LORD ABBETT AFFILIATED FUND INC
N-30D, 2001-01-08
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<PAGE>

Lord Abbett   Affiliated Fund
                                                              2000 ANNUAL REPORT

                               [GRAPHIC OMITTED]

                                                             Helping you prepare
                                                             for tomorrow, today


                                     [LOGO]


<PAGE>


 Lord Abbett Affiliated Fund  Building Investor Confidence Since 1934

                                                       A Tradition of
                                                            Value
                                                          Investing

[GRAPHIC OMITTED]


Affiliated's history highlights the concept of value investing:  buying quality
companies  when they are "on  sale" and  selling  them  when  they  reach  their
potential. Through the years, this discipline has helped Affiliated Fund achieve
returns competitive to the S&P 500 Index, with relatively moderate  fluctuations
in price.(1)


Competitive Total                       Average  Annual Rates of Total Return as
Returns, Consistently                   of   10/31/00    for   Class   A   Share
                                        Investments

                               [GRAPHIC OMITTED]

                     For the past 50 years    +12.80% per year
                     For the past 40 years    +12.56% per year
                     For the past 30 years    +14.11% per year
                     For the past 20 years    +15.38% per year
                     For the past 10 years    +17.64% per year
                     For the past year        +15.12%

--------------------------------------------------------------------------------
Consistency                             The Fund has  increased  in value 33 out
                                        of the last 40 fiscal years.
--------------------------------------------------------------------------------
Large and Growing                       Shareholders  taking  dividends  in cash
Dividends                               saw an increase in their dividend checks
                                        34 out of the last 40 fiscal years.(2)
--------------------------------------------------------------------------------
Shareholder Satisfaction                Lord Abbett  Affiliated  Fund's  history
                                        demonstrates   its   ability   to   help
                                        shareholders   realize  their  financial
                                        objectives.   That's  probably  why,  on
                                        average,  Affiliated  Fund  shareholders
                                        have   owned   the   Fund  for  over  15
                                        years.(3)
--------------------------------------------------------------------------------
The Fund: Something                     "When a company  finds its way into this
to Talk About                           fund's portfolio,  it often emerges with
                                        a new lease on life."

                                        Source:  Morningstar  Mutual Funds, July
                                        7, 2000
--------------------------------------------------------------------------------
SEC Average Annual                      SEC  average   annual   rates  of  total
Total Returns                           return,  at the  Class A  share  maximum
                                        sales  charge of 5.75%,  for the periods
                                        ended 9/30/00 were:

                               [GRAPHIC OMITTED]

                                         1 year     +10.90%
                                         5 years    +16.50%
                                        10 years   +16.67%


                                        The  Fund's  SEC  yield  for the 30 days
                                        ended  10/31/00  for Class A shares  was
                                        1.25%.

                                        Past  performance  is no  indication  of
                                        future  results.  The investment  return
                                        and principal  value of an investment in
                                        the Fund will  fluctuate so that shares,
                                        on any given day or when  redeemed,  may
                                        be  worth   more  or  less  than   their
                                        original  cost.

                                        (1) The S&P 500  Index  consists  of 500
                                        stocks chosen for market size, liquidity
                                        and industry group representation and is
                                        widely  regarded  as  the  standard  for
                                        measuring U.S. stock market performance.
                                        Indices are  unmanaged and not available
                                        for direct investment.

                                        (2)  Capital   gains  were   reinvested.
                                        Period ended 10/31/00.

                                        (3)  Based  on a survey  of Lord  Abbett
                                        Affiliated Fund  shareholders  conducted
                                        by  Lord,  Abbett  & Co.  in  1998.  See
                                        Important Information on page 7.



<PAGE>

Report to Shareholders
For the Fiscal Year Ended October 31, 2000

[PHOTO]
[GRAPHIC OMITTED]


/s/ Robert S. Dow
ROBERT S. DOW
CHAIRMAN

NOVEMBER 10, 2000

"At home in a  value-friendly  investment  environment,  the Affiliated Fund was
able to perform very respectably."

                                     DALBAR
                             Honors Commitment To:
                                   Investors
                                      1999

Lord,  Abbett & Co. is proud to  announce  we have  received a DALBAR  award for
providing  consistently good service to shareholders,  the 1999 Key Honors Award
for  Mutual  Fund  Service.  DALBAR,  Inc.,  an  independent  research  firm and
evaluator of mutual fund service, presents the award to financial services firms
that provide consistently solid service to clients.


Lord Abbett Affiliated Fund completed its fiscal year on October 31, 2000. Below
is an overview of some class-specific financial information for the close of the
period.

                                             Fiscal Year Ended October 31, 2000
--------------------------------------------------------------------------------


                  Class A    Class B      Class C        Class P     Class Y
--------------------------------------------------------------------------------
Net asset value    $16.47     $ 16.49       $16.49       $ 16.45      $ 16.50
Dividends          $ 0.24     $  0.14       $ 0.14       $  0.22      $  0.30
Capital gains      $ 1.76     $  1.76       $ 1.76       $  1.76      $  1.76
Total return*       15.12%      14.42%       14.48%        15.11%       15.52%


180 Degrees -- A Return to Value

We have seen a major swing in market sentiment toward value stocks since we last
reported at the end of April. If the signs of a broadening out of the market and
a turn back toward value  investing  were  knocking at the back door then,  they
were using a battering ram during the usually quiet summer trading  months.  The
high-flying  growth  stocks  that  had led  the  market  throughout  all of 1999
experienced  a  severe   correction  that  has  lasted  well  into  the  autumn.
Conversely, the stocks of companies with attractive valuations and positive cash
flows began to garner the interest of  investors  and surged ahead of the former
market leaders. Granted,  growth-oriented tech stocks saw a brief rally in June,
but the first stone had been cast.  Investors had been awakened to the perils of
momentum  investing,  and for the first  time in years,  value  stocks  began to
handily  outperform growth stocks and the broad equity market. As of October 31,
2000, the S&P 500/BARRA Value Index is up 6.3% on a year-to-date  basis versus a
negative return of 8.9% for the S&P 500/BARRA Growth Index and a negative return
of 1.8% for the S&P 500  Index.(1) In addition,  earnings  shortfalls  and other
disparaging  company news releases that brought down the stock prices of several
large,  widely-held companies once again proved that careful,  bottom-up company
research was worth more thanwide-sweeping sector investing.

Excelling In Our Own Element

At home in a value-friendly investment environment, the Affiliated Fund was able
to  perform  very  respectably.  Stocks of  electric  utility  companies,  which
constituted a large portion of the portfolio,  contributed  significantly to the
Fund's positive  performance,  despite investors' concerns about rising interest
rates. Many of our holdings were able to benefit from increasing deregulation in
the  industry,  as well as  high  power  consumption  associated  with  mounting
technology  usage.  Moreover,  our relatively large exposure to energy companies
paid off well,  as rising  oil  prices  helped  boost the price of many  ofthese
stocks. Our careful stock picking in stocks of consumer non-cyclical  companies,
particularly healthcare companies, also significantly buoyed performance.

At the onset of the second quarter, we had already begun to significantly reduce
the portfolio's exposure to many companies in the technology, telecommunications
and media sectors due to high  valuations  and unstable  business  fundamentals.
Many  telecommunications  services  stocks  experienced  difficulties,  as price
competition in a number of markets caused  companies to miss earnings  estimates
and to lower future

                                                                               1

<PAGE>

Report to Shareholders
For the Fiscal Year Ended October 31, 2000


growth forecasts. As we pared back our exposure to technology companies, we made
select investments in undervalued  companies in basic industries,  utilities and
financial services (especially  insurance companies) where we saw more intrinsic
value.  While we maintained this weighting shift throughout the period,  some of
our remaining  technology holdings still hampered overall  performance.  After a
shaky start at the  beginning  of the year,  financial  services  was one of the
Fund's strongest performing areas by the end of the period. We were overweighted
in insurance  stocks and other  financial  intermediaries,  many of which posted
double-digit gains. However, we remained underweighted in the banking sector due
to our expectation  that some banks may experience  credit quality  issues.  Our
move to basic  industries  (paper,  chemicals,  and  metals)  proved to be a bit
premature and worked  against our  performance  early on.  However,  if the U.S.
economy  continues to slow, we believe investors will begin to anticipate a more
balanced global economic growth environment that should favor the performance of
these stocks.

Sticking To Our Guns -- A Disciplined Approach to Investing

We believe the market is in the final stages of  adjusting  to a slowing  growth
rate for the U.S.  economy over the next six to nine months.  Interest rates are
down and should be moving irregularly lower still. Current concerns about energy
prices and dollar  strength  versus the Euro should ebb as our economy slows. We
do not  anticipate a change in our  investment  strategy for the short term. The
low economic sensitivity and high interest rate sensitivity of our portfolio has
served us well throughout this year. As the U.S. economy slows over the next six
months, we will look to add to some of our favorite consumer cyclical stocks, as
well as to rebuild our  positions  in  technology  when we see select  companies
offer good value.

Thank you for investing with Lord Abbett and the  Affiliated  Fund. We value the
trust that you place in us, and look forward to serving your investment needs in
the years to come.

*Total return is the percent change in net asset value assuming the reinvestment
of all distributions.

(1) The S&P 500 Index is a market  capitalization  weighted index  consisting of
500 widely held common  stocks  chosen for market size,  liquidity  and industry
group representation.  The S&P/BARRA Growth and Value Indices are constructed by
dividing the stocks in an index according to a single  attribute:  book-to-price
ratio.  This splits the index into two  mutually  exclusive  groups  designed to
track two of the predominant  investment  styles in the U.S. equity market.  The
value index contains firms with higher  book-to-price  ratios;  conversely,  the
growth  index has firms  with  lower  book-to-price  ratios.  Indices  cited are
unmanaged,  do not  reflect  the  deduction  of  fees  or  expenses  and are not
available for direct investment.

2
<PAGE>


The Income Perspective

Income Generated from $100,000 Investments: 10/31/74-10/31/00

By  reinvesting  capital gains,  long-term  Affiliated  shareholders  received a
higher level of income from dividends than the income  produced for investors in
short-term guaranteed CDs.


Year
Ended                    Six-Month CD  Affiliated Fund
Oct. 31                   Interest(1)     Dividends(2)
--------------------------------------------------------
1975                           7,480           4,578
1976                           6,060           5,890
1977                           5,750           6,588
1978                           8,180           7,294
1979                          11,570           8,362
1980                          13,280          10,047
1981                          17,570          12,325
1982                          14,020          13,163
1983                           9,520          13,022
1984                          11,270          13,744
1985                           8,770          15,725
1986                           7,040          16,960
1987                           6,920          17,343
1988                           7,910          18,630
1989                           9,610          19,477
1990                           8,560          18,506
1991                           6,610          18,180
1992                           4,000          18,490
1993                           3,380          17,142
1994                           4,520          16,618
1995                           6,310          16,729
1996                           5,630          18,397
1997                           5,820          19,982
1998                           5,710          19,320
1999                           5,420          18,876
2000                           6,710          20,855            If capital
                                                                gains and
Interest/Dividend Total     $207,620         $386,243           dividends
--------------------------------------------------------        had been
Over 25 Years Later                                             reinvested,
Initial $100,000                                                the Fund's
Investment plus Growth      $100,000       $1,469,516           total value
--------------------------------------------------------        would have been
Total Value                 $307,620       $1,855,759        <--$4,452,064
--------------------------------------------------------
The Real Cost of the
CD Guarantee                               $1,548,139


Unlike the Fund, a CD is insured,  and its rate and principal are  guaranteed if
held until maturity. The FDIC insures CDs up to $100,000. The CD rate is subject
to change when the CD is renewed. Although CDs may offer safety on the downside,
they sacrifice capital growth on the upside.

(1) Average of six-month CD rates available each period. Source: Lipper, Inc.

(2) Reflects the  deduction of the 3.95% sales  charge,  which is  applicable to
Class A share investments of $100,000 - $249,999.  Dividends were taken in cash;
capital gains were reinvested.

See Important Information on page 7.

                                                                               3


<PAGE>
                        Affiliated's Growth Record

                        Results Based on Fiscal Year-End October 31(1)
<TABLE>
<CAPTION>

                       1989     1990     1991     1992     1993     1994     1995     1996     1997     1998     1999     2000

<S>                    <C>      <C>      <C>       <C>     <C>       <C>     <C>      <C>      <C>       <C>     <C>      <C>
Growth of Capital(2)   + 12.8%  - 12.0%  + 23.1%  +  6.3%  + 14.3%  +  3.7%  + 17.6%  + 20.5%  + 23.3%  +  8.4%  + 18.9%  + 13.4%
Dividend Return(3)     +  5.2%  +  4.4%  +  4.9%  +  4.1%  +  3.5%  +  3.0%  +  2.9%  +  2.7%  +  2.5%  +  1.9%  +  1.8%  +  1.7%
Total Return(4)        + 18.0%  -  7.6%  + 28.0%  + 10.4%  + 17.8%  +  6.7%  + 20.5%  + 23.2%  + 25.8%  + 10.3%  + 20.7%  + 15.1%


</TABLE>


(1) Class A share performance.

(2) Growth of capital reflects the reinvestment of capital gains distributions.

(3) Dividend return reflects the reinvestment of dividends.

(4) Total return is the percent  change in value with both dividends and capital
gains distributions reinvested.  These results are at net asset value. Net asset
value  purchases are available  for class a share  investments  of $1 million or
more.  For  performance  at the Class A share maximum  sales charge,  as well as
other information, please turn to the inside front cover and pages 5 and 7.

Affiliated's Growth Helped Protect Your Purchasing Power

In our illustration, the prices noted for October 1990 and 2000 are actual costs
-- then and now.  "Affiliated  2000" is what the 1990 amount would have grown to
had it been invested in the Fund.

Investments in Affiliated  Fund (up 407.6%)  surpassed  increases in the cost of
living, as represented by the Consumer Price Index,  which was up 30.3% in these
10 years.  Protection  against the erosion  caused by inflation is one important
way to maintain -- and enhance -- your lifestyle.

<TABLE>
<CAPTION>

                                [GRAPHIC              [GRAPHIC            [GRAPHIC               [GRAPHIC
                                 OMITTED]              OMITTED]            OMITTED]               OMITTED]

                             One-Year Private      One-Family House(6)  First-Class Stamp(7)  Income per Capita(8)
                            College Tuition(5)
<S>                            <C>                      <C>                  <C>                   <C>
 October 1990                  $12,104                  $112,300             $.25                  $ 19,806
 October 2000                  $16,332                  $142,800             $.33                  $ 30,431
 Affiliated 2000               $61,444                  $570,081             $.96                  $100,544

</TABLE>


Affiliated's results reflect Class A share total return at net asset value, with
all distributions reinvested for the 10 years ended 10/31/00.

See Important Information on page 7.

(5) National average. Source: College Board Annual Survey of Colleges.

(6) Based on national average.  Metropolitan Area home prices. Source:  National
Association   of  Realtors,   Research   Division.   2000  Figure  is  based  on
July-September figures.

(7) Source: U.S. Postal Service.

(8)  National  average.  Source:  Department  of  Commerce,  Bureau of  Economic
Analysis Statistics.



4


<PAGE>


The Total Return Perspective

The  chart  below  illustrates  the  growth  of a  $10,000  investment  made  in
Affiliated  Fund on  10/31/72.  Even when  investing  right before a major stock
market downturn long-term investors in Affiliated Fund did well. (Please see the
chart on page 6.) The  Fund's  average  shareholder  ownership  of over 15 years
reflects the satisfaction of long-term Affiliated shareholders.

Past performance is no indication of future results.

Growth of a $10,000 Fund Investment: 10/31/72-10/31/00(1)

A History of Consistent Performance

                   Value of  Cumulative Value  Cumulative           How
Year                 Shares  of Capital Gains   Value of        $10,000
Ended             Initially     Distributions  Reinvested          Grew
Oct. 31            Acquired   Taken in Shares   Dividends    Total Value
--------------------------------------------------------------------------------

1973                  9,560             267          433         10,260
1974                  7,258             394          762          8,414
1975                  8,995             545        1,394         10,934
1976                 10,746             887        2,250         13,883
1977                  9,706           1,150        2,627         13,483
1978                  9,434           1,382        3,263         14,079
1979                 10,570           2,257        4,606         17,433
1980                 12,066           3,732        6,519         22,317
1981                 10,742           4,887        7,186         22,815
1982                 11,364           6,730        9,571         27,665
1983                 13,325           9,187       13,197         35,709
1984                 12,212          11,251       14,173         37,636
1985                 12,993          14,172       17,623         44,788
1986                 15,510          21,514       24,060         61,084
1987                 13,828          24,951       24,040         62,819
1988                 12,768          31,932       25,778         70,478
1989                 13,815          37,558       31,817         83,190
1990                 11,801          34,617       30,474         76,892
1991                 13,629          45,458       39,336         98,423
1992                 13,974          50,142       44,501        108,617
1993                 14,914          61,407       51,590        127,911
1994                 14,609          67,326       54,497        136,432
1995                 15,868          84,828       63,654        164,350
1996                 17,245         111,153       74,118        202,516
1997                 19,656         145,178       89,919        254,753
1998                 19,285         168,327       93,307        280,919
1999                 21,483         208,455      109,112        339,050
2000                $21,815        $251,822     $116,702       $390,339


The dollar  amounts of dividends and capital gains  distributions  reinvested in
shares were $75,337 and $177,559,  respectively. The initial investment plus all
distributions  reinvested  amounted to $262,896.  If dividends and capital gains
distributions  had been  withdrawn in cash,  the amounts of these payments would
have been $14,870 and $23,445, respectively.

(1) Reflects the  deduction of the Class A share  maximum 5.75% sales charge for
investments under $50,000.

All distributions were reinvested.

See Important Information on page 7.



                                                                               5
<PAGE>


The Total Return Perspective

We've lived  through  several  periods of economic,  political  and stock market
turmoil  since 1972.  By focusing on value  investing,  Affiliated  Fund reduced
downside  volatility  in periods of stock market  weakness and produced  returns
that outpaced the S&P 500 (an unmanaged index),  while outpacing  guaranteed CDs
and inflation.

Using the Value Method of  Investing,  Affiliated  Fund Reduced  Volatility  and
Produced Rewarding Gains

1972-1974
The last  protracted bear market;  S&P 500 declined 28.8%.  Affiliated Fund held
the decline to 10.7%.

1980-1982
Interest  rates rose  dramatically;  Prime Rate hit 20%; the economy  suffered a
recession. During these two years, Affiliated rose 24.0%.

1986-1991
Two  corrections  jolted the stock  market;  war and  recession  followed a year
later. Affiliated rose 61.1% over this period.


1997-1998
Difficulties  in Russian and Asian markets  spurred a significant  correction in
world markets. Affiliated rose 10.3% during this time of trial.

                               [GRAPHIC OMITTED]


Average Annual Total Returns
Over 28 Years(1)

Affiliated:  14.0%
S&P 500:     13.5%
CDs:          8.0%
Inflation:    5.2%


Affiliated Fund      $390,339
S&P 500              $350,037
Six-Month CD(2)       $86,921
Inflation             $41,135

Fiscal Year Ended Ocotober 31


An investor  cannot invest  directly in an index,  such as the S&P 500. For more
information on CDs, see page 3.

(1) Average  annual total  return at the Class A share  maximum  5.75%  offering
price from 10/31/72 through 10/31/00.

(2) Average of six-month CD rates available each period. Source: Lipper, Inc.

See Important Information on page 7.


6

<PAGE>


Who Owns the Fund?

Investor Profile of Lord Abbett Affiliated Fund
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
<S>                   <C>                                                        <C>
Fiduciaries           Custodians for Minors                                      18,270
                      Pension, Profit-Sharing and 401(k) Retirement Plans        12,245
                      Trusts                                                     10,187
                      457 Retirement and 403(b) Plans                             5,488
                      Estates                                                       274
-----------------------------------------------------------------------------------------
Institutions          Broker-held Accounts                                      129,860
                      Banks, Credit Unions and Other Financial Institutions         431
                      Corporations                                                  492
                      Religious, Charitable and welfare organizations               391
                      Clubs and Fraternal Organizations                              96
                      Cemeteries                                                     69
                      Nursing homes and hospitals                                    26
                      Colleges and universities                                      36
                      Government Agencies                                            76
-----------------------------------------------------------------------------------------
Individuals           Single and Joint accounts                                  68,978
                      IRAs                                                       61,522
Total Accounts in Affiliated on 10/31/00                                        308,441
=========================================================================================
</TABLE>


Important Information

Bonds  purchased  by the Fund are  subject  to market  fluctuations  upward  and
downward  inversely to the rise and fall of interest  rates.  Common  stocks are
also subject to market  fluctuations,  providing the potential for gains and the
risk of loss.  Performance  results  quoted  herein  reflect  past  performance,
current  sales  charges  (where  applicable)  and  appropriate  Rule  12b-1 Plan
expenses from  commencement  of the Plan.  Past  performance is no indication of
future results.  Tax consequences are not reflected.  The investment  return and
principal value of an investment will fluctuate so that shares, on any given day
or when redeemed, may be worth more or less than their original cost. The Fund's
sales  charge  structure  has changed in the past.  The Fund  issues  additional
classes of shares,  with distinct pricing options.  For a full discussion of the
differences  in  pricing  alternatives,  please  refer  to  the  Fund's  current
prospectus.  If used as sales  material  after  12/31/00,  this  report  must be
accompanied  by  Lord  Abbett's  Performance  Quarterly  for the  most  recently
completed calendar quarter.


                                                                               7

<PAGE>


                       Schedule of Investments
                       October 31, 2000
<TABLE>
<CAPTION>

                        Investments                  Shares             Value
-------------------------------------------------------------------------------
Common Stocks 91.04%
-------------------------------------------------------------------------------
<S>                                                <C>         <C>
Aerospace/Defense      Boeing Co.                  2,250,000   $  152,578,125
3.44%                  Lockheed Martin Corp.       1,850,000       66,322,500
                       United Technologies
                       Corp.                       2,500,000      174,531,250
                                                               ----------------
                       Total                                      393,431,875
-------------------------------------------------------------------------------
Aluminum 1.61%         Alcoa, Inc.                 6,400,000      183,600,000
-------------------------------------------------------------------------------
Apparel 0.03%          Russell Corp.                 179,200        2,867,200
-------------------------------------------------------------------------------
Automotive 0.61%       General Motors Corp.          750,000       46,593,750
                       General Motors Corp.
                       Class H                       712,824       23,095,498
                                                               ----------------
                       Total                                       69,689,248
-------------------------------------------------------------------------------
Banks: Money
Center 1.39%           Chase Manhattan Corp.      3,500,000       159,250,000
-------------------------------------------------------------------------------
Banks: Regional        Bank One Corp.+            2,800,000       102,200,000
5.33%                  FleetBoston+
                       Financial Corp.            5,500,000       209,000,000
                       Mellon Financial Corp.     1,650,030        79,613,948
                       Wells Fargo Co.+           4,700,000       217,668,750
                                                               ----------------
                       Total                                      608,482,698
-------------------------------------------------------------------------------
Brokers 1.41%          Morgan Stanley
                       Dean Witter & Co.          2,000,000       160,625,000
-------------------------------------------------------------------------------
Cable Services 1.13%   Time Warner, Inc.          1,700,000       129,047,000
-------------------------------------------------------------------------------
Chemicals 2.18%        Rohm & Haas Co.            2,547,000        76,569,188
                       Union Carbide Corp.        4,000,000       172,000,000
-------------------------------------------------------------------------------
                       Total                                      248,569,188
-------------------------------------------------------------------------------
Communications
Technology 0.17%       QUALCOMM, Inc.*              300,000        19,532,820
-------------------------------------------------------------------------------
Computer Hardware      Apple Computer, Inc.*      2,000,000        39,125,000
2.96%                  EMC Corp.*+                1,250,000       111,328,125
                       International Business
                       Machines Corp.             1,000,000        98,500,000
                       Sun Microsystems, Inc.*      800,000        88,700,000
                                                               ----------------
                       Total                                      337,653,125
-------------------------------------------------------------------------------
Computer Services      Computer Sciences
2.11%                  Corp.*                     1,050,000        66,150,000
                       First Data Corp.           3,500,000       175,437,500
                                                               ----------------
                       Total                                      241,587,500
-------------------------------------------------------------------------------
Computer Software
1.04%                  Oracle Corp.*+             3,600,000       118,800,000
-------------------------------------------------------------------------------
Conglomerates          Minnesota Mining &
1.57%                  Manufacturing Co.          1,860,000       179,722,500
-------------------------------------------------------------------------------
Construction/Home
Building 0.04%         Manitowoc Co., Inc.          189,000         5,138,438
-------------------------------------------------------------------------------
Consumer Products
0.85%                  Avon Products, Inc.+       2,000,000        97,000,000
-------------------------------------------------------------------------------
Drugs 4.02%            American Home
                       Products Corp.             4,500,000       285,750,000
                       Johnson & Johnson             96,000         8,844,000
                       Pharmacia Corp.            3,000,000    $  165,000,000
                                                               ----------------
                       Total                                      459,594,000
-------------------------------------------------------------------------------
Electric Power         Allegheny Energy, Inc.     3,250,000       133,046,875
11.32%                 CP&L Energy, Inc.+         3,500,000       141,093,750
                       Dominion Resources, Inc.+  5,000,000       297,812,500
                       Duke Energy Corp.          3,500,000       302,531,250
                       Exelon Corp.               2,500,000       150,312,500
                       Florida Progress Corp.     3,500,000       186,156,250
                       Reliant Energy, Inc.       2,000,000        82,625,000
                                                               ----------------
                       Total                                    1,293,578,125
-------------------------------------------------------------------------------
Electrical Equipment
1.29%                  Emerson Electric Co.+      2,000,000       146,875,000
-------------------------------------------------------------------------------
Electronics:
Semiconductor
0.79%                  Texas Instruments, Inc.    1,850,000        90,765,625
-------------------------------------------------------------------------------
Energy Equipment &     Schlumberger Ltd.          3,000,000       228,375,000
Services 2.46%         Transocean Sedco
                       Forex, Inc.+               1,000,000        53,000,000
                                                               ----------------
                       Total                                      281,375,000
-------------------------------------------------------------------------------
Entertainment 1.24%    Viacom, Inc.*+             2,500,000       142,187,500
-------------------------------------------------------------------------------
Financial Services     AON Corp.+                 3,500,000       145,031,250
3.89%                  MBNA Corp.                 4,500,000       169,031,250
                       Marsh & McLennan
                       Cos., Inc.+                1,000,000       130,750,000
                                                               ----------------
                       Total                                      444,812,500
-------------------------------------------------------------------------------
Financial:             Fannie Mae                 2,400,000       184,800,000
Miscellaneous          Freddie Mac+               2,000,000       120,000,000
2.67%                  --------------------------------------------------------
                       Total                                      304,800,000
-------------------------------------------------------------------------------
Food 1.01%             ConAgra Foods, Inc.        4,900,000       104,737,500
                       Hershey Foods Corp.          186,200        10,112,988
                                                               ----------------
                       Total                                      114,850,488
-------------------------------------------------------------------------------
Health Care Products
0.03%                  Becton Dickinson & Co.*       90,900         3,045,150
-------------------------------------------------------------------------------
Health Care Services   CIGNA Corp.                1,500,000       182,925,000
5.51%                  HCA-The Healthcare Co.+    4,000,000       159,750,000
                       McKesson HBOC, Inc.        3,500,000        98,218,750
                       UnitedHealth Group, Inc.   1,723,000       188,453,125
                                                               ----------------
                       Total                                      629,346,875
-------------------------------------------------------------------------------
Hospital Supplies
0.86%                  Baxter International, Inc. 1,200,000        98,625,000
-------------------------------------------------------------------------------
Insurance 6.67%        ACE Ltd.+                  2,000,000        78,500,000
                       Aegon NV ADR+              3,100,000       125,162,500
                       American General Corp.     2,850,000       229,425,000
                       Chubb Corp.+               1,750,000       147,765,625
                       HSB Group, Inc.              300,000        11,868,750
                       St. Paul Cos., Inc.        3,300,000       169,125,000
                                                               ----------------
                       Total                                      761,846,875
-------------------------------------------------------------------------------
Machinery: Agriculture
1.77%                  Deere & Co.+               5,500,000       202,468,750
-------------------------------------------------------------------------------

                        See Notes to Financial Statements

8

<PAGE>

                       Schedule of Investments (continued)
                       October 31, 2000

                        Investments                  Shares             Value
-------------------------------------------------------------------------------
Milling: Fruits/Grain  Archer-Daniels-
0.39%                  Midland Co.                4,000,000    $   44,000,000
-------------------------------------------------------------------------------
Natural Gas 1.32%      The Coastal Corp.+         2,000,000       150,875,000
-------------------------------------------------------------------------------
Office Furniture &
Business Equipment
0.03%                  Herman Miller, Inc.          144,000         3,762,000
-------------------------------------------------------------------------------
Oil 0.63%              Tosco Corp.                2,500,000        71,562,500
-------------------------------------------------------------------------------
Oil: Integrated        BP Amoco plc ADR+          2,300,000       117,156,250
International 7.11%    Chevron Corp.              1,500,000       123,187,500
                       Exxon Mobil Corp.          4,000,000       356,750,000
                       Total Fina Elf S.A. ADR+   3,000,000       214,875,000
                                                               ----------------
                       Total                                      811,968,750
-------------------------------------------------------------------------------
Paper and Forest       Bowater, Inc.              2,000,000       108,250,000
Products 2.46%         Georgia-Pacific Corp.
                       (Timber Group)             3,000,000        84,937,500
                       International Paper Co.    2,335,200        85,526,700
                       Temple-Inland, Inc.           40,000         1,790,000
                                                               ----------------
                       Total                                      280,504,200
-------------------------------------------------------------------------------
Pollution Control
1.05%                  Waste Management, Inc.     6,000,000       120,000,000
-------------------------------------------------------------------------------
Publishing 1.29%       Dow Jones & Co., Inc.      2,500,000       147,187,500
-------------------------------------------------------------------------------
Railroads 0.02%        Norfolk Southern Corp.        54,000           762,750
                       Union Pacific Corp.           34,380         1,611,563
                                                               ----------------
                       Total                                        2,374,313
-------------------------------------------------------------------------------
Retail 0.59%           Kroger Co.*+               3,000,000        67,687,500
-------------------------------------------------------------------------------
Steel 0.30%            Nucor Corp.                1,000,000        34,687,500
-------------------------------------------------------------------------------
Telecommunications     Alltel Corp.               2,250,000       144,984,372
5.03%                  BellSouth Corp.              250,000        12,078,125
                       SBC Communication, Inc.    3,000,000       173,062,500
                       Verizon Communications+    3,000,000       173,437,500
                       WorldCom, Inc.*            3,000,000        71,250,000
                                                               ----------------
                       Total                                      574,812,497
-------------------------------------------------------------------------------
Transportation:        Arnold Industries, Inc.      600,000        10,537,500
Miscellaneous 1.42%    United Parcel Service, Inc.
                       Class B+                   2,500,000       151,875,000
                                                               ----------------
                       Total                                      162,412,500
-------------------------------------------------------------------------------
                       Total Common Stocks
                       (Cost $7,354,716,282)                   10,401,001,740
-------------------------------------------------------------------------------
Convertible Preferred Securities 4.35%
-------------------------------------------------------------------------------
Entertainment 0.92%    Seagram Co. Ltd.
                       7.50% Conv. Pfd.           2,000,000       105,000,000
-------------------------------------------------------------------------------
Financial:             CNB Capital Trust I
Miscellaneous 0.16%    6.00% Conv. Pfd.             515,500        18,171,375
-------------------------------------------------------------------------------
Insurance 1.28%        ACE Ltd.
                       8.25% Conv. Pfd.           1,000,000        80,750,000
                       Metlife Capital Trust I
                       8.00% Conv. Pfd.             750,000        65,718,750
                                                               ----------------
                       Total                                      146,468,750
-------------------------------------------------------------------------------
Natural Gas 0.94%      The Coastal Corp.
                       6.625% Conv. Pfd.          2,500,000     $  107,500,000
-------------------------------------------------------------------------------
Paper and Forest       Georgia-Pacific Group
Products 0.28%         7.50% Conv. Pfd.           1,000,000        32,062,500
-------------------------------------------------------------------------------
Utilities: Electrical  TXU Corp.
0.77%                  9.25% Conv. Pfd.            2,000,000       88,000,000
                                                               ----------------
                       Total Convertible
                       Preferred Securities
                       (Cost $411,088,383)                         497,202,625
--------------------------------------------------------------------------------
                                                   Principal
                                                      Amount
Corporate Bonds 0.06%                                  (000)
-------------------------------------------------------------------------------
Banks: Money           Bank of America Corp.
Center 0.02%           7.875% due 12/01/2002          $1,000        1,020,050
                       Morgan J.P. & Co., Inc.
                       7.625% due 9/15/2004            1,000         1,021,440
                                                               ----------------
                       Total                                        2,041,490
-------------------------------------------------------------------------------
Electric Power         PG&E Corp.
0.00%                  6.25% due 3/1/2004                500          487,650
-------------------------------------------------------------------------------
Financial Services     Bear Stearns Co., Inc.
0.02%                  6.50% due 8/1/2002                500          492,800
                       GMAC 7.125% due 5/1/2003+         500          501,680
                       Household Finance Corp.
                       7.25% due 7/15/2003             1,000        1,001,920
                                                               ----------------
                       Total                                        1,996,400
-------------------------------------------------------------------------------
Financial:
Miscellaneous          CitiFinancial Credit Co.
0.01%                  6.875% due 5/1/2002               500          499,220
-------------------------------------------------------------------------------
Insurance 0.01%        Lincoln National Corp.
                       7.25% due 5/15/2005+            1,500        1,484,400
                                                               ----------------
                       Total Corporate Bonds
                       (Cost $6,646,070)                            6,509,160
-------------------------------------------------------------------------------
Short-Term Investments 4.75%
-------------------------------------------------------------------------------
                       American Express
                       Credit
                       6.65% due 11/1/2000           131,153      131,153,000
                       American Express
                       Credit
                       6.63% due 11/1/2000            67,567       67,567,000
                       Prudential
                       Funding Corp.
                       6.62% due 11/1/2000           343,604      343,604,000
                                                               ----------------
                       Total Short-Term
                       Investments
-------------------------------------------------------------------------------
                       (Cost $542,324,000)                        542,324,000
                       Total Investments 100.20%
                       (Cost $8,314,774,735)                   $11,447,037,525
-------------------------------------------------------------------------------
                      *Non-income producing security.
                      +Security (or a portion of security) on loan. See Note 5.
                       ADR-American Depositary Receipt.
</TABLE>

                        See Notes to Financial Statements
                                                                               9
<PAGE>


 Statement of Assets and Liabilities
 October 31, 2000
<TABLE>
<CAPTION>

<S>                                                                                       <C>
 ASSETS:
   Investment in securities, at value (cost $8,314,774,735)                                $11,447,037,525
   Cash                                                                                            752,306
   Market value of collateral for securities loaned                                            278,143,287
   Receivables:
      Income                                                                                    12,169,241
      Investment securities sold                                                                10,204,686
      Capital shares sold                                                                       38,360,043
-----------------------------------------------------------------------------------------------------------
   Total assets                                                                             11,786,667,088
-----------------------------------------------------------------------------------------------------------

 LIABILITIES:
   Securities lending collateral                                                               278,143,287
   Payables:
      Investment securities purchased                                                           61,756,756
      Capital shares reacquired                                                                  6,252,498
      Management fees                                                                            2,858,395
      Directors' fees                                                                            3,784,064
      12b-1 distribution fees                                                                    7,158,292
   Accrued expenses and other liabilities                                                        2,220,748
-----------------------------------------------------------------------------------------------------------
   Total liabilities                                                                           362,174,040
-----------------------------------------------------------------------------------------------------------
 Net Assets                                                                                $11,424,493,048
===========================================================================================================

 COMPOSITION OF NET ASSETS:
 Paid-in capital                                                                           $ 7,295,123,138
 Undistributed net investment income                                                            35,944,539
 Undistributed net realized gain from investments                                              961,162,581
 Net unrealized appreciation on investments                                                  3,132,262,790
 Net Assets                                                                                $11,424,493,048
===========================================================================================================

 Net assets by class:
 Class A Shares                                                                            $10,309,844,891
 Class B Shares                                                                             $  713,161,030
 Class C Shares                                                                             $  331,909,873
 Class P Shares                                                                              $  12,071,630
 Class Y Shares                                                                              $  57,505,624

 Outstanding shares by class:
 Class A Shares                                                                                625,788,038
 Class B Shares                                                                                 43,258,059
 Class C Shares                                                                                 20,132,771
 Class P Shares                                                                                    733,824
 Class Y Shares                                                                                  3,484,337

 Net asset value, offering and redemption price per share (net assets divided by
 outstanding shares):

 Class A Shares-Net asset value                                                                     $16.47
 Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%)                 $17.47
 Class B Shares-Net asset value                                                                     $16.49
 Class C Shares-Net asset value                                                                     $16.49
 Class P Shares-Net asset value                                                                     $16.45
 Class Y Shares-Net asset value                                                                     $16.50
===========================================================================================================
</TABLE>

                       See Notes to Financial Statements
10

<PAGE>


Statement of Operations
For the Year Ended October 31, 2000

 Investment Income:
 Dividends                                                       $  225,525,834
 Interest                                                            27,027,284
 Foreign withholding tax                                               (248,325)
 Total investment income                                            252,304,793
--------------------------------------------------------------------------------

 Expenses:
 Management fee                                                      32,372,356
 12b-1 distribution plan-Class A                                     32,841,863
 12b-1 distribution plan-Class B                                      6,050,322
 12b-1 distribution plan-Class C                                      2,560,528
 12b-1 distribution plan-Class P                                         20,639
 Shareholder servicing                                               11,248,679
 Reports to shareholders                                                351,608
 Custody                                                                 81,738
 Professional                                                           293,461
 Registration                                                           630,986
 Directors                                                            1,467,454
 Other                                                                1,138,832
--------------------------------------------------------------------------------
 Gross expenses                                                      89,058,466
   Expense reductions                                                (1,200,218)
--------------------------------------------------------------------------------
 Net expenses                                                        87,858,248
--------------------------------------------------------------------------------
 Net investment income                                              164,446,545
--------------------------------------------------------------------------------

 Realized and unrealized gain on investments:
 Net realized gain from investment transactions                     963,472,558
 Net change in unrealized appreciation on investments               378,816,299
================================================================================
 Net realized and unrealized gain on investments                  1,342,288,857
================================================================================
 Net Increase in Net Assets Resulting From Operations            $1,506,735,402
================================================================================


                       See Notes to Financial Statements
                                                                              11

<PAGE>


Statements of Changes in Net Assets
<TABLE>
<CAPTION>

                                                                                                      Year Ended       Year Ended
                                                                                                     October 31,       October 31,
                                                                                                           2000              1999
-----------------------------------------------------------------------------------------------------------------------------------

 INCREASE IN NET ASSETS
<S>                                                                                               <C>               <C>
 Operations:
 Net investment income                                                                            $  164,446,545    $  127,030,402
 Net realized gain from investment transactions                                                      963,472,558     1,108,589,813
 Net change in unrealized appreciation on investments                                                378,816,299       499,850,810
-----------------------------------------------------------------------------------------------------------------------------------
 Net increase in net assets resulting from operations                                              1,506,735,402     1,735,471,025
-----------------------------------------------------------------------------------------------------------------------------------

 Distributions to shareholders from:
 Net investment income
   Class A                                                                                          (147,739,267)     (137,028,835)
   Class B                                                                                            (5,231,082)       (3,320,304)
   Class C                                                                                            (2,171,815)       (1,232,723)
   Class P                                                                                               (52,058)          (27,346)
   Class Y                                                                                              (991,101)         (760,283)
 Net realized gain

   Class A                                                                                        (1,008,917,125)     (524,634,632)
   Class B                                                                                           (57,499,161)      (20,854,149)
   Class C                                                                                           (21,866,899)       (7,962,546)
   Class P                                                                                              (222,559)         (117,804)
   Class Y                                                                                            (5,313,373)       (2,155,302)
-----------------------------------------------------------------------------------------------------------------------------------
 Total distributions to shareholders                                                              (1,250,004,440)     (698,093,924)
-----------------------------------------------------------------------------------------------------------------------------------

 Capital share transactions:
 Net proceeds from sales of shares                                                                 1,183,710,512       911,822,030
 Reinvestment of distributions                                                                     1,056,397,318       576,481,381
 Cost of shares reacquired                                                                        (1,153,099,525)     (965,529,945)
-----------------------------------------------------------------------------------------------------------------------------------
 Net increase in net assets resulting from capital share transactions                              1,087,008,305       522,773,466
-----------------------------------------------------------------------------------------------------------------------------------
 Net increase in net assets                                                                        1,343,739,267     1,560,150,567
===================================================================================================================================

 NET ASSETS:
 Beginning of year                                                                                10,080,753,781     8,520,603,214
===================================================================================================================================
 End of year                                                                                     $11,424,493,048   $10,080,753,781
===================================================================================================================================
 Undistributed net investment income                                                              $   35,944,539    $   12,690,368
===================================================================================================================================
</TABLE>


12         See Notes to Financial Statements

<PAGE>



Financial Highlights
<TABLE>
<CAPTION>

                                                                           Year Ended 10/31,
                                                  --------------------------------------------------------------------
                                                       2000          1999          1998          1997          1996
<S>                                                 <C>           <C>           <C>           <C>           <C>
 Per Share Operating Performance (Class A Shares)
 Net asset value, beginning of year                 $   16.22     $   14.56     $   14.84     $   13.02     $   11.98
                                                  ============  =============  =============  ============  ==========
 Investment operations
   Net investment income                                  .24(e)        .21(e)        .24           .30           .30
   Net realized and unrealized gain on investments       2.01          2.64          1.14          2.85          2.23
                                                  ------------  -------------  -------------  ------------  ----------
     Total from investment operations                    2.25          2.85          1.38          3.15          2.53
                                                  ------------  -------------  -------------  ------------  ----------

 Distributions to shareholders from:
   Net investment income                                 (.24)         (.24)         (.27)         (.30)         (.30)
   Net realized gain                                    (1.76)         (.95)        (1.39)        (1.03)        (1.19)
                                                  ------------  -------------  -------------  ------------  ----------
     Total distributions                                (2.00)        (1.19)        (1.66)        (1.33)        (1.49)
                                                  ------------  -------------  -------------  ------------  ----------
 Net asset value, end of year                       $   16.47     $   16.22     $   14.56     $   14.84     $   13.02
                                                  ============  =============  =============  ============  ==========

 Total Return(a)                                        15.12%        20.69%        10.27%        25.80%        23.23%

 Ratios to Average Net Assets

   Expenses, including expense reduction                  .79%(b)       .74%(b)       .63%(b)       .65%(b)       .66%

   Expenses, excluding expense reduction                  .80%          .74%(b)       .63%(b)       .65%(b)       .66%

   Net investment income                                 1.62%         1.36%         1.64%         2.15%         2.61%

</TABLE>




<TABLE>
<CAPTION>


                                                                       Year Ended 10/31,                  8/1/1996(c)
                                                  -------------------------------------------------------     to
                                                        2000          1999          1998          1997    10/31/1996
<S>                                                 <C>           <C>           <C>           <C>           <C>
 Per Share Operating Performance (Class B Shares)
 Net asset value, beginning of period               $   16.23     $   14.56     $   14.84     $   13.03    $   11.88
                                                  ============  =============  =============  ============  ==========

 Investment operations

   Net investment income                                  .14(e)        .10(e)        .14           .20           .06
   Net realized and unrealized gain on investments       2.02          2.65          1.12          2.84          1.14
                                                  ------------  -------------  -------------  ------------  ----------
     Total from investment operations                    2.16          2.75          1.26          3.04          1.20
                                                  ------------  -------------  -------------  ------------  ----------

 Distributions to shareholders from:
   Net investment income                                 (.14)         (.13)         (.15)         (.20)         (.05)
   Net realized gain                                    (1.76)         (.95)        (1.39)        (1.03)         -
                                                  ------------  -------------  -------------  ------------  ----------
     Total distributions                                (1.90)        (1.08)        (1.54)        (1.23)         (.05)
                                                  ------------  -------------  -------------  ------------  ----------
 Net asset value, end of period                     $   16.49     $   16.23     $   14.56     $   14.84     $   13.03
                                                  ============  =============  =============  ============  ==========

 Total Return(a)                                        14.42%        19.87%         9.41%        24.78%        10.15%(d)
   Expenses, including expense reduction                 1.44%(b)      1.43%(b)      1.38%(b)      1.42%(b)       .34%(d)

   Expenses, excluding expense reduction                 1.45%         1.43%(b)      1.38%(b)      1.42%(b)       .34%(d)

   Net investment income                                  .94%          .66%          .87%         1.19%          .27%(d)

</TABLE>


                       See Notes to Financial Statements
                                                                              13


<PAGE>


Financial Highlights (continued)
<TABLE>
<CAPTION>


                                                                        Year Ended 10/31,                  8/1/1996(c)
                                                    -------------------------------------------------------     to
                                                       2000          1999           1998          1997      10/31/1996
<S>                                                 <C>           <C>           <C>           <C>           <C>
 Per Share Operating Performance (Class C Shares)
 Net asset value, beginning of period               $   16.23     $   14.56     $   14.84     $   13.02     $   11.88
                                                    ===========   ===========   ===========   ===========   ===========

 Investment operations
   Net investment income                                  .14(e)        .10(e)        .14           .22           .06
   Net realized and unrealized gain on investments       2.02          2.65          1.12          2.83          1.13
                                                    -----------   -----------   -----------   -----------   -----------
     Total from investment operations                    2.16          2.75          1.26          3.05          1.19
                                                    -----------   -----------   -----------   -----------   -----------
 Distributions to shareholders from:
   Net investment income                                 (.14)         (.13)         (.15)         (.20)         (.05)
   Net realized gain                                    (1.76)         (.95)        (1.39)        (1.03)            -
                                                    -----------   -----------   -----------   -----------   -----------
     Total distributions                                (1.90)        (1.08)        (1.54)        (1.23)         (.05)
                                                    -----------   -----------   -----------   -----------   -----------
 Net asset value, end of period                     $   16.49     $   16.23     $   14.56     $   14.84     $   13.02
                                                    ===========   ===========   ===========   ===========   ===========

 Total Return(a)                                        14.48%        19.80%         9.41%        24.88%        10.07%(d)
   Expenses, including expense reduction                 1.44%(b)      1.43%(b)      1.40%(b)      1.34%(b)       .33%(d)
   Expenses, excluding expense reduction                 1.45%         1.43%(b)      1.40%(b)      1.34%(b)       .33%(d)
   Net investment income                                  .93%          .66%          .85%         1.28%          .25%(d)

</TABLE>
<TABLE>
<CAPTION>


                                                        Year Ended 10/31,    12/8/1997(c)
-----------------------------------------------------------------------------     to
                                                        2000          1999    10/31/1998
<S>                                                 <C>           <C>           <C>
 Per Share Operating Performance (Class P Shares)
 Net asset value, beginning of period               $   16.19     $   14.53     $   14.24
                                                    ===========   ===========   ===========

 Investment operations

   Net investment income                                  .22(e)        .19(e)        .18
   Net realized and unrealized gain on investments       2.02          2.63           .27
                                                    -----------   -----------   -----------
     Total from investment operations                    2.24          2.82           .45
                                                    -----------   -----------   -----------

 Distributions to shareholders from:
   Net investment income                                 (.22)         (.21)         (.16)
   Net realized gain                                    (1.76)         (.95)            -
                                                    -----------   -----------   -----------
     Total distributions                                (1.98)        (1.16)         (.16)
                                                    -----------   -----------   -----------
 Net asset value, end of period                     $   16.45     $   16.19     $   14.53
                                                    -----------   -----------   -----------
                                                    ===========   ===========   ===========

 Total Return(a)                                        15.11%        20.51%         3.21%(d)

 Ratios to Average Net Assets

   Expenses, including expense reduction                  .89%(b)       .88%(b)       .76%(b)(d)
   Expenses, excluding expense reduction                  .89%          .88%(b)       .76%(b)(d)
   Net investment income                                 1.30%         1.22%         1.21%(d)

</TABLE>


14

                       See Notes to Financial Statements
<PAGE>


Financial Highlights (continued)
<TABLE>
<CAPTION>


                                                                 Year Ended 10/31,    3/27/1998(c)
                                                           --------------------------      to
 Per Share Operating Performance (Class Y Shares)               2000          1999    10/31/1998
<S>                                                        <C>           <C>           <C>
 Net asset value, beginning of period                      $   16.25     $   14.57     $   15.44
                                                           ===========   ===========   ===========
 Investment operations

   Net investment income                                         .30(e)        .26(e)        .15
   Net realized and unrealized gain (loss) on investments       2.01          2.65          (.89)
                                                           -----------   -----------   -----------
     Total from investment operations                           2.31          2.91          (.74)
                                                           -----------   -----------   -----------

 Distributions to shareholders from:
   Net investment income                                        (.30)         (.28)         (.13)
   Net realized gain                                           (1.76)         (.95)           -
                                                           -----------   -----------   -----------
     Total distributions                                       (2.06)        (1.23)         (.13)
                                                           -----------   -----------   -----------
 Net asset value, end of period                            $   16.50     $   16.25     $   14.57
                                                           ===========   ===========   ===========

 Total Return(a)                                               15.52%        21.15%        (4.77)%(d)

 Ratios to Average Net Assets

   Expenses, including expense reduction                         .44%(b)       .43%(b)       .24%(b)(d)
   Expenses, excluding expense reduction                         .46%          .43%(b)       .24%(b)(d)
   Net investment income                                        1.96%         1.67%         1.03%(d)
</TABLE>

<TABLE>
<CAPTION>

                                                                                               Year Ended 10/31,
----------------------------------------------------------------------------------------------------------------------
 Supplemental Data for All Classes:                     2000          1999          1998          1997          1996
----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>            <C>           <C>           <C>
   Net assets, end of year (000)                 $11,424,493   $10,080,754    $8,520,603    $7,697,754    $6,100,665
   Portfolio turnover rate                             52.27%        62.30%        56.49%        46.41%        47.06%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  Total  return does not  consider the effects of sales loads and assumes the
     reinvestment of all distributions.

(b)  The ratio includes expenses paid through an expense offset arrangement.

(c)  Commencement of offering of class shares.

(d)  Not annualized.

(e)  Calculated using average shares outstanding during the year.

                       See Notes to Financial Statements

                                                                              15


<PAGE>


Notes to Financial Statements

1.  Organization

Lord Abbett  Affiliated  Fund,  Inc. (the  "Company")  is  registered  under the
Investment Company Act of 1940 (the "Act") as a diversified, open-end management
investment  company.  The financial  statements have been prepared in conformity
with accounting  principles  generally accepted in the United States of America,
which permit  management to make certain  estimates and assumptions  that affect
the reported  amounts and  disclosures at the date of the financial  statements.
Actual results could differ from those estimates.

2. SIGNIFICANT ACCOUNTING POLICIES

(a)  Investment  Valuation-Securities  traded on national or foreign  securities
     exchanges  are valued at the last quoted sales price,  or if no sales price
     is  available,  at the mean  between  the latest bid and ask prices on such
     exchange,  or, in the case of bonds, in the over-the-counter  market if, in
     the  judgement  of the  Company's  officers,  that market  more  accurately
     reflects  the market  value of the  bonds.  Securities  traded  only in the
     over-the-counter  market are valued at the mean  between the latest bid and
     ask  prices,  except  that  securities  admitted  to  trading on the NASDAQ
     National  Market  System  are  valued  at the  last  sales  price  if it is
     determined  that such  price  more  accurately  reflects  the value of such
     securities.   Securities  for  which  market  quotations  are  not  readily
     available are valued at fair value as determined by management and approved
     in good faith by the Board of Directors. Short-term securities with 60 days
     or less  remaining to maturity are valued using the amortized  cost method,
     which approximates current market value.

(b)  Security  Transactions  and  Investment  Income-Security  transactions  are
     recorded as of the date that the  securities  are  purchased or sold (trade
     date).  Realized  gains and  losses on sales of  portfolio  securities  are
     calculated   using  the   identified-cost   method.   Dividend  income  and
     distributions  to  shareholders  are  recorded  on  the  ex-dividend  date.
     Interest income is recorded on the accrual basis. Net investment income and
     realized  and  unrealized  gains or losses are  allocated  to each class of
     shares based upon the relative proportion of net assets at the beginning of
     the day.

(c)  Federal  Taxes-It is the policy of the Company to meet the  requirements of
     the Internal Revenue Code applicable to regulated  investment companies and
     to distribute  substantially  all of its taxable net investment  income and
     capital  gains  to its  shareholders.  Therefore,  no  federal  income  tax
     provision is required.

(d)  The Company  will adopt the  provisions  of the AICPA Audit and  Accounting
     Guide for  Investment  Companies,  as revised,  effective  for fiscal years
     beginning  after  December  15, 2000.  As required,  the Company will begin
     amortizing premiums and discounts on debt securities  effective November 1,
     2000.  Prior  to this  date,  the  Company  did not  amortize  premiums  or
     discounts on debt  securities.  The  cumulative  effect of this  accounting
     change will have no impact on the total net assets of the Company, but will
     result in a $36,376  increase  to cost of  securities  and a  corresponding
     $36,376 decrease in net unrealized  appreciation,  based on securities held
     as of October 31, 2000.

3.  MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES


Management Fee

The Company has a management  agreement with Lord,  Abbett & Co. ("Lord Abbett")
pursuant to which Lord Abbett  supplies the Company with  investment  management
services and executive and other  personnel,  pays the remuneration of officers,
provides  office space and pays for ordinary and  necessary  office and clerical
expenses  relating to  research  and  statistical  work and  supervision  of the
Company's investment portfolio. The management fee is based on average daily net
assets at the following annual rates:

-------------------------------------------
First  $200 million                0.50%
Next $300 million                  0.40%
Next $200 million                  0.375%
Next $200 million                  0.35%
Over $900 million                  0.30%

16

<PAGE>


Notes to Financial Statements (continued)

12b-1 Plans

The Company has adopted  distribution plans (the "Plans") with respect to one or
more classes of shares pursuant to Rule 12b-1 of the Act, which provides for the
payment of ongoing  account  maintenance  and  distribution  fees to Lord Abbett
Distributor  LLC  ("Distributor"),  an affiliate  of Lord  Abbett.  The fees are
accrued daily at annual rates based upon average daily net assets as follows:

Fee               Class A           Class B         Class C(3)(4)     Class P
--------------------------------------------------------------------------------
Service            .25%(1)             .25%       up to .25%              .20%
Distribution       .10%(2)             .75%       up to .75%              .25%

(1)  Annual  service  fee of shares  sold  prior to June 1, 1990 is 0.15% of the
     average daily net asset value. (2) In addition, the Company pays a one time
     distribution  fee of up to 1% on  certain  qualifying  purchases,  which is
     generally amortized over a one-year period.

(3)  Paid at the time such shares are sold, which is generally  amortized over a
     one-year period.  (4) Paid at each quarter-end  after the first anniversary
     of the sale of such shares.

Class Y does not have a Plan.

The  Company  along  with  certain  other  funds  managed  by Lord  Abbett  (the
"Underlying  Funds") has entered into a Servicing  Arrangement with the Balanced
Series of Lord Abbett  Investment  Trust pursuant to which the Underlying  Funds
will pay a portion of the expenses of the Balanced  Series in  proportion to the
average daily value of shares owned by the Balanced Series. Accrued expenses and
other liabilities  include $197,226 and other expenses include $235,110 pursuant
to this Servicing Agreement.

Commissions

Distributor received the following commissions on sales of shares of the Company
after  concessions  were  paid to  authorized  distributors  for the year  ended
October 31, 2000:

Distributor Commissions         Dealers' Concessions
-----------------------------------------------------
$2,466,804                               $14,174,968

Certain of the Company's officers and directors have an interest in Lord Abbett.

4. DISTRIBUTIONS

Dividends  from net  investment  income,  if any,  are declared  quarterly.  Net
realized  gain  from  investment   transactions,   if  any,  is  distributed  to
shareholders annually.

5. PORTFOLIO SECURITIES TRANSACTIONS

The  Company may lend its  securities  to member  banks of the  Federal  Reserve
System and to registered  broker-dealers  approved by the Company. The loans are
collateralized at all times by cash and/or U.S. Treasury securities in an amount
at least equal to the market value of the securities loaned.

As of October 31, 2000, the value of securities loaned was  $268,955,397.  These
loans  were  collateralized  by cash of  $278,143,287,  which is  invested  in a
restricted money market account. Income from securities lending of $1,263,595 is
included in interest  income on the  Statement of  Operations.  The dividend and
interest  income  earned on the  securities  loaned is accounted for in the same
manner as other dividend and interest income.

Purchases and sales of investment securities (other than short-term investments)
are as follows for the year ended October 31, 2000:

Purchases                              Sales
---------------------------------------------
$5,288,374,361                $5,618,177,590

                                                                              17

<PAGE>

Notes to Financial Statements (continued)

As of October 31, 2000,  the aggregate  cost of  investments,  gross  unrealized
appreciation,  gross unrealized  depreciation and net unrealized appreciation on
investments based on cost for federal income tax purposes were as follows:

                            Gross                   Gross                   Net
                       Unrealized              Unrealized            Unrealized
Tax Cost              Appreciation            Depreciation         Appreciation
--------------------------------------------------------------------------------
$8,316,779,705      $3,256,771,328            $126,513,508        $3,130,257,820

The cost of investments  for federal income tax purposes  differs from that used
for  financial  reporting  purposes.  These  differences  are  due to  differing
treatments for items such as deferral of wash sales.

6.  CERTAIN RECLASSIFICATIONS

Net  investment  income   distributions  and  capital  gains  distributions  are
determined  in  accordance  with income tax  regulations,  which may differ from
accounting principles generally accepted in the United States of America.  These
differences are either  considered  temporary or permanent in nature.  Permanent
items identified  during the year ended October 31, 2000, have been reclassified
among  the  components  of net  assets  based on their tax  basis  treatment  as
follows:

Undistributed        Undistributed
Net Investment   Net Realized Gain
Income            from Investments
Increase                (decrease)

------------------------------------
$14,992,949           $(14,992,949)


7.  DIRECTORS' REMUNERATION

The  Directors  associated  with Lord  Abbett and all  officers  of the  Company
receive no compensation from the Company for acting as such.  Outside Directors'
fees and retirement costs are allocated among all funds in the Lord Abbett group
based on the net assets of each fund.  The outside  Directors may elect to defer
receipt of such fees.  The deferred fees earn a return based on the  performance
of the Company or other funds within the Lord Abbett Family of Funds.  Such cost
and earnings accrued thereon are included in Directors' expense on the Statement
of Operations  and are not deductible for Federal income tax purposes until such
amounts are paid.

8.  SUMMARY OF CAPITAL TRANSACTIONS

The Company had  authorized  1.5 billion shares of $.001 par value capital stock
designated as follows:  1.15 billion shares Class A, 100 million shares Class B,
100 million  shares  Class C, 75 million  shares  Class P and 75 million  shares
Class Y.

Transactions in shares of capital stock were as follows:
<TABLE>
<CAPTION>

                                                                            Year Ended                     Year Ended
                                                                      October 31, 2000               October 31, 1999
=====================================================================================================================
Class A Shares                                                 Shares           Amount          Shares         Amount
---------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>         <C>                  <C>         <C>
Shares sold                                                45,428,776  $   693,387,616      39,694,036  $ 618,554,913
Shares issued in connection with acquisition of
Real Silk Investments, Inc.                                 8,900,457      131,459,455               -              -
Reinvestment of distributions                              63,993,291      967,164,636      37,601,360    541,579,692
Shares reacquired                                         (66,475,528)  (1,010,445,043)    (56,461,608)  (876,717,900)
---------------------------------------------------------------------------------------------------------------------
Increase                                                   51,846,996  $   781,566,664      20,833,788  $ 283,416,705
---------------------------------------------------------------------------------------------------------------------


Class B Shares                                                 Shares           Amount          Shares         Amount
---------------------------------------------------------------------------------------------------------------------
Shares sold                                                13,126,550  $   200,315,595      12,120,448  $ 189,940,250
Reinvestment of distributions                               3,951,150       59,817,064       1,605,000     23,100,835
Shares reacquired                                          (6,173,806)     (93,343,477)     (3,055,952)   (47,511,701)
---------------------------------------------------------------------------------------------------------------------
Increase                                                   10,903,894  $   166,789,182      10,669,496  $ 165,529,384
---------------------------------------------------------------------------------------------------------------------

18

<PAGE>

Notes to Financial Statements (continued)

                                                                            Year Ended                     Year Ended
                                                                      October 31, 2000               October 31, 1999
=====================================================================================================================
Class C Shares                                                 Shares           Amount          Shares         Amount
---------------------------------------------------------------------------------------------------------------------
Shares sold                                                 9,474,095     $144,699,119       5,202,798   $ 81,918,057
Reinvestment of distributions                               1,508,049       22,836,722         607,399      8,739,598
Shares reacquired                                          (3,017,917)     (45,806,301)     (1,914,461)   (29,737,368)
---------------------------------------------------------------------------------------------------------------------
Increase                                                    7,964,227     $121,729,540       3,895,736   $ 60,920,287
---------------------------------------------------------------------------------------------------------------------


Class P Shares                                                 Shares           Amount          Shares         Amount
---------------------------------------------------------------------------------------------------------------------
Shares sold                                                   685,444     $ 10,753,315          27,936     $  430,275
Reinvestment of distributions                                  18,127          274,516          10,124        145,672
Shares reacquired                                             (96,116)      (1,478,072)        (36,342)      (578,481)
---------------------------------------------------------------------------------------------------------------------
Increase (Decrease)                                           607,455      $ 9,549,759           1,718       $ (2,534)
---------------------------------------------------------------------------------------------------------------------


Class Y Shares                                                 Shares           Amount          Shares         Amount
---------------------------------------------------------------------------------------------------------------------
Shares sold                                                   206,588    $   3,095,412       1,351,162   $ 20,978,535
Reinvestment of distributions                                 416,347        6,304,380         200,651      2,915,584
Shares reacquired                                            (132,611)      (2,026,632)       (706,301)   (10,984,495)
---------------------------------------------------------------------------------------------------------------------
Increase                                                      490,324     $  7,373,160         845,512   $ 12,909,624
---------------------------------------------------------------------------------------------------------------------

</TABLE>


9.  EXPENSE REDUCTION

The Company has entered into  arrangements with its transfer agent and custodian
whereby  credits  realized as a result of uninvested  cash balances were used to
reduce a portion of the Company's expenses.

10. LINE OF CREDIT

The  Company,  along  with  certain  other  funds  managed by Lord  Abbett,  has
available a $200,000,000 unsecured revolving credit facility ("Facility"),  from
a consortium  of banks,  to be used for  temporary  or emergency  purposes as an
additional  source of  liquidity to fund  redemptions  of investor  shares.  Any
borrowings  under this Facility  will bear  interest at current  market rates as
defined in the  agreement.  The fee for this  Facility  was at an annual rate of
0.06% during the year.  Effective  December 17, 1999,  this fee was increased to
0.09% per annum.  There were no loans  outstanding  pursuant to this Facility at
October 31, 2000, nor was the Facility utilized at any time during the year.

11. ACQUISITION OF REAL SILK INVESTMENTS, INC.

On  December  15,  1999,  the Company  acquired  all the net assets of Real Silk
Investments, Inc. ("Real Silk") valued at $131,459,455 (including $96,203,567 of
unrealized   appreciation)  pursuant  to  a  plan  of  merger.  The  merger  was
accomplished  by a tax-free  exchange of 8,900,457 Class A shares of the Company
for 164,683 shares of Real Silk.

--------------------------------------------------------------------------------
The Company (unaudited)

All of the net  investment  income  distributions  paid quarterly by the Company
qualify for the dividends received deduction for corporations. Additionally, the
Company  paid  long-term  capital  gain  distributions  of $1.3716  per share to
shareholders of record on November 20, 2000.
--------------------------------------------------------------------------------

                                                                              19
<PAGE>


Independent Auditors' Report

The Board of Directors and Shareholders,
Lord Abbett Affiliated Fund, Inc.:

We have audited the accompanying statement of assets and liabilities,  including
the  schedule  of  investments,  of  Lord  Abbett  Affiliated  Fund,  Inc.  (the
"Company") as of October 31, 2000,  the related  statement of operations for the
year  then  ended and  changes  in net  assets  for each of the two years in the
period  then  ended,  and the  financial  highlights  for  each  of the  periods
presented.  These  financial  statements  and the financial  highlights  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial  statements and the financial highlights based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 2000 by correspondence with the custodian and
brokers;  where  replies  were not received  from  brokers,  we performed  other
auditing procedures.  An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of Lord
Abbett  Affiliated  Fund,  Inc.  as of  October  31,  2000,  the  results of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the periods  presented,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.

/s/ Deloitte & Touche LLP
New York, New York
December 20, 2000


Copyright(C)2000 by Lord Abbett Affiliated Fund, Inc., 90 Hudson Street,  Jersey
City, NJ 07302-3973

This publication,  when not used for the general  information of shareholders of
Lord Abbett  Affiliated  Fund,  Inc., is to be  distributed  only if preceded or
accompanied by a current  prospectus which includes  information  concerning the
Fund's investment objective and policies, sales charges and other matters. There
is no guarantee that the forecasts  contained  within this publication will come
to pass.

All rights reserved. Printed in the U.S.A.


20


<PAGE>

Lord Abbett & Co.

Senior
Investment
Team Member
Profile

[PHOTO]
W. Thomas Hudson, Jr.
Partner and Senior Investment Team Member
Lord Abbett Affiliated Fund


W. Thomas Hudson,  Jr., Partner and Senior Investment Team Member of Lord Abbett
Affiliated  Fund,  joined the Firm in 1982,and has over 32 years of professional
experience  in the  financial  services  industry.  During his tenure  with Lord
Abbett, Mr. Hudson has served as Director of Research,  Portfolio Manager of the
COVA Variable Annuity Growth and Income  Portfolio and Portfolio  Manager of the
American Skandia Lord Abbett Growth and Income Portfolio.

Mr.  Hudson  holds a BS in Finance and  Accounting  from St.  Mary`s  College in
California.


About Your Fund's
        Board of
        Directors

The Securities and Ex change Com mission (SEC) views the role of the independent
Board of Directors  as one of the most  important  com po nents in  overseeing a
mutual fund. The Board of Directors watches over your Fund's general oper ations
and represents your  interests.  Board members review and approve every contract
between  your Fund and Lord,  Abbett & Co. (the Fund's  investment  manager) and
Lord Abbett  Distributor  LLC (the Fund's  underwriter).  They meet regularly to
review a wide  variety of  information  and issues  regard ing your Fund.  Every
member  of the  Board  possesses  extensive  business  experience.  Lord  Abbett
Affiliated's  shareholders  are indeed  fortunate to have a group of independent
directors  with diverse  backgrounds  to provide a variety of  viewpoints in the
oversight of their Fund. Below, we feature one of our independent directors,  E.
Thayer Bigelow, Jr.

[PHOTO]
E. Thayer Bigelow, Jr.
Director - Lord Abbett Affiliated Fund


Mr.  Bigelow  is a  graduate  of  Trinity  College  and  earned  his  MBA at the
University of Virginia's  Darden Business School. He is currently Senior Advisor
at Time Warner Inc.  Prior to that,  he was acting CEO of  Courtroom  Television
Network,  and  previously  served  for five years as  President  and CEO of Time
Warner Cable Programming, Inc.

Mr. Bigelow serves as a member of the Board of Trustees for the Cate School.  He
is also a  member  of the  Board  of  Directors  of  Crane  Co.  He has  been an
independent director for all of Lord Abbett's Family of Funds since 1994.


<PAGE>



                           Investing in the
         Lord Abbett
                       Family of Funds

<TABLE>

GROWTH FUNDS                 GROWTH &                   INCOME FUNDS           TAX-FREE          MONEY
                             INCOME FUNDS                                      INCOME FUNDS      MARKET FUND
<S>                          <C>                        <C>                    <C>               <C>
Alpha Series(1)              Affiliated Fund            Bond-Debenture Fund    o California      U.S. Government
Global Fund                                                                    o Connecticut     Securities Money
                             Balanced Series(2)         High Yield Fund        o Florida         Market Fund(3)(4)
Equity Series                                                                  o Georgia
                             Growth & Income Series     Global Fund--          o Hawaii
Growth                                                  Income Series          o Michigan
Opportunities                Research Fund --                                  o Minnesota
Fund                         Large-Cap Series           U.S. Government        o Missouri
                                                        Securities Series(3)   o National
International Series                                                           o New Jersey
                                                        Limited Duration U.S.  o New York
Large-Cap Growth Fund                                   Government Securities  o Pennsylvania
                                                        Series(3)              o Texas
Mid-Cap Value Fund                                                             o Washington
                                                        World Bond-
Research Fund                                           Debenture Series
Small-Cap Value Series

</TABLE>

Finding  the right  mutual  fund can be  confusing.  At Lord,  Abbett & Co.,  we
believe that your investment professional provides value in helping you identify
and  understand  your  investment  objectives  and,  ultimately,  offering  fund
recommendations suitable for your individual needs.

For more  complete  information  about any Lord Abbett  Fund,  including  risks,
charges and ongoing expenses,  call your investment  professional or Lord Abbett
Distributor  LLC at  800-874-3733  for a  prospectus.  Read it carefully  before
investing.

Numbers to Keep Handy
For Shareholder Account or Statement Inquiries: 800-821-5129
For Literature Only: 800-874-3733
24-Hour Automated Shareholder Service Line: 800-865-7582
Visit Our Website: www.lordabbett.com



(1)Lord Abbett Securities Trust - Alpha Series is a "fund of funds" investing in
shares of Lord  Abbett  Developing  Growth  Fund,  Lord Abbett  Research  Fund -
Small-Cap Value Series and Lord Abbett Securities Trust - International  Series.

(2)Lord Abbett Investment Trust - Balanced Series is a "fund of funds" investing
in shares of certain other Lord Abbett Funds.

(3)An  investment  in this Fund is neither  insured nor  guaranteed  by the U.S.
Government.

(4)An  investment in the Fund is neither  insured nor  guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.  Although the Fund
seeks to  preserve  the  value of your  investment  at $1.00  per  share,  it is
possible  to lose  money by  investing  in the  Fund.  This Fund is  managed  to
maintain, and has maintained, its stable $1.00 price per share.


[LOGO]
LORD, ABBETT & CO
Investment Management
A Tradition of Performance Through Disciplined Investing



Lord Abbett Mutual Fund shares are distributed by:
LORD ABBETT DISTRIBUTOR LLC
90 Hudson Street o Jersey City, New Jersey 07302-3973

                                                                      LAA-2-1000
                                                                         (12/00)


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