LORD ABBETT DEVELOPING GROWTH FUND INC /NEW/
N-30D, 1996-04-15
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<PAGE>
 
LORD ABBETT 
                                  DEVELOPING
                               GROWTH FUND 

                                                              1996 ANNUAL REPORT

                            [GRAPHIC - Beeker and Helix]

A portfolio of small 
companies with big 
growth potential
<PAGE>
 
                                                          REPORT TO SHAREHOLDERS
                                      For the Fiscal Year Ended January 31, 1996

                        Lord Abbett Developing Growth Fund ended fiscal 1996 on
[PHOTO Ronald P. Lynch] January 31, with a per-share net asset value of $11.49
                        versus $6.715 one year ago. The latter figure has been
/s/ Ronald P. Lynch     adjusted for capital gains distributions totaling $2.865
                        per share paid over the Fund's fiscal year. The Board of
Ronald P. Lynch         Directors subsequently declared a capital gains
Chairman                distribution of $.16 per share which was paid on
                        February 21 to shareholders of record on February 14,
                        1996. Your Fund's total return over its fiscal year was
[PHOTO Robert S. Dow]   50.2%.
                    
/s/ Robert S. Dow       1995 was a superior year for small company growth
                        stocks; and Lord Abbett Developing Growth Fund performed
Robert S. Dow           exceptionally well. We mentioned in our last letter to
President               you that we intended to increase the number of holdings
                        in your portfolio. Indeed, we achieved our goal by
February 22, 1996       adding over 25 companies to the Fund's portfolio, with
                        particular emphasis on small and highly specialized,
                        niche companies. This strategy benefited the Fund's
                        performance, as did our holdings in technology stocks
                        (despite the correction that occurred in this sector
                        late in the year). In the second half of the year, we
                        were net sellers of technology and captured many of the
                        profits made from this sector. As technology stock
                        prices corrected in December, we used this opportunity
                        to purchase more niche companies at attractive prices.

                        Although we forecast slower domestic economic growth in
                        1996 relative to 1995, we believe small companies (which
                        tend to target more specific, faster growing markets)
                        have the potential for higher growth rates than large
                        companies. We see no credit pressures that might disturb
                        small companies and we foresee a good environment for
                        innovation and productivity gains. Further, we believe
                        that valuations are attractive, especially given that
                        performance of small company stocks has lagged that of
                        their larger counterparts lately. (Your Fund, however,
                        produced returns superior to large company stocks. See
                        chart on page 2.) Given this, we envision a relatively
                        favorable outlook for small company stocks in 1996.

                        We think service-related companies will perform well and
                        we are increasing our holdings in this sector. Service
                        companies are likely to have less exposure to the
                        slowing U.S. economy than manufacturers of durable
                        goods. Additionally, we continue to look for energy
                        companies that feature greater production and increased
                        reserves rather than relying mainly on favorable energy
                        prices.


                        "...WE ENVISION A RELATIVELY FAVORABLE OUTLOOK
                FOR SMALL COMPANY STOCKS IN 1996."


                        Fundamental research drives the Fund's stock selection.
                        Primarily, the Fund looks for companies which we believe
                        have the potential to grow at a rate twice that of the
                        economy over the next five years. Companies with a
                        foothold in unique new markets (niche companies) also
                        offer exciting prospects; as do companies with a strong
                        proprietary position that, as a result of having
                        undervalued assets, may be overlooked by the market.

                        We are pleased to announce that the Fund's Board of
                        Directors elected Robert S. Dow as President of your
                        Fund. Mr. Dow has been a partner of Lord, Abbett & Co.
                        for nine years and serves as the Firm's Chief Investment
                        Officer. Also, we are pleased to announce that Stephen
                        J. McGruder was named as portfolio manager of your Fund
                        in May 1995. Mr. McGruder has over 25 years of
                        experience investing in growth companies.

                        Thank you for making Lord Abbett Developing Growth Fund
                        a part of your investment portfolio. We remain committed
                        to finding the best values in small growth companies and
                        look forward to helping you meet your long-term
                        objective of capital appreciation.
<PAGE>
 
PERFORMANCE RECORD

THE BENEFITS OF LONG-TERM INVESTING
For over 20 years, Lord Abbett Developing Growth Fund has enabled investors
to participate in the growth potential of small company stocks. During this
period, Developing Growth Fund shareholders realized returns well above
inflation.

GROWTH OF A $100,000 FUND INVESTMENT: 2/1/76--1/31/96


                             [CHART APPEARS HERE]




The Fund

2/1/76                                               96260
1/31/77                                              94814
1/31/78                                              109167
1/31/79                                              164846
1/31/80                                              207782
1/31/81                                              262571
1/31/82                                              273640
1/31/83                                              400337
1/31/84                                              426964
1/31/85                                              409877
1/31/86                                              421386
1/31/87                                              464425
1/31/88                                              405744
1/31/89                                              448816
1/31/90                                              447121
1/31/91                                              512647
1/31/92                                              725542
1/31/93                                              708807
1/31/94                                              825093
1/31/95                                              802453
1/31/96                                              1205459







Inflation

2/1/76                                               100000
1/31/77                                              105216
1/31/78                                              112410
1/31/79                                              122842
1/31/80                                              139928
1/31/81                                              156475
1/31/82                                              169604
1/13/83                                              175899
1/31/84                                              183273
1/31/85                                              189748
1/31/86                                              197122
1/31/87                                              200000
1/31/88                                              208094
1/31/89                                              217806
1/31/90                                              229137
1/31/91                                              242086
1/31/92                                              248381
1/31/93                                              256475
1/31/94                                              262950
1/31/95                                              270324
                                                     276079
The Fund's results reflect the reduced sales charge of 3.75% applicable to
investments of $100,000. For the Fund investment, both dividends and capital
gains were reinvested.


IMPORTANT INFORMATION

Average annual rates of total return at the maximum sales charge of 5.75%
for the periods ended 12/31/95 were:

                1 year:                         +37.30%
                5 years:                        +20.00%
               10 years:                        +10.77%


Past results are not an indication of future results. 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.
Results quoted herein represent past performance and reflect appropriate Rule
12b-1 Plan expenses from commencement of the Plan. Tax consequences are not
reflected. The Fund's current sales charge structure has changed from the past.
The S&P 500 is an unmanaged index consisting of the common stocks of 500
companies widely followed by the investment community. Performance figures for
the unmanaged S&P 500 do not reflect transaction costs or management fees. An
investor cannot invest directly in an index, such as the S&P 500. If used as
sales material after 3/31/96, this report must be accompanied by Lord Abbett's
Performance Quarterly for the most recently completed calendar quarter.
<PAGE>
 
FUND IN FOCUS

THE FUND VERSUS THE BENCHMARKS
As illustrated in the charts below, over the last 1-, 3- and 5-year periods
ended 1/31/96, Lord Abbett Developing Growth Fund outperformed large company
stocks (as measured by the unmanaged S&P 500) as well as the Lipper Small
Company Growth Fund Index (a benchmark consisting of the largest mutual funds
within the small company growth category). Historically, small companies have
experienced wider swings in earnings and stock prices than large companies.
While there is no assurance of the Fund's future performance or that this
pattern will continue, historically, long-term investors in small company stock
portfolios have been rewarded with strong returns.

IMPRESSIVE TOTAL RETURNS

                             [CHART APPEARS HERE]

                              1 Year         3 Years        5 Years
                              ------         -------        -------
The Fund                      50.2%          19.4%          18.7%

Lipper Small Company          32.4%          14.2%          18.5%
Growth Fund Index

Unmanaged S&P 500             38.7%          16.3%          16.4%

Returns represent the percent change in value over the 1-, 3- and 5-year
periods ended 1/31/96 and reflect the reinvestment of all distributions. The
Fund's results do not include the effect of sales charges. For performance at
the maximum sales charge see Important Information on page 1.


LORD ABBETT DEVELOPING GROWTH FUND: FOCUS ON SMALL, GROWING COMPANIES
The Fund invests in companies that have passed through the initial, formative
years and are in the "developing growth" phase. These companies have not yet
matured, settling into the slower growth rate of more established businesses.
Because it is arithmetically easier to grow from a small base than a large one,
developing growth companies can offer better opportunity for appreciation over
the long term. The stock prices of these companies can fluctuate sharply, which
is why owning an actively-managed portfolio, such as Lord Abbett Developing
Growth Fund, makes sense for investors who want to participate in the aggressive
growth potential of small companies with the benefits of diversification and
experienced management. The actual growth of a company cannot be foreseen, and
it may be difficult to determine in which phase a company is presently situated.
There is no fixed correlation between the business growth of a company and the
market value of its stock. The illustration below is not a representation of the
performance of the stocks in which the Fund invests.


FOUR PHASES OF BUSINESS GROWTH

<TABLE> 
<CAPTION> 

1. FORMATIVE PHASE             2. DEVELOPING GROWTH PHASE  3. ESTABLISHED GROWTH PHASE  4. MATURITY PHASE
- -----------------------------------------------------------------------------------------------------------------
<S>                            <C>                         <C>                          <C> 
Companies are in their         An evolving period, often   Competitive forces and       Companies' growth patterns
infancy, a high-risk period.   characteriezed by a dra-    regulations tend to slow     tend to resemble the Gross
                               matic rate of growth; not   companies' progress.         Domestic Product.
                               without risk.
</TABLE> 
 

                             
<PAGE>

Statement of Net Assets  January 31, 1996

<TABLE>
<CAPTION>                                                                             Number of   Market Value
                    Security                                                           Shares       (Note 1a)
- --------------------------------------------------------------------------------------------------------------
INVESTMENTS IN COMMON STOCKS AND CONVERTIBLE DEBENTURES 98.27%                                  
- --------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                 <C>           <C>
Business Equipment  General Binding Corp., Northbrook, IL-The leading vendor                    
and Supplies .81%   of office binding and laminating systems and related                        
                    supplies                                                             70,000     $1,592,500
- --------------------------------------------------------------------------------------------------------------
Business Services   APAC TeleServices, Inc., Deerfield, IL-Provides outsourced                  
8.76%               telephone-based customer service and sales solutions to                     
                    major corporatins nationwide                                         20,000        915,000 
                                                                                                
                    ATC Communications Group, Dallas,TX-Provides inbound                        
                    and outbound contract telemarketing services to a variety of                
                    companies in various industries                                     614,900      3,766,263
                                                                                                
                    Computer Language Research, Inc., Carrollton, TX-Provides                   
                    tax and accounting information software and services to                     
                    accounting firms, banks, corporations and partnerships                      
                    under the trade name Fast Tax                                       100,000      1,550,000
                                                                                                
                    G & K Services, Inc., Minneapolis, MN-A lessor of work                      
                    garments and related textile products                               145,000      3,625,000
                                                                                                
                    McGrath Rent Corp., San Leandro, CA-A lessor of                             
                    relocatable modular offices and electronic test equipment           275,000      5,087,500
                                                                                                
                  * NFO Research Inc., Greenwich, CT-A leading provider of                      
                    custom market research services using a proprietary                         
                    panel of consumer households                                         41,250      1,144,687
                                                                                                
                  * SPS Transaction Services Inc., Riverwoods, IL-A provider                    
                    of transaction processing services and credit card                          
                    programs                                                             40,000      1,225,000
                                                                                                
                    Total                                                                           17,313,450
                                                                                                    ----------
- ----------------------------------------------------------------------------------------------------------------
Capital Equipment   Advanced Energy Industries, Inc., Fort Collins, CO-A leading                
8.42%               manufacturer of power conversion devices for systems used                   
                    to manufacture semiconductors, data storage, media and                      
                    other products using thin film technology                           100,000        875,000
                                                                                                
                    Applied Materials, Inc., Santa Clara, CA-A major semi-                      
                    conductor capital equipment supplier                                312,000     11,544,000
                                                                                                
                    Aseco Corp., Marlboro, MA-Designs, manufactures and                         
                    markets test handlers used by semiconductor manufact-                       
                    urers to automate the testing of integrated circuits                 48,300        676,200
                                                                                                
                    LeCroy Corp., Chestnut Ridge, NY-Develops, manufact-                        
                    ures and markets principally high-performance digital                       
                    oscilloscopes and related products                                   73,000      1,241,000
                                                                                                
                    Photon Dynamics Inc., Milpitas, CA-A leading worldwide                      
                    supplier of test, inspection and repair systems for                         
                    the flat panel display industry                                    127,900         975,238
                                                                                                
                    Semitool Inc., Kalispell, MT-Designs, manufacturers,                        
                    markets and services equipment used in the fabrication                      
                    of semiconductors                                                   20,000         280,000
                                                                                                
                  * Ultratech Stepper Inc., Santa Clara, CA-A manufacturer                      
                    of photolithography equipment that reduces the production                   
                    cost of integrated circuits                                         35,000       1,028,125
                                                                                                
                    Total                                                                           16,619,563
                                                                                                    ----------
- ----------------------------------------------------------------------------------------------------------------
Communications      Lancit Media Productions, Ltd., New York, NY-Acquires,                      
1.34%               develops and produces movies and television programs for                    
                    children and family audiences                                      250,000       2,656,250
- ----------------------------------------------------------------------------------------------------------------
Computer Software   ABR Information Services, Inc., Palm Harbor, FL-Provides                    
and Services        healthcare benefits administration information and                          
9.70%               compliance services                                                 69,000       3,312,000
                                                                                                
                  * America Online,Inc., Vienna, VA-A leading independent                       
                    provider of on-line computer services to consumers                 118,000       5,280,500
                                                                                                
                    Arbor Software Corp., Sunnyvale CA-Develops and markets                     
                    client-server software for business planning, analysis and                  
                    management reporting                                                 2,200          90,200
                                                                                                
                    Brock Control Systems, Inc., Atlanta, GA-The leading                        
                    provider of Integrated Sales Performance Solutions, which                   
                    provides customers with a total business solution for                       
                    customer management                                                110,000       1,045,000
                                                                                                
                    Computer Learning Centers, Inc., Fairfax, VA-Provides                       
                    education and training for computers and information                        
                    technology                                                         120,000       1,050,000
                                                                                                
                    FTP Software,Inc., Andover, MA-The leading independent                      
                    supplier of Internet software solutions that enable millions                
                    of PC users worldwide to access resources across local                      
                    area networks, enterprise networks and the global Internet          50,000         575,000
                                                                                                
                    GSE Systems, Inc., Columbia, MD-A designer, developer                       
                    and supplier of high-fidelity, real time simulation software                
                    and services                                                        31,000         434,000
                                                                                                
                  * Informix Corp., Menlo Park, CA-A producer of computer                       
                    software systems that perform general purpose data                          
                    management functions using relational databases                    150,000       5,006,250
                                                                                                
                    INTERSOLV, Rockville, MD-A leading provider of open                         
                    client/server software solutions available for object-oriented              
                    development, enterprise client/server development, software                 
                    configuration management and data warehousing                       81,000         840,375
                                                                                                
                  * Macromedia, Inc., San Francisco, CA-Develops, markets                       
                    and supports a family of software authoring tools used to                   
                    create interactive multi-media applications for communi-                    
                    cation, education and entertainment                                  9,000         360,000
                                                                                                
                  * Synopsys,Inc., Mountian View, CA-A supplier of software                     
                    for designers of integrated circuits and electronic systems         40,000       1,170,000
                                                                                                
                    Total                                                                           19,163,325
                                                                                                    ----------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                               3
<PAGE>

Statement of Net Assets January 31, 1996

<TABLE>
<CAPTION>
                                                                      Number of Shares  Market Value
                     Security                                      or Principal Amount     (Note 1a)
- -----------------------------------------------------------------------------------------------------
<S>                 <C>                                                       <C>       <C>
Consumer Products * Blyth Industries,Inc., Greenwich, CT-The largest
3.25%               manufacturer and marketer of candles, fragrance products
                    and related accessories                                     60,000    1,680,000

                    CIDCO Inc., Moran Hill, CA-World's leading supplier of
                    caller ID-based subscriber telephone equipment              44,000    1,320,000

                    Mathews International Corp., Pittsburgh, PA-A leading
                    designer, manufacturer and marketer of custom-made
                    identification products                                    125,000    2,687,500

                  * Scholastic Corp., New York, NY-A leading publisher of
                    children's books and educational materials                  10,000      730,000

                    Total                                                                 6,417,500
                                                                                         ----------
- -----------------------------------------------------------------------------------------------------
Data Processing     Ampex Corp., Redwood City, CA-A leading innovator in the
Equipment and       fields of magnetic recording image processing and high-
Components          performance digital storage                                425,000    1,593,750
2.83%
                    EMC Corp., Hopkinton, MA-A supplier of high-performance
                    storage devices and related services                       163,265    3,122,443

                    Summa Four Inc., Manchester, NH-A leading provider of
                    open, programmable switching platforms                      80,000      880,000

                    Total                                                                 5,596,193
                                                                                          ---------
- -----------------------------------------------------------------------------------------------------
Drugs/Pharma-       Elan International Finance,Ltd. Zero Coupon Conv. Sub. Deb.
ceuticals           due 2012, Athlone, Ireland-A leader in drug delivery and
0.97%               reformulation technology                                    3,000M    1,910,156
                                                                                          ---------
- -----------------------------------------------------------------------------------------------------
Electronic        * Altron Corp., Wilmington, MA-A manufacturer of electronic            
Component           interconnect products employing printed circuit technology 113,000    3,390,000
12.09%
                    Chicago Miniature Lamp, Inc., Canton, MA-Manufactures
                    and distributes a variety of miniature lighting products    45,000    1,226,250

                    Computer Products, Inc., Boca Raton, FL-A maufacturer of
                    power supplies and measurement control systems for
                    industrial equipment                                       305,000    3,698,125

                  * Maxim Integrated Products,Inc., Sunnyvale, CA-A designer,
                    manufacturer and marketer of precision analog and mixed-
                    signal integrated circuits                                 136,000    4,828,000

                    Molex, Inc., Lisle, IL-A manufacturer of terminals and
                    connectors for the electrical and electronics industires    70,312    2,267,562

                    Molex, Inc. Class A                                        156,250    4,843,750

                    Sierra Semiconductor Corporation, San Jose, CA-Supplies
                    integrated circuits for the PC and communications markets   50,000      837,500

                    Technitrol, Inc., Trevose, PA-A worldwide manufacturer of
                    electronic components, electrical contacts and assemblies,
                    thermostatic and clad-metal materials and components and
                    related items                                               35,000      910,000

                  * Valence Technology Inc., San Jose, CA-A producer of
                    rechargeable batteries based on lithium and polymer
                    technologies                                               160,000      740,000
                                                                                          

                  * Xilinx Inc., San Jose, CA-A designer and marketer of field
                    programmable gate arrays and related software tools         30,000    1,158,750

                    Total                                                                23,899,937
                                                                                         ---------- 
- -----------------------------------------------------------------------------------------------------
Energy              Coda Energy Inc., Dallas, TX-Explores for and produces oil
7.26%               and gas in Texas, Oklahoma and New Mexico                   90,000      680,625

                    Core Laboratores N.V., Amsterdam, The Netherlands-A
                    provider of petroleum reservoir analysis and environmental
                    testing                                                     60,000      682,500

                    Dawson Geophysical Co., Midland, TX-A provider of seismic
                    data services to oil and gas drillers                      110,000      907,500

                    Nuevo Energy Co., Houston, TX-An independent oil and gas
                    company, engaged primarily in the acquistion, development,
                    production and exploration of oil and gas properties        65,000    1,560,000

                    Production Operators Corp., Houston, TX-A provider of
                    contract natural gas handling and enhanced oil recovery
                    services; an oil and gas producer                           55,000    1,876,875

                    Seitel Inc., Houston, TX-An operator of a seismic database
                    and a provider of corollary geophysical services to the
                    petroleum industry                                         100,000    2,612,500

                   *Tejas Gas Corp., Houston, TX-A major intrastate natural
                    gas pipeline company                                        24,750    1,163,250

                    Tejas Power Corp., Houston, TX-A company engaged in the
                    gathering, high-deliverability storage and marketing of
                    natural gas                                                 78,000      682,500

                    Vintage Petroleum Inc., Tulsa, OK-Independent energy
                    company engaged in the exploitation and development of
                    oil and gas properties                                     191,000    4,178,125

                    Total                                                                14,343,875
                                                                                         ----------
- -----------------------------------------------------------------------------------------------------
Environmental       Met-Pro Corp., Harleysville, PA-A manufacturer of environ-
Services            mental treatment systems, specialty pumps and filtration                       
and Equipment       equipment                                                   85,560    1,294,095 
1.02%               

                    Safety-Kleen Corp., Elgin, IL-A leading supplier of parts
                    cleaning and waste fluid recycling services                 48,600      729,000

                    Total                                                                 2,023,095
                                                                                         ----------
- -----------------------------------------------------------------------------------------------------
</TABLE>

4
<PAGE>

Statement of Net Assets January 31, 1996

<TABLE>
<CAPTION>
                                                                                 Number of  Market Value
                    Security                                                       Shares     (Note 1a)
- --------------------------------------------------------------------------------------------------------
<S>                 <C>                                                          <C>         <C>        
Industrial and     *Dionex Corp., Sunnyvale, CA-A manufacturer of analytical                            
Capital Goods       instruments                                                   200,000     $7,500,000
12.20%                                                                                                  
                   *Durakon Industries, Inc., Flint, MI-A leding manufacturer                           
                    of pick-up truckbed liners                                    135,000      1,620,000
                                                                                                        
                    JLG Industries, Inc., McConnellsburg, PA-A leading                                  
                    manufacturer of self-propelled aerial work platforms          360,000      9,585,000
                                                                                                        
                    Orbital Sciences Corp., Dulles, VA-A space and information                          
                    systems company that designs, manufactures, operates and                            
                    markets a broad range of affordable space-technology                                
                    products and satellite-based services                          50,000        781,250
                                                                                                        
                    SPACEHAB Inc., Arlington, VA-Develops and operates                                  
                    habitable modules for space-based research and cargo                                
                    services aboard the U.S. Space Shuttle system                  70,000        848,750
                                                                                                        
                    Whittaker Corp., Los Angeles, CA-Developer of specialized                           
                    electronics and aerospace technologies to create products                           
                    for defense, telecommunications aircraft and industrial                             
                    markets worldwide                                              98,000      2,462,250
                                                                                                        
                    X-Rite, Inc., Grandville, MI-A developer, manufacturer and                          
                    marketer of instruments for color measurement and control     102,500      1,319,688
                                                                                                        
                    Total                                                                     24,116,938
                                                                                              ----------
- --------------------------------------------------------------------------------------------------------
Measurement and     LTX Corp., Westwood, MA-Supplier of linear, digital, mixed-                         
Control Systems     signal and discrete semiconductor test equipment              315,000      2,677,500
1.35%                                                                                                   
- --------------------------------------------------------------------------------------------------------
Medical/            Arrow International, Inc., Reading, PA-Develops, manufact-                          
Health Care         ures and markets a broad range of clinically advanced, dis-                         
11.19%              posable catheters and related products                         19,000        845,500
                                                                                                        
                   *Fresenius USA, Inc., Walnut Creek, CA--A leading manufacturer
                    and distributor of equipment and disposables for treatment                          
                    of renal disease                                               40,000        870,000
                                                                                                        
                    Haemonetics Corp., Braintree, MA-Major manufacturer of                              
                    blood collection systems                                       25,000        434,375
                                                                                                        
                   *HEALTHSOUTH Corp., Birmingham, AL-A developer and                                   
                    operator of inpatient and outpatient rehabilitation centers    30,000        967,500
                                                                                                        
                    Life Technologies,Inc., Gaithersburg, MD-A supplier of                              
                    products for life science research and biotechnology                                
                    manufacturing                                                  90,000      2,317,500
                                                                                                        
                    Maxxim Medical Inc., Sugarland, TX-Develops, manufactures                           
                    and distributes physical therapy equipment and disposal                             
                    hospital products                                              80,000      1,620,000
                                                                                                        
                    MediSense Inc., Waltham, MA-A worldwide developer,                                  
                    manufacturer and marketer of home blood glucose                                     
                    monitoring systems that enable diabetics to manage their                            
                    disease more effectively                                       45,000      1,198,125
                                                                                                        
                   *Nellcor Puritan Bennett, Inc., Pleasanton, CA-A designer,                           
                    manufacturer and marketer of critical-care monitoring                               
                    equipment and sensors                                          40,000      2,480,000
                                                                                                        
                    Orthofix International NV, New York, NY-International                               
                    corporation which develops innovative products in the                               
                    medical device market; a leading producer of external                               
                    fixation devices, limb lengthening and bone reconstruction                          
                    equipment                                                     281,000      2,248,000
                                                                                                        
                    Physio-Control International Corporation, Redmond, WA-                              
                    Designs, manufactures, markets and services an integrated                           
                    line of non-invasive emergency cardiac defibrillator and vital                      
                    sign assessment devices, disposable electrodes and data                             
                    management software                                            50,000      1,025,000
                                                                                                        
                   *Pyxis Corp., San Diego, CA-A manufacturer of ATM-like                               
                    machines that automate the distribution, management and                             
                    control of drugs, medications and supplies in hospitals        91,000      1,365,000
                                                                                                        
                   *Sofamor Danek Group, Inc., Memphis, TN-A provider of                                
                    spinal surgery implant devices                                 40,000      1,090,000
                                                                                                        
                    St. Jude Medical, Inc., St. Paul, MN-A leading manufac-                             
                    turer of artifical heart valves                                45,000      1,985,625
                                                                                                        
                    Thermedics, Inc., Waltham, MA-Develops, manufactures                                
                    and markets explosives and drug-detection devices,                                  
                    product quality assurance systems and other biomedical                              
                    products                                                       50,000      1,293,750
                                                                                                        
                   *Vivra, Inc., Burlingame, CA-Leading provider of end-stage                           
                    renal dialysis treatment                                       93,750      2,367,187
                                                                                                        
                    Total                                                                     22,107,562
                                                                                              ----------
- --------------------------------------------------------------------------------------------------------
Medical Services    GRANCARE Inc., Atlanta, GA-Leading provider of                                      
3.55%               specialty medical services and long-term care                  65,000        910,000
                                                                                                        
                    Health Care Service Group,Inc., Huntingdon Valley, PA-                              
                    Provides operational services to nursing home and                                   
                    retirement complexes                                          285,000      2,671,875
                                                                                                        
                    Horizon Mental Health Management Inc., Denton, TX-A                                 
                    Manager of mental health programs for general acute care                            
                    hospitals in the U.S.                                          80,000      1,340,000
                                                                                                        
                    TheraTx Inc., Atlanta, GA-Manages subacute rehabilitation                           
                    and respiratory care programs and operates owned or                                 
                    leased inpatient facilities that provide a broad range of                           
                    subacute, specialty and long-term care services               229,000      2,089,625
                                                                                                        
                    Total                                                                      7,011,500
                                                                                              ----------
- --------------------------------------------------------------------------------------------------------
Miscellaneous       Catellus Development Corp., San Francisco, CA-An owner,                             
2.35%               developer and manager of real estate assets                   300,000      2,175,000
                                                                                                        
                    Patriot American Hospitality, Inc., Dallas, TX-Hotel real                           
                    estate investment trust                                        90,000      2,475,000
                                                                                                        
                    Total                                                                      4,650,000
                                                                                              ----------
- --------------------------------------------------------------------------------------------------------
</TABLE>


                                                                               5
<PAGE>

Statement of Net Assets January 31, 1996

<TABLE>
<CAPTION>
                                                                                   Number of Shares   Market Value
                    Security                                                    or Principal Amount    (Note 1a)
- ----------------------------------------------------------------------------------------------------------------- 
<S>                 <C>                                                         <C>                   <C>
Retail              Authentic Fitness, Corp., City of Commerce, CA-Designs
4.64%               and markets swimwear, swim accessories, skiwear and
                    fitness apparel under various brand names                              35,000     $   844,375

                    CellStar Corp., Carrollton, TX-An integrated wholesale
                    distributor and retailer of cellular telephones and related
                    products                                                               12,000       2,653,500

                    Insight Enterprises, Inc., Tempe, AZ-A direct marketer of
                    microcomputers, peripherals and software                               20,000         255,000

                    Mac Frugal's Bargains Close-Outs, Inc., Dominquez, CA-A
                    retail chain specializing in the sale of discontinued
                    merchandise                                                            55,000         763,125

                    Marisa Christina, Inc., New York, NY-Designs, manufac-
                    tures, sources and markets a broad line of high-quality
                    better clothing for women and children                                 80,000       1,240,000

                    Norwood Promotional Products, Inc., San Antonio, TX-
                    Supplies custom-imprinted promotional products to
                    distributors nationwide                                                40,000         800,000

                    Sirena Apparel Group,Inc., South El Monte, CA-Designs,
                    manufactures and markets branded and private label
                    swimwear and resortwear for each principal segment of the
                    women's market                                                        180,000       1,057,500

                    Tiffany & Co., New York, NY-Internationally renowned
                    jeweler and specialty retailer                                         28,000       1,550,500

                    Total                                                                               9,164,000
                                                                                                        ---------
- ----------------------------------------------------------------------------------------------------------------- 
Telecommunications  A+ Network, Inc., Nashville, TN-Provides paging services,
and Telephone       voicemail, cellular telephone, telemessaging and related
4.97%               communication services                                                 30,000         318,750

                  * By Networks Inc., Santa Clara, CA-A supplier of devices
                    for interconnections of discrete local area networks                   37,500       1,593,750

                  * FORE Systems, Inc., Warrendale, PA-A leader in the
                    design, development, manufacture and sale of high-perfor-
                    mance networking products based on asynchronous
                    transfer mode ("ATM") technology                                       17,000         930,750

                    Plantronics, Inc., Santa Cruz, CA-Leading supplier of
                    communication headset products and services to users
                    and providers worldwide                                               167,000       5,719,750

                    Tel-Save Holdings, Inc., New Hope, PA-A nationwide
                    provider of telecommunications services to more than
                    215,000 small- and medium-sized businesses in the U.S.                 75,000       1,256,250

                    Total                                                                               9,819,250
                                                                                                        ---------
- ----------------------------------------------------------------------------------------------------------------- 
Transportation      ABC Rail Products Corp., Chicago, IL-Supplier of specialty
1.57%               products for major freight railroads in the U.S.                       20,000         420,000

                    Fritz Companies, Inc., San Francisco, CA-An international
                    ocean freight and air freight forwarder                                76,650       2,687,541

                    Total                                                                               3,107,541
                                                                                                       ----------
                    --------------------------------------------------------------------------------------------- 
                    Total Investments in Common Stocks and Convertible
                      Debentures (Cost $107,638,428)                                                  194,190,135
- ----------------------------------------------------------------------------------------------------------------- 
OTHER ASSETS, LESS LIABILITIES 1.73%
- ----------------------------------------------------------------------------------------------------------------- 
Short-term 
Investments,
at Cost             General Electric Capital Corp. 5.35% due 2/6/1996                      2,925M       2,925,000
                                                                                                       ----------
- ----------------------------------------------------------------------------------------------------------------- 
Cash and Receivables, Net of Liabilities                                                                  486,818
- ----------------------------------------------------------------------------------------------------------------- 
                    Total Other Assets, Less Liabilities                                                3,411,818
- ----------------------------------------------------------------------------------------------------------------- 
Net Assets          (equivalent to $11.49 a share on 17,194,069 shares of $1.00
100.00%             par value capital stock outstanding; authorized, 75,000,000
                    shares)                                                                           197,601,953
- ----------------------------------------------------------------------------------------------------------------- 
</TABLE> 


 The descriptions of the companies shown in the portfolio, which were obtained 
 from published reports and other sources believed to be reliable, are
 supplemental and are not covered by the Independent Auditors' Report.
*Non-income producing.
 See Notes to Financial Statements.



6
<PAGE>
 
Portfolio Changes
Issues added to or eliminated from the portfolio (exclusive of short-term
investments) during the six months ended January 31, 1996

Additions+      A+ Network, Inc.
                Advanced Energy Industries, Inc.
                Allied Healthcare Products 
                Ampex Corp.
                APAC TeleServices, Inc.
                Arbor Software Corp.               
                Authentic Fitness Corp.           
                Brock Control Systems, Inc.       
                Catellus Development Corp.        
                Citrix Systems Inc.               
                Computer Language Research, Inc.  
                Core Laboratories N.V.            
                Dawson Geophysical Co.            
                FTP Software, Inc.                 
                Gandalf Technologies                        
                Insight Enterprises, Inc.                 
                INTERSOLV                                 
                LeCroy Corp.                              
                Marisa Christina, Inc.                    
                Maxxim Medical Inc.                       
                MOOVIES Inc.                              
                Netscape Communications Corp.             
                Norwood Promotional Products, Inc.        
                Nuevo Energy Co.                          
                Oakley Inc.                               
                Orbital Sciences Corp.                    
                Patriot American Hospitality, Inc.        
                Photon Dynamics Inc.                      
                Physio-Control International Corporation  
                Pixar Inc.                                
                Ride Inc.                                 
                Semitool Inc.                             
                Sirena Apparel Group, Inc.                
                SPACEHAB Inc.                             
                Summa Four Inc.                           
                Summit Care Corp.                         
                Technitrol, Inc.                          
                Tejas Power Corp.                         
                Tel-Save Holdings, Inc.                   
                Thermedics, Inc.                          
                Tiffany & Co.                              
- --------------------------------------------------------------------------------
Eliminations+   Advance Ross Inc.
                Allied Healthcare Products
                Altera Corp.
                Business Resources Group
                California Microwave Inc.
                  5.25% Conv. Sub. Deb. due 2003
                Catalina Marketing Corp.
                Citrix Systems Inc.
                Gandalf Technologies
                Gymboree Corp.
                Horace Mann Educators Corp.
                 6.50% Conv. Sub. Deb. due 1999
                Indigo N.V. ADR
                The Liposome Company Inc.
                  $1.9375 Conv. Pfd.
                Medicus Systems Corp.
                MOOVIES Inc.
                Netscape Communications Corp.
                North American Biologicals Inc.
                Norton McNaughton Inc.
                Novell, Inc.
                Oakley Inc.
                Ortel Corp.
                Pixar Inc.
                Quantum Health Resources, Inc.
                Ride Inc.
                RPM, Inc.
                  Zero Coupon Conv. Sub. Deb. due 2012
                Safety 1st Inc.
                Salick Health Care
                SDL Inc.
                Stewart & Stevenson Services, Inc.
                Summit Care Corp.
                Talbots Inc.
                Tivoli Systems Inc.
                United American Healthcare Corp.

+ Includes securities previously classified in the Investment Portfolio under
  "Other".


Statement Of Operations For the Year Ended January 31, 1996

<TABLE>
<S>                                  <C>                                          <C>                   <C> 
Investment Income   
Income                               Interest                                     $    496,401
                                     Dividends                                         380,389
                                     Total income                                                       $    876,790
Expenses                             Management fee (Note 3)                         1,098,965
                                     12b-1 distribution plan (Note 3)                  304,960
                                     Shareholder servicing                             200,000
                                     Reports to shareholders                            65,508
                                     Audit                                              42,612
                                     Registration                                       23,924
                                     Directors' fees                                    13,820
                                     Other                                               6,660
                                     Total expenses                                                        1,756,449
                                     Net investment loss                                                    (879,659)
Realized and Unrealized Gain on Investments (Note 2) 
Realized gain from security transactions (excluding short-term securities)
                                     Proceeds from sales                            82,034,144
                                     Cost of securities sold                        41,592,114
                                     Net realized gain                              40,442,030
Unrealized appreciation of investments 
                                     Beginning of year                              62,781,572
                                     End of year                                    86,551,707
                                     Net unrealized appreciation                    23,770,135
                                     Net realized and unrealized gain 
                                     on investments                                                       64,212,165
Net Increase in Net Assets Resulting from Operations                                                    $ 63,332,506
</TABLE> 

See Notes to Financial Statements.


                                                                               7
<PAGE>
 
<TABLE> 
<CAPTION> 
 
Statements of Changes in Net Assets
                                                                                                     Year Ended January 31,
Increase (Decrease) in Net Assets                                                                     1996           1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                               <C>            <C> 
Operations                      Net investment loss                                                $   (879,659) $    (499,441)
                                Net realized gain from securities transactions                       40,442,030      9,103,802
                                Net unrealized appreciation (depreciation) of investments            23,770,135    (12,882,200)
                                Net increase (decrease) in net assets resulting from operations      63,332,506     (4,277,839)
Distributions to  shareholders 
  from net realized gain from 
  investment transactions                                                                           (39,371,296)   (10,389,338)

Capital share transactions
                                Net proceeds from sales of 3,597,160 and 1,358,150 shares, 
                                  respectively                                                       46,602,110     13,547,594
                                Net asset value of 3,264,100 and 973,652 shares,
                                  respectively, issued to shareholders in reinvestment of 
                                  net investment income and realized gain from security 
                                  transactions                                                       37,420,047      9,846,169
                                Total                                                                84,022,157     23,393,763
                                Cost  of 2,978,218 and 2,508,798 shares reacquired, 
                                  respectively                                                      (37,960,819)   (24,840,511)
                                Increase (decrease) in net assets derived from capital
                                  share transactions
                                (net increase of 3,883,042 and decrease of 176,996 shares, 
                                  respectively)                                                      46,061,338     (1,446,748)
Increase (decrease) in net
  assets                                                                                             70,022,548    (16,113,925)
Net Assets
- --------------------------------------------------------------------------------------------------------------------------------
                                Beginning of year                                                   127,579,405    143,693,330
                                End of year (net of overdistributed net investment income 
                                  of $212,267 and $96,315, respectively)                           $197,601,953   $127,579,405
</TABLE> 

See Notes to Financial Statements.

<TABLE> 
<CAPTION> 
 
Financial Highlights
 
                                                                                           Year Ended January 31,
Per Share Operating Performance:                    1996          1995           1994         1993         1992
- ------------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>             <C>        <C>            <C> 
Net asset value, beginning of
  year                                            $   9.58     $    10.65      $  10.11   $   10.86      $   7.98
    Income from investment
      operations
    Net investment income  (loss)                     (.02)          (.04)         (.05)       (.02)          .02
    Net realized and unrealized
      gain (loss) on investments                     4.795         (.2225)         1.62        (.24)         3.28
   Total from investment operations                  4.775         (.2625)         1.57        (.26)         3.30
Distributions
   Dividends from net investment
     income                                             --             --           --         (.02)         (.02)
  Distributions from net realized
    gain                                            (2.865)        (.8075)        (1.03)       (.47)         (.40)
Net asset value, end of year                      $  11.49           9.58     $   10.65     $ 10.11      $  10.86
 
Total Return*                                        50.22%        (2.74)%        16.41%     (2.31)%        41.53%
Ratios/Supplemental Data:
  Net assets, end of year (000)                   $197,602     $ 127,579      $ 143,693   $151,068     $  156,932
  Ratios to Average Net Assets:
    Expenses                                          1.03%         1.31%          1.34%      1.31%          1.14%
    Net investment income  (loss)                     (.52)%        (.38)%         (.51)%     (.25)%          .26%
    Portfolio turnover rate                          50.12%        17.57%         16.29%     17.22%         12.62%
*Total return does not consider
 the effects of sales loads.
</TABLE>

See Notes to Financial Statements.



8
<PAGE>
 
Notes to Financial Statements

1. Significant Accounting Policies
The Company is registered under the Investment Company Act of 1940 as
a diversified, open-end management investment company. The follow-
ing is a summary of significant accounting policies consistently followed
by the Company. The policies are in conformity with generally accepted
accounting principles.

(a) Securities traded only in the over-the-counter market are valued at the mean
between the last bid and asked prices in such market, 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 listed or admitted to trading privileges on
any national securities exchange are valued at the last sales price on the
principal securities exchange on which such securities are traded, or, if there
is no sale, at the mean between the last bid and asked prices on such exchange.
Securities for which market quotations are not available are valued at fair
value under procedures approved by the Board of Directors; such procedures
require the use of estimates.

(b) It is the policy of the Company to meet the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute all
of its taxable income in taxable distributions. Therefore, no federal income tax
provision is required.

(c) Security transactions are accounted for on the date that the securities are
purchased or sold (trade date). Interest income is recorded on the accrual
basis. Dividend income and distributions to shareholders are recorded on the ex-
dividend date.

(d) A portion of the proceeds from sales and costs of repurchases of capital
shares, equivalent to the amount of distributable net investment income
on the date of the transaction, is credited or charged to undistributed income.
Undistributed net investment income per share thus is unaffected
by sales or repurchases of shares.

2. Purchases and Sales of Securities
Purchases and sales of investment securities (other than short-term investments)
aggregated $96,734,592 and $82,034,144, respectively. Security gains and losses
are computed on the identified cost basis. As of January 31, 1996, net
unrealized appreciation for federal income tax purposes aggregated $86,551,707,
of which $93,228,184 related to appreciated securities and $6,676,477 related to
depreciated securities. For federal income tax purposes, the identified cost of
investments owned at January 31, 1996 was substantially the same as the cost for
financial reporting purposes.

3. Management Fee and Other Transactions with Affiliates
Lord, Abbett & Co. received a management fee of $1,098,965 for which it supplied
investment management, research, statistical and advisory services and paid
officerss remuneration and certain other expenses of the Company. Such fee is
based on average daily net assets for each month at the annual rate of 3/4 of 1%
of the Company's first $100 million of average daily net assets and 1/2 of 1% of
such assets over $100 million. Lord, Abbett & Co. received $68,682 representing
payment of commissions on sales of capital stock of the Company, after deducting
$679,143 allowed to authorized distributors as concessions. Certain of the
Company's officers and directors have an interest in Lord, Abbett & Co. The
Company has a Rule 12b-1 Plan providing for payment to dealers of (a) .15% of
the average daily net asset value of the Company's shares sold prior to June 1,
1990 and .25% of the average daily net asset value of such shares sold on or
after June 1, 1990 and (b) a one-time 1% distribution fee, at the time of sale,
on shares sold at net asset value of $1 million or more.

4. Distributions
Taxable net realized gain from security transactions, if any, is declared in
December and February, and distributed to shareholders in December of the
current year or in March of the succeeding year. Accumulated net realized gain
at January 31, 1996 for financial reporting purposes, which is substantially the
same as for federal income tax purposes, aggregated $2,723,928.

A distribution of $.16 a share aggregating $2,778,550 was declared on February
14, 1996 from net realized gains from sales of securities. This distribution was
paid February 21, 1996 to shareholders of record on February 14, 1996 in shares
of the Company or in cash in accordance with the shareholder's election.

Income and capital gains distributions are determined in accordance with income
tax regulations which may differ from methods used to determine the
corresponding income and gain amounts under generally accepted accounting
principles. These differences are primarily caused by differences in the timing
of recognition of certain components of income, expense or capital gain. Where
such differences are permanent in nature, they are reclassified in the Sources
of Net Assets based upon their ultimate char-acterization for Federal income tax
purposes. Any such reclassifications will have no effect on net assets, results
of operations or net asset value of the Fund.

5. Capital Paid In
At January 31, 1996, capital paid in aggregated $108,538,585.

6. Directors' Remuneration
The Directors of the Company associated with Lord, Abbett & Co. and all officers
of the Company receive no compensation from the Company for acting as such.
Outside Directors' fees, including attendance fees for board and committee
meetings, and outside Directors' retirement costs, are allocated among all funds
in the Lord Abbett group based on net assets of each fund. The direct
remuneration accrued during the period for outside Directors of the Company as a
group was $2,907 (exclusive of expenses), a portion of which has been deemed
invested in shares of the Company under a deferred compensation plan
contemplating future payment of the value of those shares. As of January 31,
1996, the aggregate amount in Directors' accounts maintained under the plan was
$212,267. Retirement costs accrued during the period amounted to $1,872.

This report to shareholders inaugurates a new procedure whereby a single copy of
the report is sent to an address to which more than one registered shareholder
of the Fund with the same last name has indicated mail is to be delivered,
unless additional reports are specifically requested in writing or by telephone.

Copyright (C) 1996 by Lord Abbett Developing Growth Fund, Inc., 767 Fifth
Avenue, New York, NY 10153-0203

This publication, when not used for the general information of shareholders of
Lord Abbett Developing Growth 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.
<PAGE>
 
Independent Auditors' Report

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

We have audited the accompanying statement of net assets of Lord Abbett
Developing Growth Fund, Inc. as of January 31, 1996, the related statements of
operations for the year then ended and of changes in net assets for each of the
years in the two-year period then ended, and the financial highlights for each
of the years in the five-year period then ended. 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 generally accepted auditing
standards. 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 at January
31, 1996 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Lord Abbett
Developing Growth Fund, Inc. at January 31, 1996, the results of its operations,
the changes in its net assets and the financial highlights for the above-stated
periods in conformity with generally accepted accounting principles.


/s/Deloitte & Touche llp
Deloitte & Touche llp
New York, New York
March 1, 1996

Our Management

Board of Directors
Ronald P. Lynch
Robert S. Dow
E. Wayne Nordberg
E. Thayer Bigelow*
Stewart S. Dixon*
John C. Jansing*+
C. Alan MacDonald*+
Hansel B. Millican, Jr.*+
Thomas J. Neff*
*  Outside Director
+  Audit Committee

Investment Manager and
Underwriter
Lord, Abbett & Co.
The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203
212-848-1800

Custodian
The Bank of New York

Transfer Agent
United Missouri Bank of
Kansas City, N.A.

Shareholder Servicing Agent
DST Systems, Inc.
P.O. Box 419100
Kansas City, MO 64141
800-821-5129

Auditors
Deloitte & Touche llp
New York, NY

Counsel
Debevoise & Plimpton
New York, NY

[LOGO]LORD, ABBET & CO.
      Investment Management

A Tradititon of Performance Through Disciplined Investing


The GM Building * 767 Fifth Avenue * New York, NY 10153-0203




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