 1995.  Even if you
sign and return the accompanying proxy, you may revoke it by giving
written notice of such revocation to the Secretary of the Fund
prior to the Meeting or by delivering a subsequently dated proxy or
by attending and voting at the Meeting in person. Management
expects to solicit proxies principally by mail, but Management or
agents appointed by Management may also solicit proxies by
telephone, telegraph or personal interview.  The costs of
solicitation will be borne by the Fund.


     The following are the Proposals for the Meeting:

     I.   Shareholders will be asked to approve the liquidation of
          the assets and dissolution of the Fund pursuant to the
          provisions of the Plan of Complete Liquidation and 
          Dissolution as approved by the Fund's Board of Directors
          on September 12, 1995; and 

     II.  Shareholders will be asked to transact such other
          business as may be properly brought before the meeting.

     The Board of Directors has fixed the close of business on
September 12, 1995 as the record date for the determination of the
shareholders entitled to notice of and to vote at the Meeting or
any adjournment thereof.  As of that date, there were approximately
545,000 outstanding shares of the Lexington Short-Intermediate
Government Securities Fund, Inc., each share being entitled to one
vote on each matter to come before the Meeting.  As of September
12, 1995, no shareholders beneficially owned 5% or more of the
Fund's shares.

     The Fund's Annual Report for the year ended December 31, 1994,
including financial statements, has been sent to all shareholders
of record on February 28, 1995.  Said report does not, however,
form any part of the proxy soliciting material.  Copies of these
reports may be received, free of charge, by calling the Fund, toll
free, at 800-526-0056.   

     The vote of shareholders holding a majority of the shares of
the Fund entitled to vote is required for approval of the
liquidation of the assets and dissolution of the Fund pursuant to
the provisions of the Plan of Complete Liquidation and Dissolution
(Proposal I).

     In the event that a quorum of shareholders is not represented
at the Meeting or at any adjournment thereof, or, even if a quorum
is so represented, in the event that sufficient votes in favor of
any of the proposals set forth in the Notice of the Meeting are not
received, the persons named as proxies may propose and vote for one
or more adjournments of the Meeting to be held within a reasonable
time after the date originally set for the Meeting (but not more
than 120 days after the original record date for the Meeting), and
further solicitation of proxies may be made without the necessity
of further notice.  The persons named as proxies will vote in favor
of any such adjournment if such proxies instruct them to vote in
favor of any of the proposals to be considered at the adjourned
meeting, and will vote against any such adjournment if such proxies
instruct them to vote against or to abstain from voting on all of
the proposals to be considered at the adjournment meeting.

     THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL VOTE THE
NUMBER OF SHARES REPRESENTED THEREBY AS DIRECTED BY THE PROXY OR,
IN THE ABSENCE OF SUCH DIRECTION, FOR APPROVAL OF EACH OF THE ABOVE
PROPOSALS.


                            Proposal I
                            ----------

                PROPOSAL TO LIQUIDATE THE ASSETS
                 AND DISSOLVE THE FUND PURSUANT
               TO THE PROVISIONS OF THE PLAN   OF
              COMPLETE LIQUIDATION AND DISSOLUTION
              ------------------------------------


THE LIQUIDATION IN GENERAL

     The Fund proposes to liquidate the assets and dissolve the
Fund pursuant to the provisions of the Plan of Complete Liquidation
and Dissolution (the "Plan") as approved by the Fund's Board of
Directors on September 12, 1995.  The Plan provides for the
complete liquidation of all of the assets of the Fund.  If the Plan
is approved, the Adviser will undertake to liquidate the Fund's
assets at market prices and on such terms and conditions as the
Adviser shall determine to be reasonable and in the best interests
of the Fund and its shareholders.  In no event will any of the
securities owned by the Fund be sold at a price which is less than
the best price available in the public market on the date of sale. 

     At the meeting of the Directors held on September 12, 1995,
the Directors determined that an orderly liquidation of the Fund's
assets was in the best interest of the shareholders.  In the event
the Plan is not adopted, the Directors will consider what action,
if any, should be taken, including the  suspension of sales.


REASONS FOR THE LIQUIDATION

     The Fund is the only series of a Maryland corporation and
commenced operations on July 7, 1981.  The Fund originally was a
government securities money market fund but, pursuant to a
shareholder vote, changed its investment objective and name to its
present status as of September 30, 1993.  As of December 31, 1994,
the Portfolio's net assets were approximately $5,799,000.  The
Directors determined at a meeting held on September 12, 1995 that
the liquidation and termination of the Portfolio was the
appropriate course of action.  After a discussion of all available
options, the Directors, including all of the Directors who are not
"interested persons" of the Fund (as that term is defined in the
Investment Company Act of 1940, as amended), unanimously adopted a
resolution declaring the proposed liquidation and dissolution
advisable and directed that it be submitted to the shareholders for
consideration.  Several factors, including those described below,
influenced the Directors' determination that the Portfolio be
liquidated and terminated.

     Prior to their September 12, 1995 meeting, the Directors had
been advised by Lexington Management Corporation, the investment
adviser to the Fund (the "Adviser"), that over the long term, the
continued operation of the Fund at its size was not economically
feasible for the Adviser or the shareholders.  At the September 12,
1995 board meeting, the Adviser stated that it had reviewed the
following possible alternatives for the Portfolio:  (i)
continuation of the Portfolio with increased marketing; (ii) the
merger or sale of the Portfolio into a similar investment company;
(iii) gradual liquidation of the Portfolio; and (iv) a prompt
liquidation of the Portfolio.  The Adviser reported to the
Directors that it had considered the viability of each alternative
and had concluded that a prompt liquidation of the Portfolio was
the only viable alternative consistent with the best interests of
the shareholders of the Portfolio even though liquidation of the
Fund would be a taxable transaction for shareholders.  See "Federal
Income Tax Consequences" below.  The Adviser was not confident that
further marketing efforts would increase the Fund's size
sufficiently.  The Adviser reported that it found the merger or
sale of the Portfolio into a similar investment company not to be
realistic alternatives because of the relatively small amount of
assets under management in the Fund and the fact that the Adviser
could not assure any potential merging or acquiring fund that the
Fund's assets would remain in the Fund.  Further, the Adviser
determined that it would be inappropriate to eliminate the expense
cap or seek to raise its advisory fees in order to make the
Portfolio more economically attractive to itself as increased fees
would be detrimental to the ability of the Fund to acquire
additional assets under management.

     At the September 12, 1995 meeting of the Board of Directors,
the Adviser requested that the Board of Directors consider the
liquidation of the Fund pursuant to the Plan of Complete
Liquidation and Dissolution (the "Plan") attached to this Proxy
Statement as Exhibit A.  In connection with the proposal, the
Adviser has agreed to bear the costs associated with the
liquidation of the Fund.  Based upon the Adviser's presentation and
recommendation, the Board of Directors concluded that a liquidation
of the Fund was in the best interests of the Fund and its
shareholders.

     The liquidation of the assets and termination of the Fund will
have the effect of permitting the Fund's shareholders to invest the
distributions to be received by them upon the Fund's liquidation in
investment vehicles of their own choice.  Investors who desire the
continued use of a managed investment may obtain a prospectus for
the Lexington GNMA Income Fund, Inc. or Lexington Money Market
Trust by calling, toll free, 800-526-0056.

   
     In the event that the shareholders do not approve the Plan,
the Directors will continue to search for other alternatives for
the Fund.
    
 
PLAN OF LIQUIDATION AND DISSOLUTION OF THE PORTFOLIO

     The Plan provides for the complete liquidation of all of the
assets of the Fund.  If the Plan is approved, the Adviser will
undertake to liquidate the Fund's assets at market prices and on
such terms and conditions as the Adviser shall determine to be
reasonable and in the best interests of the Fund and its
shareholders.  In no event will any of the portfolio securities
owned by the Fund be sold at a price which is less than the best
price available in the public market on the date of sale.

     At the meeting of the Directors held on September 12, 1995,
the Directors determined that an orderly liquidation of the Fund's
holdings over a longer period of time would decrease the
probability of having to sell portfolio securities at unfavorable
prices.  Thus, the Directors directed that the Adviser begin to
liquidate the Fund's assets as it deems appropriate and in the best
interests of the shareholders of the Fund. 


LIQUIDATION VALUE

     If the Plan is adopted by the Fund's shareholders at the
Meeting, as soon as practicable after the consummation of the sale
of all of the Fund's portfolio securities and the payment of all
the Fund's known liabilities and obligations, the Fund's
shareholders will receive a distribution in an amount equal to the
net asset value per share, as determined in accordance with the
Fund's current registration statement together with accrued and
unpaid dividends with respect to each of their shares of the Fund
(the "Liquidation Distribution") by December 31, 1995.

     None of the shareholders of the Portfolio will be entitled to
exercise any dissenter's rights or appraisal rights with respect to
the liquidation or dissolution of the Portfolio.


FEDERAL INCOME TAX CONSEQUENCES

     The following summary provides general information with regard
to the federal income tax consequences to shareholders on receipt
of the Liquidation Distribution from the Fund pursuant to the
provisions of the Plan.  This summary also discusses the effect of
federal income tax provisions on the Fund resulting from its
liquidation and dissolution; however, the Fund has not sought a
ruling from the Internal Revenue Service (the "Service") with
respect to the liquidation of the Fund.  This summary is based on
the tax laws and regulations in effect on the date of this proxy,
and is subject to change by legislative or administrative action.

     This summary of the federal income tax consequences is
generally applicable to shareholders who are individual United
States citizens (other than dealers in securities) and does not
address the particular federal income tax consequences which may
apply to shareholders who are corporations, trusts, estates, tax
exempt organizations or non-resident aliens, for example.  This
summary does not address state or local tax consequences. The tax
consequences discussed herein may affect shareholders differently
depending upon their particular tax situations unrelated to the
Liquidation Distribution, and accordingly, this summary is not a
substitute for careful tax planning on an individual basis. 
SHAREHOLDERS MAY WISH TO CONSULT THEIR PERSONAL TAX ADVISERS
CONCERNING THEIR PARTICULAR TAX SITUATIONS AND THE IMPACT THEREON
OF RECEIVING THE LIQUIDATION DISTRIBUTION AS DISCUSSED HEREIN.

      As discussed above, pursuant to the Plan, the Fund will sell
its assets and distribute the proceeds to its shareholders.  The
Fund anticipates that it will retain its qualification as a
regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code") during the liquidation period and
will not be taxed on any of its net income from the sale of its
assets.

     For federal income tax purposes, a shareholder's receipt of
the Liquidation Distribution will be a taxable event in which the
shareholder will be viewed as having sold his or her shares of the
Fund in exchange for an amount equal to the Liquidation
Distribution that he or she receives.  Each shareholder will
recognize gain or loss measured by the difference between the
adjusted tax basis in the shares and the aggregate Liquidation
Distribution received from the Fund.  Assuming the shares are held
as a capital asset, the gain or loss will be characterized as a
capital gain or loss.  A capital gain or loss attributable to
shares held for more than one year will constitute a long-term
capital gain or loss, while a capital gain or loss attributable to
shares held for not more than one year will constitute a short-term
capital gain or loss. 

     The receipt of a Liquidation Distribution by an Individual
Retirement Account Plan ("IRA") which holds shares would generally
not be viewed as a taxable event to the beneficiary; however, some
IRAs which hold shares may have been established with custodians
who do not possess the power to reinvest the Liquidation
Distribution, but instead must immediately distribute such amounts
to the IRA beneficiary.  In this situation, the amount received by
the beneficiary will constitute a taxable distribution; and if the
beneficiary has not attained 59 1/2 year of age, such distribution
will generally constitute a premature distribution subject to a 10%
penalty tax.  This penalty tax is in addition to the beneficiary's
regular income tax.  Beneficiaries who receive a distribution from
their IRAs on account of the liquidation may be able to avoid the
above-described taxes and characterize the receipt of the
liquidation distribution as a tax-free distribution if, within 60
days of receipt of the Liquidation Distribution, it is "rolled
over" into a new IRA or into an otherwise eligible retirement plan
and the shareholder has not engaged in a rollover from this IRA to
another IRA or otherwise eligible retirement plan during the one
year period ending on the day of receipt of the Liquidation
Distribution.  Such a rollover will not generate a deduction for
the current year; however distributions are subject to mandatory
withholding of 20% on distributions from qualified retirement plans
that are eligible for rollover but are not directly transferred
from the distributing plan to an eligible transferee plan.  IRA
shareholders who do not wish to roll over their Liquidation
Distribution, or who have rolled over their IRAs during the
one-year period ending on the day of receipt of the distribution,
may contact the Fund's transfer agent to make other arrangements
for the transfer of their IRAs.  Tax results will vary depending
upon the status of each beneficiary, and therefore beneficiaries
who receive distributions from an IRA on account of the liquidation
of the Fund must consult with their own tax advisers regarding
their personal tax results in this matter.

     The foregoing summary sets forth general information regarding
the probable tax consequences to the Fund and to individual
shareholders who are United States citizens which result from the
liquidation of the Fund, as previously discussed.  No tax ruling
has been or will be requested from the Service regarding the
payment or receipt of a Liquidation Distribution.  The statements
above are, therefore, not binding on the Service, and there can be
no assurance that the Service will concur with this summary or that
the tax consequences to any shareholder upon receipt of a
Liquidation Distribution will be as set forth above.  EACH
SHAREHOLDER SHOULD SEEK INDEPENDENT COUNSEL REGARDING THE POSSIBLE
FEDERAL INCOME TAX CONSEQUENCES OF RECEIVING A LIQUIDATION
DISTRIBUTION WITH RESPECT TO HIS OR HER INDIVIDUAL CIRCUMSTANCES. 


LIQUIDATION DISTRIBUTIONS

     At present, the date or dates on which the Fund will pay
Liquidation Distributions to its shareholders and on which the Fund
will be liquidated are not known to the Fund, but it is anticipated
that if the Plan is adopted by the shareholders such liquidation
would occur on or prior to December 31, 1995.  Shareholders will
receive their Liquidation Distribution without any further action
on their part.

     The right of a shareholder to redeem his or her shares of the
Fund at any time has not been impaired by the adoption of the Plan. 
Therefore, a shareholder may redeem in accordance with the
redemption procedure set forth in the Fund's current prospectus
without the necessity of waiting for the Fund to take any action. 
 The Fund does not impose any redemption charges.


CONCLUSION

     THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE PROPOSED LIQUIDATION OF ASSETS AND DISSOLUTION OF THE FUND
PURSUANT TO THE PROVISIONS OF THE PLAN OF COMPLETE LIQUIDATION AND
DISSOLUTION.


                           Proposal II
                           -----------

                          OTHER MATTERS
                          -------------

     The Directors do not know of any matters to be presented at
the Meeting other than those set forth in this proxy statement.  If
any other business should come before the meeting, the persons
named in the accompanying proxy will vote thereon in accordance
with their best judgment.


ADDITIONAL INFORMATION

     A.  The Investment Adviser

     Lexington Management Corporation ("LMC"), P.O. Box 1515, Park
80 West Plaza Two, Saddle Brook, New Jersey  07663, is the
investment adviser to the Fund  (the "Investment Adviser").  The
Investment Adviser identifies and analyzes possible investments for
the Funds, determines the amount and timing of such investments,
and the form of investment.  The Investment Adviser has the
responsibility of monitoring and reviewing each Fund's portfolio,
and, on a regular basis, to recommend the ultimate disposition of
such investments.  It is the Investment Adviser's responsibility to
cause the purchase and sale of securities in the Funds' portfolios,
subject at all times to the policies set forth by the Funds' Board
of Directors.  The Investment Adviser also provides certain
administrative and managerial services to the Funds.  

     B.  The Principal Underwriter

     Lexington Funds Distributor, Inc. ("LFD") is the principal
underwriter of the Fund.  The Principal Underwriter promotes the
sale and arranges for the sale of shares through its
representatives and to investment dealers.  LMC and LFD are wholly
owned subsidiaries of Piedmont Management Company  Inc., a Delaware
company with offices at 80 Maiden Lane, New York, New York 10038.

     C.  The Administrator 
  
     LMC also acts as administrator to the Fund and performs
certain administrative and internal accounting services, including
but not limited to, maintaining general ledger accounts, regulating
compliance, preparation of financial information for semi-annual
and annual reports, preparing registration statements, calculating
net asset values, shareholder communications, supervision of
custodian and transfer agent, and provides facilities for such
services.


                         By Order of the Board of Directors, 



                         Lisa A. Curcio, Secretary




                                                        EXHIBIT A

          PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION

                                OF

                   LEXINGTON SHORT-INTERMEDIATE
                 GOVERNMENT SECURITIES FUND, INC.


     This Plan of Complete Liquidation and Dissolution (the "Plan")
of Lexington Short-Intermediate Government Securities Fund, Inc.,
a Maryland corporation (the "Fund"), has been approved by the Board
of Directors of the Fund (the "Board") as being advisable and in
the best interests of the Fund and its stockholders.  The Board has
directed that this Plan be submitted to the holders of the
outstanding voting shares of the Fund's Common Stock (the
Stockholders") for their adoption or rejection at a special
meeting of stockholders and has authorized the distribution of a
Proxy Statement (the "Proxy Statement") in connection with the
solicitation of proxies for such meeting.  Upon such adoption, the
Fund shall voluntarily dissolve and completely liquidate in
accordance with the requirements of the Maryland General
Corporation Law (the "MGCL") and the Internal Revenue Code of 1986,
as amended (the "Code"), as follows:

     1.   Adoption of Plan.  The effective date of the Plan (the
          "Effective Date") shall be the date on which the Plan is
          adopted by the shareholders.

     2.   Sale or Distribution of Assets.  As soon as practicable
          after the Effective Date, but in no event later than
          December 31, 1995 (the "Liquidation Period"), the Fund
          shall have the authority to engage in such transactions
          as may be appropriate to its dissolution and liquidation,
          including, without limitation, the consummation of the
          transactions described in the Proxy Statement.

     3.   Provisions for Liabilities.  Within the Liquidation
          Period, the Fund shall pay or discharge or set aside a
          reserve fund (the "Reserve Fund") for, or otherwise
          provide for the payment or discharge of, any liabilities
          and obligations, including, without limitation,
          contingent liabilities.

     4.   Distribution to Stockholders.  As soon as practicable
          after a vote of approval of this Plan by the shareholders
          of the Fund, the Fund shall liquidate and distribute pro 
          rata on the date of liquidation (the "Liquidation Date")
          to its shareholders of record as of the close of business
          on the Liquidation Date all of the remaining assets of
          the Fund in complete cancellation and redemption of all
          the outstanding shares of the Fund, except for cash, bank
          deposits or cash equivalents in an estimated amount
          necessary to (i) discharge any unpaid liabilities of the 
          Fund on the Fund's books on the Liquidation Date,
          including, but not limited to, income dividends and
          capital gains distributions, if any, payable for the
          period prior to the Liquidation Date, and (ii) pay such
          contingent liabilities as the Fund's Board of Directors 
          shall reasonably deem to exist against the assets of the
          Fund on the Liquidation Fund's books.

     5.   Notice of Liquidation.  As soon as practicable after the
          Effective Date but in no event later than 20 days prior
          to the filing of Articles of Dissolution as provided in
          Section 6 below, the Fund shall mail notice to all its
          creditors and employees that this Plan has been approved
          by the Board and the shareholders as provided in the 
          MGCL.

     6.   Articles of Dissolution.  Within the Liquidation Period 
          and pursuant to the MGCL, the Fund shall prepare and file 
          Articles of Dissolution (the "Articles") with and for
          acceptance by the Maryland State Department of 
          Assessments and Taxation (the "Department"). 

     7.   Amendment or Abandonment of Plan.  The Board may modify
          or amend this Plan at any time without shareholder
          approval if it determines that such action would be
          advisable and in the best interests of the Fund and its
          shareholders.  If any amendment or modification appears
          necessary and in the judgment of the Board will
          materially and adversely affect the interests of the
          shareholders, such an amendment or modification will be
          submitted to the shareholders for approval.  In addition,
          the Board may abandon this Plan without shareholder
          approval at any time prior to the filing of the Articles
          if it determines that abandonment would be advisable and
          in the best interests of the Fund and its shareholders.

     8.   Powers of Board and Officers.  The Board and the officers
          of the Fund are authorized to approve such changes to the
          terms of any of the transactions referred to herein, to
          interpret any of the provisions of this Plan, and to
          make, execute and deliver such other agreements,
          conveyances, assignments, transfers, certificates and
          other documents and take such other action as the Board
          and the officers of the Fund deem necessary or desirable
          in order to carry out the provisions of this Plan and
          effect the complete liquidation and dissolution of the
          Fund in accordance with the Code and the MGCL including,
          without limitation, the filing of a Form N-8F with the
          Securities and Exchange Commission and withdrawing any
          qualification to conduct business in any state in which
          the Fund is so qualified, as well as the preparation and
          filing of any tax returns.

     9.   Termination of Business Operations.  As soon as 
          practicable upon adoption of the Plan, the Fund shall
          cease to conduct business except as shall be necessary in
          connection with the effectuation of its liquidation.
 


  LEXINGTON SHORT-INTERMEDIATE GOVERNMENT SECURITIES FUND, INC.
                             PROXY

     THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS of the
Lexington Short-Intermediate Government Securities Fund, Inc. (the
"Fund"), for use at a Special Meeting of Shareholders to be held at
Park 80 West Plaza Two, Saddle Brook, New Jersey 07663 on November
1, 1995 at 10:00 a.m. New York time.

     The undersigned hereby appoints Peter Corniotes and Richard
Lavery, and each of them, with full power of substitution, as
proxies of the undersigned to vote at the above-stated Special
Meeting, and at all adjournments thereof, all shares of common
stock of the Fund that are held of record by the undersigned on the
record date for the Special Meeting, upon the following matters:

     Please mark box in blue or black ink.

ITEM I.   Proposal to liquidate the assets and dissolve the Fund
          pursuant to the provisions of the Plan of Complete
          Liquidation and Dissolution.  

                       FOR___       AGAINST___     ABSTAIN___   

ITEM II.  The transaction of such other business as may be properly
          brought before the meeting.    

                       FOR___       AGAINST___     ABSTAIN___   

___________________________________________________________________


     Every properly signed proxy will be voted in the manner
     specified thereon and, in the absence of specification, will
     be treated as GRANTING authority to vote FOR all of the above
     items.

Receipt of Notice of Special Meeting and Proxy Statement is hereby
acknowledged.

PLEASE SIGN, DATE AND RETURN PROMPTLY.

                       ____________________________________________
                       Sign here exactly as name(s) appears hereon     

                       ____________________________________________
                                
                       Dated:________________________________, 1995

                                   IMPORTANT:  Joint owners must
                                   EACH sign.  When signing as
                                   attorney, executor,
                                   administrator, trustee,
                                   guardian or corporate officer,
                                   please give your full title as
                                   such.