LORD ABBETT AFFILIATED FUND INC
24F-2NT, 1999-01-29
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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

1.       Name and address of issuer:

         Lord Abbett Affiliated Fund, Inc.
         767 Fifth Avenue
         New York, New York   10153-0203

     2. The name of each  series or class of  securities  for which this Form is
filed (If the Form is being filed for all series and classes of  securities  of
the issuer, check the box but do not list series or classes): X

3.       Investment Company Act File Number:         811-5

         Securities Act File Number:                 2-10638

4(a). Last day of fiscal year for which this Form is filed: October 31, 1998
4(b).    ____     Check box if this Form is being filed late (i.e., more than 
90 calendar days after the end of the issuer's fiscal
year). (See Instruction A.2)

Note: If the Form is being filed late, interest must be paid on the
registration fee due.

4(c).    ____     Check box if this is the last time the issuer will be filing
this Form.

5. Calculation of registration fee:

         (i)      Aggregate sales price of securities sold during the
                  fiscal year pursuant to section 24(f):      $ 896,822,931

         (ii)     Aggregate price of securities redeemed or
                  repurchased during the fiscal year:         $ 714,191,904

         (iii)    Aggregate price of securities redeemed or
                  repurchased during any prior fiscal year ending no
                  earlier than October 11, 1995 that were not
                  previously used to reduce registration fees payable
                  to the Commission:                                   $0

         (iv)     Total available redemption credits [add Items
                  5(ii) and 5(iii):                           -$ 714,191,904

         (v)      Net sales - if Item 5(i) is greater than Item 5(iv)
                  [subtract Item 5(iv) from Item 5(i)]:       $ 182,631,027

         (vi)     Redemption credits availed for use in future
                  years - if Item 5(i) is less than Item 5(iv)
                  [subtract Item 5(iv) from Item 5(i):                $0

         (vii)    Multiplier for determining registration fee
                  (See Instruction C.9):                     x .000278


         (viii)   Registration fee due [multiply Item 5(v) by Item
                  5(vii)] enter "0" if no fee is due):      =$ 50,771.43



6.       Prepaid Shares

         If the response to Item 5(i) was  determined  by deducting an amount of
         securities  that  were  registered  under  the  Securities  Act of 1933
         pursuant  to rule 24e-2 as in effect  before  October  11,  1997,  then
         report  the  amount of  securities  (number  of shares or other  units)
         deducted here:  _____________.  If there is a number of shares or other
         units that were registered  pursuant to rule 24e-2 remaining  unsold at
         the end of the  fiscal  year for  which  this  form is  filed  that are
         available for use by the issuer in future fiscal years, then state that
         number here: ____________.

7.       Interest due - if this Form is being filed more than 90 days after the 
end of the issuer's fiscal year (see Instruction D):

                                                             +$ 0

8. Total of the amount of the  registration  fee due plus any interest due [line
5(viii) plus line 7]:

                                                             =$ 50,771.43

9.  Date  the  registration  fee  and  any  interest  payment  was  sent  to the
Commission's lockbox depository:

Method of Deliver:
                             X      Wire Transfer
                           ____     Mail or other means

                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title)*           /s/ Thomas F. Konop
                                        Thomas F. Konop, Vice President

Date:  January 29, 1999

*Please print the name and title of the signing officer below the signature




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