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LORD ABBETT FAMILY OF FUNDS
Managed by Lord, Abbett & Co.
THE GENERAL MOTORS BUILDING 767 FIFTH AVENUE NEW YORK 10153-0203
March 24, l995
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Lord Abbett Developing Growth Fund, Inc.
File No. 2-62797, Rule 24f-2 Notice
Gentlemen:
In accordance with the current EDGAR Filer Manual and Regulation S-T and
the provisions of Rule 24f-2, Lord Abbett Developing Growth Fund, Inc. (the
"Fund") hereby files its Rule 24f-2 Notice. One signed copy of the 24f-2 Notice
and an opinion of counsel are submitted.
This "Rule 24f-2 Notice" is being filed for the fiscal year ended January
31, 1995 (the "Fiscal Year").
No shares of the capital stock of the Fund, which have been registered
under the Securities Act of 1933 (other than pursuant to Rule 24f-2), remained
unsold at the beginning of the Fiscal Year.
No shares of the capital stock of the Fund were registered during the
Fiscal Year, other than pursuant to Rule 24f-2.
1,358,150 shares of the capital stock of the Fund were sold during the
Fiscal Year.
1,358,150 shares of the capital stock of the Fund were sold during the
Fiscal Year in reliance upon the Declaration of the Fund of an indefinite amount
of securities under Rule 24f-2. Submitted with this Rule 24f-2 Notice, and made
a part hereof, is an opinion of counsel indicating that the securities, the
registration of which the Notice makes definite in number, were legally issued,
fully paid, and non-assessable.
In accordance with subsection (c) of Rule 24f-2, no registration fee is
due. Such fee is based upon the actual aggregate sale price for which such
securities were sold during the Fiscal Year, reduced by the difference between:
(1) The actual aggregate redemption price of
the shares redeemed by the Fund during
the Fiscal Year, and
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(2) The actual aggregate redemption price of such redeemed
shares previously applied by the Fund pursuant to Rule
24e-2(a) in filings made pursuant to Section 24(e)(l) of
the Investment Company Act of l940.
Aggregate Sale Price
For Shares Sold During
Fiscal Year $ 13,547,594
Reduced by the
Difference between
(1) Aggregate Redemption
Price of Shares
Redeemed During the
Fiscal Year $ 24,840,511
and,
(2) Aggregate Redemption
Price of Redeemed Shares
Previously Applied by
Fund Pursuant to Rule 24(e)-2(a)
in Filings Made Pursuant to
Section 24(e)(1) of Investment
Company Act of 1940 -0-
Equals $ -0-
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Any questions regarding the matter should be addressed to Thomas F.
Konop at the above address.
Very truly yours,
/s/Thomas F. Konop
Vice President
TFK:lg
enc.
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DEBEVOISE & PLIMPTON
875 Third Avenue
New York, New York 10022
(212) 909-6000
March 24, 1995
Lord Abbett Developing
Growth Fund, Inc.
767 Fifth Avenue
New York, NY 10153
Dear Sirs:
We refer to the Rule 24f-2 Notice (the "Rule 24f-2 Notice"), dated today,
relating to the Registration Statement on Form N-1A covering shares of capital
stock, par value $1.00 per share, of Lord Abbett Developing Growth Fund, Inc., a
Maryland corporation (the "Fund"). The Fund has registered an indefinite number
of shares of its capital stock under such Registration Statement pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended. The Rule 24f-2
Notice makes definite the number of shares of capital stock of the Fund
(1,358,150) that were so registered during the fiscal year ended January 31,
1995.
We have examined and relied upon originals, or copies certified to our
satisfaction, of such corporate records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion set forth below.
We are of the following opinion:
The 1,358,150 shares of capital stock of the Fund, the registration
of which the Rule 24f-2 Notice makes definite in number, have
been duly authorized and, to the extent they remain outstanding,
are legally issued, fully paid and non-assessable.
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We hereby consent to the use of this opinion in connection with the filing
of the Rule 24f-2 Notice. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/S/ DEBEVOISE & PLIMPTON
