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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

LEXINGTON PRECISION CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

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(4) Date Filed: ...........................................................

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2

LEXINGTON PRECISION CORPORATION
767 THIRD AVENUE
NEW YORK, NEW YORK 10017

________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 2001

Notice is hereby given that the Annual Meeting of Stockholders of
LEXINGTON PRECISION CORPORATION (the "Company") will be held at the offices of
Nixon Peabody LLP, 437 Madison Avenue, 24th Floor, New York, New York, on
Tuesday, May 22, 2001, at 10:30 A.M., for the purpose of considering and acting
upon the following matters:

1. The election of four directors as set forth in the accompanying
Proxy Statement;

2. The ratification or disapproval of Ernst & Young LLP as
independent auditors of the Company for the year ending December
31, 2001; and

3. The transaction of such other business as may properly come
before the meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on April 10,
2001, as the record date for determining the stockholders of the Company
entitled to receive notice of and to vote at the meeting and any adjournments
thereof.

PLEASE SIGN, DATE, AND MAIL THE ENCLOSED PROXY PROMPTLY.
A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

By Order of the Board of Directors,

Kenneth I. Greenstein
Secretary

April 24, 2001
New York, New York

LEXINGTON PRECISION CORPORATION
767 THIRD AVENUE
NEW YORK, NEW YORK 10017

_____________

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 2001

This Proxy Statement is being mailed to stockholders on or about April
27, 2001, in connection with the solicitation by the Board of Directors of
LEXINGTON PRECISION CORPORATION, a Delaware corporation (the "Company"), of
proxies to be voted at the annual meeting of stockholders of the Company to be
held on May 22, 2001 (the "Annual Meeting"). Accompanying this Proxy Statement
are the Notice of Annual Meeting of Stockholders and a form of proxy for such
meeting and a copy of the Company's Annual Report for the year ended December
31, 2000, which contains financial statements and related data.

All proxies that are properly completed, signed, and returned to the
Company in time will be voted in accordance with the instructions thereon.
Proxies may be revoked by any stockholder prior to the exercise thereof upon
written notice to the Secretary of the Company. Stockholders who are present at
the Annual Meeting may withdraw their proxies and vote in person if they so
desire.

The cost of preparing and mailing the accompanying form of proxy and
related materials and the cost of soliciting proxies will be borne by the
Company. The Company has requested brokers, custodians, and other like parties
to distribute proxy materials to the beneficial owners of shares and to solicit
their proxies and will reimburse such persons for their services in doing so.
Without additional compensation, officers and regular employees of the Company
may solicit proxies personally or by telephone. The cost of additional
solicitation incurred other than by use of the mails is estimated not to exceed
$3,000.

Only stockholders of record at the close of business on the record
date, April 10, 2001, are entitled to notice of, and to vote at, the Annual
Meeting and any adjournments thereof. As of the record date, there were
outstanding 4,828,036 shares of the Company's common stock, $0.25 par value (the
"Common Stock"), and 3,300 shares of its $8 Cumulative Convertible Preferred
Stock, Series B, $100 par value (the "Series B Preferred Stock"), each entitling
the holder thereof to one vote per share. The affirmative vote of a plurality of
the shares of Common Stock and Series B Preferred Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting is required for
the election of directors. All other matters require the affirmative vote of a
majority of the shares of Common Stock and Series B Preferred Stock present in
person or represented by proxy and entitled to vote at the Annual Meeting.

With regard to the election of directors, votes may be cast in favor or
withheld. Votes withheld from the election of directors will be counted to
determine the presence or absence of a quorum for the transaction of business at
the Annual Meeting, but they have no legal effect under Delaware law and,
consequently, will not affect the outcome of the voting on such proposal. With
regard to other proposals, abstentions may be specified and will have the same
effect as votes against the subject proposal at the Annual Meeting. Broker
nonvotes (that is, proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owners or other persons
entitled to vote shares on a

particular matter as to which the brokers or nominees do not have discretionary
power) are counted for purposes of determining a quorum for the transaction of
business at the Annual Meeting but are not considered as votes for purposes of
determining the outcome of a vote.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Bylaws of the Company provide for the election of directors for
terms expiring in 2002. The stockholders will be asked to vote at the Annual
Meeting for the election of four directors, each to serve until the annual
meeting of stockholders to be held in 2002 and until his successor has been
elected and qualified. Unless authority to vote for the election of a director
is specifically withheld by appropriate designation on the face of the proxy, it
is the intention of the persons named in the accompanying proxy to vote such
proxy for the election of William B. Conner, Warren Delano, Kenneth I.
Greenstein, and Michael A. Lubin as directors, to serve until the 2002 annual
meeting of stockholders and until their respective successors shall have been
elected and qualified. Messrs. Conner, Delano, Greenstein, and Lubin are
presently members of the Board of Directors. The proxies cannot be voted for a
greater number of persons than four in respect of Proposal 1. Management has no
reason to believe that the named nominees will be unable or unwilling to serve,
if elected. However, in such case, it is intended that the individuals named in
the accompanying proxy will vote for the election of such substituted nominees
as the Board of Directors may recommend.

Certain information concerning the nominees is set forth in the
following table.

PRINCIPAL OCCUPATION, BUSINESS
NAME AGE EXPERIENCE, AND DIRECTORSHIPS
---- --- ------------------------------

William B. Conner 68 Private Investor. President and
director of Conner Holding Company, a
holding company for aviation
companies, and Chairman of the Board
of the subsidiaries thereof for more
than five years. Director of the
Company since 1981.

Warren Delano 50 President of the Company for more than
five years. Partner of Lubin, Delano &
Company, an investment banking and
consulting firm, for more than five
years. Director of the Company since
1985.

Kenneth I. Greenstein 71 Secretary of the Company since
September 1979. Consultant since
January 1998. For more than five years
prior thereto, stockholder of a
professional corporation that was a
partner in Nixon, Hargrave, Devans &
Doyle LLP (now known as Nixon Peabody
LLP), a law firm. Director of the
Company since 1978.

Michael A. Lubin 51 Chairman of the Board of the Company
for more than five years. Partner of
Lubin, Delano & Company, an investment
banking and consulting firm, for more
than five years. President and Chief
Operating Officer of Salant
Corporation, a manufacturer of men's,
women's, and children's apparel, from
April 1997 through July 1997 and
Executive Vice President and Chief
Operating Officer of Salant
Corporation from October 1995 through
March 1997. On December 29, 1998,
Salant Corporation filed a petition
seeking relief

- 2 -
5

from creditors under chapter 11 of the
U.S. Bankruptcy Code. Director of the
Company since 1985.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

The Board of Directors met six times during 2000. During 2000, each
director attended all meetings held by the Board of Directors and all meetings
held by the Committees of the Board of Directors on which such person served.

The Board of Directors has a standing Audit Committee and a standing
Compensation Committee. The members of those committees are as follows:

NAME OF COMMITTEE CHAIRMAN OTHER MEMBER
----------------- -------- ------------

Audit Committee Kenneth I. Greenstein William B. Conner

Compensation Committee William B. Conner Kenneth I. Greenstein

The Audit Committee, which is composed of two non-employee members of
the Board of Directors, met three times during 2000. Its primary purpose is to
review the financial information provided to the Company's stockholders and
others, to oversee the system of internal financial controls, and to monitor the
independent audit process. Its functions include recommending the independent
auditors for appointment by the Board of Directors, consulting periodically with
the Company's independent auditors as to the nature, scope, and results of their
audit of the accounts of the Company, reviewing the Company's internal
accounting controls and procedures, and such other related matters as the Audit
Committee deems advisable.

The Compensation Committee, which is composed of two non-employee
members of the Board of Directors who are not eligible to receive restricted
stock awards pursuant to the Company's 1986 Restricted Stock Award Plan, met
twice during 2000. Its functions included reviewing salaries, cash bonus awards,
and existing or potential compensation plans for the Company's executive
officers and other eligible employees and making recommendations to the Board of
Directors regarding such salaries, cash bonus awards, and compensation plans.
Additionally, the Committee administers the Company's 1986 Restricted Stock
Award Plan and is responsible for determining when and to whom awards will be
granted.

Each member of the Board of Directors receives an annual fee of
$12,000. Directors receive $1,000 for each Board or Committee meeting attended
in person as well as reasonable out-of-pocket expenses incurred in connection
with attending such meetings. Directors receive $250 for each Board or Committee
meeting attended by telephone. There are no other fees paid to directors for
services rendered as members of the Board.

- 3 -

EXECUTIVE OFFICERS

The following table sets forth certain information concerning the
executive officers of the Company.

NAME POSITION AND OFFICES AGE
---- -------------------- ---

Michael A. Lubin Chairman of the Board 51

Warren Delano President and Director 50

Dennis J. Welhouse Senior Vice President, Chief Financial 52
Officer, and Assistant Secretary

James R. Bower Treasurer 36

Mr. Lubin has been Chairman of the Board of the Company for more than
five years. For more than five years, Mr. Lubin has been a partner of Lubin,
Delano & Company, an investment banking and consulting firm. Mr. Lubin was
President and Chief Operating Officer of Salant Corporation, a manufacturer of
men's, women's, and children's apparel, from April 1997 through July 1997 and
was Executive Vice President and Chief Operating Officer of Salant Corporation
from October 1995 through March 1997. On December 29, 1998, Salant Corporation
filed a petition seeking relief from creditors under chapter 11 of the U.S.
Bankruptcy Code.

Mr. Delano has been President of the Company for more than five years.
For more than five years, Mr. Delano has been a partner of Lubin, Delano &
Company, an investment banking and consulting firm.

Mr. Welhouse has been Senior Vice President, Chief Financial Officer,
and Assistant Secretary of the Company for more than five years.

Mr. Bower has been Treasurer of the Company since December 29, 2000.
From February 1994 through September 2000, Mr. Bower was Director of Finance of
the Alan Ross Insurance Agency, Inc.

Each of the Company's executive officers serves at the pleasure of the
Board of Directors.

- 4 -

SECURITY OWNERSHIP

The following table sets forth the beneficial ownership of the
Company's Common Stock, as of April 10, 2001, by (i) each director and director
nominee, (ii) each of the named executive officers, (iii) all directors and
executive officers as a group, and (iv) each person known by the Company to be
the beneficial owner of more than 5% of its outstanding Common Stock. Except as
set forth below, the business address of each officer, director, or stockholder
listed below is c/o Lexington Precision Corporation, 767 Third Avenue, 29th
Floor, New York, NY 10017.

SHARES OF COMMON STOCK PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) CLASS OWNED
------------------------ --------------------------- -----------

Michael A. Lubin 1,516,242 (2) 31.4%
Warren Delano 1,385,855 (3) 28.7
William B. Conner 281,906 (4) 5.8
Dennis J. Welhouse 90,842 (5) 1.9
Kenneth I. Greenstein 35,636 (6) *
James R. Bower - -

Directors and executive officers
as a group (6 persons) 3,221,419 (7) 66.7

* Less than 1 percent.

(1) The persons named in the table have sole voting and dispositive power with
respect to all shares of the Company's Common Stock shown as beneficially
owned by them, subject to community property laws, where applicable, except
as set forth in the notes to the table.

(2) Includes (a) 35,000 shares owned by each of Mr. Lubin's two minor children,
with respect to which Mr. Lubin acts as custodian under the New York
Uniform Gifts to Minors Act and (b) 50,000 shares owned by an individual
retirement account of Mr. Lubin. Also includes 89,062 shares owned by a
retirement benefit plan of which Mr. Lubin and Mr. Delano are both
beneficiaries.

(3) Includes 110,750 shares owned by individual retirement accounts of Mr.
Delano. Also includes 89,062 shares owned by a retirement benefit plan of
which Mr. Delano and Mr. Lubin are both beneficiaries.

(4) Includes 220,594 shares owned by Conner Holding Company, a Nevada
corporation, of which Mr. Conner is president, a director, and majority
stockholder. Mr. Conner's address is c\o Conner Holding Company, 1030 State
Street, Erie, Pennsylvania 16501.

(5) Includes 20,000 shares granted to Mr. Welhouse on January 28, 2000,
pursuant to the Company's Restricted Stock Award Plan that are scheduled to
vest during the years 2002 through 2004.

(6) Includes 8,170 shares owned by a retirement benefit plan of which Mr.
Greenstein is the sole beneficiary.

(7) See footnotes 1 through 6, above. Total includes 89,062 shares owned by a
retirement benefit plan of which Messrs. Delano and Lubin are beneficiaries
that are reported in the shares beneficially owned by both Mr. Delano and
Mr. Lubin.

- 5 -
8

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, and
the rules promulgated thereunder require the Company's officers and directors
and persons who own more than 10 percent of the Common Stock to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and to furnish to the Company copies of all such filings.

The Company has determined, based solely upon a review of (i) those
reports and amendments thereto furnished to the Company during and with respect
to the year ended December 31, 2000, and (ii) written representations from
certain reporting persons, that Mr. Conner was inadvertently late in filing one
Form 4 reporting the purchase of 62,000 shares of the Company's Common Stock,
which was due on September 11, 2000, and was filed on September 20, 2000.

EXECUTIVE COMPENSATION

The following table summarizes, for the Company's past three fiscal
years, the compensation paid to each of the Company's executive officers whose
total annual salary and bonus exceeded $100,000.

ANNUAL LONG-TERM
COMPENSATION COMPENSATION
-------------------------- -----------------
FISCAL RESTRICTED ALL OTHER
NAME AND POSITION YEAR SALARY($) BONUS($) (1) STOCK AWARD($) COMPENSATION ($)
- ---------------------------- ---------- ---------- ---------- ----------------- ------------------

Michael A. Lubin 2000 263,000 (2) - - -
Chairman of the Board 1999 267,000 (2) 93,750 - -
1998 214,125 (2) - - -

Warren Delano 2000 263,000 (3) - - -
President and Director 1999 267,000 (3) 93,750 - -
1998 214,125 (3) - - -

Dennis J. Welhouse 2000 148,500 - 27,344 (4) 5,591 (5)
Senior Vice President 1999 144,200 32,445 - 7,645 (5)
Chief Financial Officer 1998 140,000 - - 7,576 (5)
and Assistant Secretary

(1) Amounts reported in a particular year reflect bonuses earned for services
rendered in that year and paid in the following year.

(2) Includes (a) compensation, paid indirectly to Mr. Lubin through Lubin,
Delano & Company, in the amounts of $250,000 during 2000 and 1999, and
$200,000 during 1998, for services rendered as an executive officer of the
Company and (b) fees paid to Mr. Lubin for serving as a member of the
Company's Board of Directors. Lubin, Delano & Company is an investment
banking and consulting firm of which Messrs. Lubin and Delano are the only
partners. See "Compensation Committee Report on Executive Compensation" and
"Certain Relationships and Transactions."

- 6 -

(3) Includes (a) compensation, paid indirectly to Mr. Delano through Lubin,
Delano & Company, in the amounts of $250,000 during 2000 and 1999, and
$200,000 during 1998, for services rendered as an executive officer of the
Company and (b) fees paid to Mr. Delano for serving as a member of the
Company's Board of Directors. See "Compensation Committee Report on
Executive Compensation" and "Certain Relationships and Transactions."

(4) Represents the fair market value of 25,000 shares of restricted common
stock on January 28, 2000, the date on which the restricted shares were
awarded to Mr. Welhouse. The restricted shares vest over a five-year
period.

(5) Includes (a) Company contributions of $4,627, $7,219, and $7,000, made to
Mr. Welhouse's account under the Company's 401(k) Plan in 2000, 1999, and
1998, respectively, (b) insurance premiums of $360, $426, and $576 paid by
the Company in 2000, 1999, and 1998, respectively, for term life insurance
owned by Mr. Welhouse, and (c) imputed interest of $604.

No stock options or stock appreciation rights were granted to,
exercised by, or held by any of the persons named in the Summary Compensation
Table above during 2000, 1999, or 1998.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is composed of two non-employee members of
the Company's Board of Directors. The Compensation Committee is responsible,
subject to the approval of the Board of Directors, for reviewing salaries, cash
bonus awards, and existing or potential compensation plans for the Company's
executive officers and other eligible employees and making recommendations to
the Board of Directors regarding such salaries, cash bonus awards, and
compensation plans. Additionally, the Committee administers the Company's 1986
Restricted Stock Award Plan and is responsible for determining when and to whom
awards will be granted.

COMPENSATION PHILOSOPHY AND POLICY

The Company's compensation program generally is designed to motivate
and reward the Company's executive officers for attaining financial,
operational, and strategic objectives that will contribute to the overall goal
of enhancing stockholder value. The principal elements of the compensation plan
include base salary and cash bonus awards.

BASE SALARY. In determining the base pay levels for executive officers
of the Company, the Compensation Committee considers the compensation paid by a
group of industrial companies that are generally similar to the Company. The
group of companies with which the Company compares itself for this purpose is
subject to change as the companies change size or focus, merge, or are acquired.
Base pay levels, prior to taking into account other factors considered by the
Compensation Committee, are at the mid-range of base pay levels for such group
of companies. The Compensation Committee believes that the Company's most direct
competitors are private companies that do not publicly disclose information
regarding executive compensation, financial condition, or operating performance.
The Compensation Committee also believes that the companies with which the
Company compares itself for the purpose of determining executive compensation
are not necessarily included in the indices used to compare stockholder returns
that are contained elsewhere in this Proxy Statement. In determining the salary
component of compensation packages for executive officers, the Compensation
Committee also takes into consideration the recent performance of the individual
and the Company, the experience of the individual, and the scope and complexity
of the position. The Compensation Committee does not assign weights to these
factors and does not consider any one factor more important than another.

- 7 -

INCENTIVE COMPENSATION PLAN. To provide incentives to increase
profitability, the Company has an incentive compensation plan that provides for
the payment of cash bonus awards to executive officers and other eligible
employees of the Company. Bonus awards for eligible divisional employees are
based upon the attainment of predetermined profit targets at each respective
division. Bonus awards for executive officers and other eligible corporate
employees are based upon the attainment of predetermined consolidated profit
targets. The Compensation Committee is responsible for the supervision of the
plan. The Company also has a restricted stock plan that permits it to award
restricted shares of common stock to officers and key employees of the Company.
During 1999 and 1998, no shares of restricted stock were awarded or outstanding.
In January 2000, the Compensation Committee awarded 125,000 shares of restricted
common stock to key employees of the Company. Under the terms of the restricted
stock award plan, the shares issued during January 2000 vest over a five-year
period. Unless otherwise amended, the restricted stock award plan will expire on
December 31, 2001.

COMPENSATION OF MESSRS. DELANO AND LUBIN. Messrs. Delano and Lubin are
compensated indirectly by the Company through payments made to Lubin, Delano &
Company, an investment banking and consulting firm of which they are the only
partners. During 2000, the aggregate payments made to Lubin, Delano & Company
for services provided by Messrs. Delano and Lubin in their capacities as
President and Chairman of the Board, respectively, totaled $500,000. The
Company's arrangements with Lubin, Delano & Company also provide for an
incentive fee based upon the attainment of predetermined consolidated profit
targets and additional compensation, as mutually agreed upon, for services
provided by Lubin, Delano & Company in connection with acquisitions,
divestitures, financings, or other similar transactions involving the Company.
Messrs. Delano and Lubin received no payments under the incentive compensation
plan for 2000 and no additional compensation for services provided in connection
with acquisitions, divestitures, financings, or similar transactions during
2000.

The compensation paid for the combined services of Messrs. Delano and
Lubin as President and Chairman of the Board of the Company, respectively, was
agreed to after considering the responsibilities of such positions and the
competitive marketplace for executive talent. The Compensation Committee
believes that the compensation paid to Lubin, Delano & Company during 2000 for
the combined services of Messrs. Delano and Lubin as executive officers of the
Company comports with the Compensation Committee's subjective perception of the
base compensation levels of chief executives employed by other industrial
companies, both public and private.

COMPENSATION COMMITTEE

William B. Conner, Chairman
Kenneth I. Greenstein, Member

- 8 -

AUDIT COMMITTEE REPORT

The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors and performs the other duties and
responsibilities set forth in the Audit Committee Charter. It is the
responsibility of the Company's independent auditors to perform an independent
audit of and express an opinion on the Company's financial statements. The Audit
Committee's responsibility is one of review and oversight. In fulfilling its
oversight responsibilities:

(1) The Audit Committee of the Board of Directors has reviewed and
discussed with the Company's management the audited financial
statements.

(2) The Audit Committee has discussed with Ernst & Young LLP, the
Company's independent auditors, the matters required to be
discussed by Statement on Auditing Standards No. 61 (Codification
of Statements on Auditing Standards, AU sec. 380), as may be
modified or supplemented.

(3) The Audit Committee has also received the written disclosures and
the letter from Ernst & Young LLP required by the Independence
Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees),
as may be modified or supplemented, and has discussed with Ernst
& Young LLP the independence of that firm as the Company's
auditors.

(4) Based on the Audit Committee's review and discussions referred to
above, the Audit Committee recommended to the Board of Directors
that the Company's audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, for filing with the Securities and Exchange
Commission.

On September 12, 2000, the Board of Directors formally adopted a
written charter for the Audit Committee. The Audit Committee Charter is attached
as Appendix A to this Proxy Statement. Each of the Audit Committee members is
independent, as defined in Rule 4200(a) of the National Association of
Securities Dealers' listing standards.

AUDIT COMMITTEE

Kenneth I. Greenstein, Chairman
William B. Conner, Member

- 9 -

STOCK PRICE PERFORMANCE

Set forth below is a line graph comparing the yearly cumulative total
return on the Company's Common Stock, based on the market price of the Common
Stock, with the yearly cumulative total return on the common stock of companies
in the Standard & Poors 500 Index and the NASDAQ Composite Index.

COMPARISON OF FIVE-YEAR TOTAL RETURN FOR
LEXINGTON PRECISION CORPORATION, NASDAQ COMPOSITE INDEX, AND S&P 500

LEXINGTON PRECISION
CORPORATION S&P 500 INDEX NASDAQ COMPOSITE INDEX
------------------- ------------- ----------------------

1995 100 100 100
1996 85 120.26 122.71
1997 107.5 157.56 149.25
1998 60 199.57 208.4
1999 47.5 238.54 386.77
2000 31.6 214.36 234.81

YEAR ENDED DECEMBER 31

At December 31, 1995, no material trading data for the Company's Common
Stock was publicly available. Based upon then-current conversations with
market-makers in the Common Stock, the Company believes that the bid quotation
for the Common Stock was $2.50 per share at December 31, 1995. At December 31,
1996, 1997, 1998, 1999, and 2000, the last trade listed on the OTC Bulletin
Board, provided by the National Association of Securities Dealers, was $2.50,
$2.125, $2.6875, $1.50, $1.1875 and $0.79 per share, respectively. The Company
believes that twelve brokerage firms currently make a market in the Company's
Common Stock, although both bid and asked quotations may be limited.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Warren Delano and Michael A. Lubin beneficially own 28.7% and 31.4%,
respectively, of the Common Stock of the Company.

Messrs. Delano and Lubin are compensated indirectly by the Company
through payments made to Lubin, Delano & Company, an investment banking and
consulting firm of which they are the only partners. During 2000, the aggregate
payments made to Lubin, Delano & Company for services provided by Messrs. Delano
and Lubin in their capacities as President and Chairman of the Board,
respectively,

- 10 -

were $500,000. The Company's arrangements with Lubin, Delano & Company also
provide for an incentive fee based upon the attainment of predetermined
consolidated profit targets and additional compensation, as mutually agreed
upon, for services provided by Lubin, Delano & Company in connection with
acquisitions, divestitures, financings, or other similar transactions involving
the Company. Messrs. Delano and Lubin received no payments under the incentive
compensation plan for 2000 and no additional compensation for services provided
in connection with acquisitions, divestitures, financings, or similar
transactions during 2000.

Messrs. Delano and Lubin and their affiliates are holders of $1,500,000
principal amount of the Company's senior subordinated notes due February 1,
2000, and $347,000 principal amount of the Company's junior subordinated
nonconvertible notes due May 1, 2000. On February 1, 2000, Messrs. Delano and
Lubin converted the $1,000,000 principal amount of the Company's junior
subordinated convertible notes due May 1, 2000, into 440,000 shares of Common
Stock in accordance with the terms of such notes. The Company is in default in
respect of its senior subordinated notes because it did not make payments of
principal of $27,412,000, and interest of $1,748,000, on the senior subordinated
notes that were due on February 1, 2000. As a result, the Company is prohibited
from paying interest on the junior subordinated notes until the payment default
on the senior subordinated notes is remedied.

PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors, on the recommendation of the Audit Committee,
has appointed the firm of Ernst & Young LLP, independent public accountants, to
audit the accounts of the Company for the year ending December 31, 2001. Ernst &
Young LLP has been employed by the Company as its independent auditor since the
fiscal year ended May 31, 1989.

AUDIT FEES

Ernst & Young LLP billed the Company $187,000 for professional services
rendered in connection with the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2000, and the review of the
financial statements included in the Company's quarterly reports on Form 10-Q
for such fiscal year.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed by Ernst & Young LLP for professional services
rendered to the Company relating to financial information systems design and
implementation during the fiscal year ended December 31, 2000.

ALL OTHER FEES

Ernst & Young LLP billed the Company $47,000 for all other professional
services rendered during the fiscal year ended December 31, 2000, other than as
stated above under the captions "Audit Fees" and "Financial Information Systems
Design and Implementation Fees." These fees related primarily to services
rendered in connection with the preparation of income tax returns, internal
audit services, services performed in connection with the Company's efforts to
restructure its indebtedness, and other miscellaneous services.

- 11 -

Stockholders are asked to approve the action of the Board of Directors
in appointing Ernst & Young LLP. It is intended that, unless any proxy is marked
to the contrary, the shares represented by such proxy shall be voted for the
ratification of such appointment. It is expected that a representative of Ernst
& Young LLP will be present at the Annual Meeting to answer questions of
stockholders and will have the opportunity, if desired, to make a statement.

The Audit Committee and the Board of Directors recommend that
shareholders vote "FOR" such ratification.

STOCKHOLDER PROPOSALS

Proposals by stockholders intended to be presented at the next annual
meeting (to be held in 2002) must be received by the Secretary of the Company on
or before December 24, 2001, in order to be included in the proxy statement and
the proxy for that meeting. Proposals should be directed to the Secretary,
Lexington Precision Corporation, 767 Third Avenue, New York, NY 10017 and must
comply with the applicable requirements of the federal securities laws and the
Company's Bylaws.

OTHER MATTERS

Management does not know of any other matters that are likely to be
brought before the Annual Meeting. However, in the event that any other matters
properly come before the Annual Meeting, the persons named in the enclosed proxy
will vote in accordance with their judgment on such matters.

A copy of the Company's Annual Report for the year ended December 31,
2000, which includes financial statements and related data, accompanies this
Proxy Statement.

According to SEC rules, the information presented in this Proxy
Statement under the captions "Compensation Committee Report on Executive
Compensation" and "Stock Price Performance" will not be deemed to be "soliciting
material" or to be filed with the SEC under the Securities Act of 1933 or the
Securities Exchange Act of 1934, and nothing contained in any previous filings
made by the Company under such Acts shall be interpreted as incorporating by
reference the information presented under the specified captions.

By Order of the Board of Directors,

Kenneth I. Greenstein
Secretary

Dated: April 24, 2001
New York, New York

- 12 -

APPENDIX A

AUDIT COMMITTEE CHARTER

1. THE COMMITTEE. The Audit Committee is a committee of the Board of Directors
of Lexington Precision Corporation.

2. PURPOSE. The primary purpose of the Audit Committee is to review the
financial information that will be provided to the stockholders and others,
to oversee the system of internal financial controls, and to monitor the
independent audit process.

3. MEMBERSHIP. The membership of the Audit Committee will consist of at least
two independent members of the Board of Directors as defined in Rule 4200
(a) of the National Association of Securities Dealers' listing standards.
The members of the Audit Committee and its chairman will be selected by the
full Board of Directors.

4. COMMUNICATION. The Audit Committee is expected to facilitate communication
between and among, the independent auditors, the management of the Company,
and the Board of Directors.

5. QUALIFICATIONS OF MEMBERS. Each member of the Audit Committee will be able
to read and understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow statement. At
least one member of the Audit Committee will have past employment
experience in finance or accounting, professional certification in
accounting, or other comparable experience, including being or having been
a chief executive officer, chief financial officer, or other senior officer
with financial oversight responsibilities.

6. MEETINGS. Members of the Audit Committee may participate in meetings by
teleconference at which all participants can be heard at all times. The
Audit Committee may ask members of management or others to attend Audit
Committee meetings and provide pertinent information as necessary.

7. REPORTING. The Audit Committee will report on its activities to the Board
of Directors and will make recommendations to the Board of Directors. The
Audit Committee will submit a written report, to be included in the
Company's proxy statement.

8. SELECTION OF INDEPENDENT AUDITORS. The Audit Committee will recommend to
the Board of Directors the independent auditors to be nominated, approve
the fees of the independent auditors, and review and approve the work of
the independent auditors. The independent auditors will have ultimate
accountability to the Company's Board of Directors. If appropriate, the
Audit Committee will recommend to the Board of Directors the replacement of
the independent auditors.

9. CONFIRMATION OF INDEPENDENCE OF AUDITORS. The Audit Committee will confirm
and assure the independence of the independent auditors, including a review
of management consulting services provided by the independent auditors and
related fees. The Audit Committee will cause the independent auditors to
deliver, at least annually, a written statement delineating all
relationships between the independent auditors and the Company. The Audit
Committee will require that the statement satisfy applicable legal,
regulatory, stock exchange, and accounting and auditing statements and
requirements, including Independence Standards Board Standard No. 1. The
Audit Committee

- 13 -

will engage actively in communications with the independent auditors about
any disclosed relationships or services that may affect the independent
auditors' objectivity and independence, and will take, or recommend that
the Board of Directors take, appropriate action to oversee the independence
of the independent auditors.

10. SCOPE OF AUDIT. The Audit Committee will, in consultation with the
independent auditors, consider the audit scope and plan of the independent
auditors and coordinate with the independent auditors an audit effort to
assure adequate coverage, reduction of redundant efforts, and the effective
use of audit resources. The Audit Committee will consider and review with
management and the independent auditors any difficulties encountered in the
course of the independent auditors' audits, including any restrictions on
the scope of the independent auditors' work or access to required
information, and any changes required in the planned scope of their audit
plan.

11. ANNUAL FINANCIALS. The Audit Committee will review with management and the
independent auditors, at the completion of the annual audit, the Company's
annual financial statements and related footnotes, the independent
auditors' audit of the financial statements and their report thereon, their
letter to management, any significant changes required in the independent
auditors' audit plan, any difficulties or disputes with management
encountered during the course of the audit, and any other matters related
to the conduct of the audit that are to be communicated to the Audit
Committee under generally accepted auditing standards.

12. QUARTERLY FINANCIALS. The Audit Committee will ensure that the independent
auditors shall have conducted, in compliance with applicable law,
regulations of the Securities and Exchange Commission, stock exchange
rules, and applicable professional standards and procedures, a pre-filing
review of the Company's quarterly financial statements included in the
Company's quarterly reports on Form 10-Q.

13. REVIEW OF OTHER MATTERS. The Audit Committee will review with the
independent auditors any matters that the independent auditors believe they
are required to report to the Board of Directors pursuant to the Private
Securities Litigation Reform Act of 1995. Furthermore, the Audit Committee
will investigate any such matters and advise the Board of Directors of
appropriate remedial action to be undertaken and thereafter confirm the
completion of any such action. The Audit Committee will also discuss with
the independent auditors any matters that are required to be discussed
pursuant to "Statement on Auditing Standards No. 61."

14. INTERNAL CONTROLS. The Audit Committee will review with the independent
auditors the adequacy of the Company's internal controls and procedures,
including computerized information system controls and security, as well as
any related significant findings and recommendations of the independent
auditors together with management's responses thereto. Each year, the Audit
Committee will review with management and the independent auditors the
company's internal auditing activities and any auditing services performed
by the independent auditors.

15. ANALYSIS OF RISK. The Audit Committee will inquire of management and the
independent auditors about significant risks or exposures to which the
Company is exposed and assess the steps management has taken to minimize
such risks to the Company.

16. IMPACT OF LAWS AND REGULATIONS. The Audit Committee will review, at its
regular meetings, any legal and regulatory matters that may have a material
impact on the financial statements.

- 14 -

17. REVIEW OF OFFICERS' EXPENSES. If requested by the Board of Directors, the
Audit Committee will review policies and procedures with respect to
officers' expense accounts and perquisites, including their use of
corporate assets.

18. INVESTIGATIVE POWER. The Audit Committee will have the power to conduct or
authorize reviews and investigations when carrying out its
responsibilities. Investigations relating to the Company's financial
reporting and internal control, and audit processes may also be undertaken
to ensure compliance by the Company with applicable state and federal laws,
regulations of the Securities and Exchange Commission, rules of the
National Association of Securities Dealers and any stock market exchange on
which the Company's stock trades. The Audit Committee will have
unrestricted access to the Company's personnel and documents and will be
given the resources reasonably required to fulfill its responsibilities.

19. REVIEW OF CHARTER. The Audit Committee will review and reassess its charter
at least annually and obtain the approval of the Board of Directors for any
changes to the charter. The duties and responsibilities of a member of the
Audit Committee are in addition to those duties set out for a member of the
Board of Directors.

September 20, 2000

- 15 -
18

PROXY
LEXINGTON PRECISION CORPORATION
767 Third Avenue
New York, New York 10017

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 22, 2001

The undersigned hereby appoints as Proxies, each of WARREN DELANO and
DENNIS J. WELHOUSE, each with full power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated
below, all shares of capital stock of Lexington Precision Corporation
held of record by the undersigned on April 10, 2001, at the Annual
Meeting of Stockholders to be held on May 22, 2001, and any
adjournments thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. YOU ARE
ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOXES ON
THE REVERSE SIDE OF THIS CARD, BUT YOU NEED NOT MARK ANY BOXES IF YOU
WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR
PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL. THE PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.

PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES OF AMERICA.

SEE REVERSE SIDE

................................................................................
DETACH CARD
19
LEXINGTON PRECISION CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

[ ]

FOR WITHHELD FOR ALL
ALL ALL EXCEPT:

[ ] [ ] [ ]
1. Election of 4 Directors 3. In their discretion, the Proxies are
01 - William B. Conner, 02 - Warren Delano, authorized to vote upon any other business
03 - Kenneth I. Greenstein, 04 - Michael A. Lubin that may properly come before the
meeting.

- ------------------------------------
(Except nominee(s) written above) FOR AGAINST ABSTAIN
[ ] [ ] [ ] Plan to Attend Meeting [ ]
2. Ratify the appointment of Ernst & Young LLP as
independent auditors.

Address change requested [ ]

Date:________________________ , 2001
____________________________________
____________________________________
Signature(s)

NOTE: Please sign exactly as
name appears hereon.

If shares are registered in more than one name,
the signatures of all such persons are required.
A corporation should sign in the full corporate
name by a duly authorized officer stating his
title. Trustees, guardians, executors, and
administrators should sign in their official
capacity giving their full title as such. If a
partnership, please sign in the partnership name
by authorized persons.

................................................................................
[ARROW] FOLD AND DETACH HERE [ARROW]
PLEASE VOTE, SIGN, DATE, AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.