LORD ABBETT DEVELOPING GROWTH FUND INC /NEW/
N-30D, 1998-04-13
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Lord Abbett                            Developing
                                  Growth Fund


                                                              1998 Annual Report

                               [GRAPHIC: Three Blocks, A, B and C]

                                                  A portfolio of small companies
                                                  with big growth potential

                                    [LOGO](R)
<PAGE>

                       Lord Abbett Developing Growth Fund


                                         A Tradition of
                                   Performance

"Lord Abbett Developing Growth Fund can't seem to do any wrong these days...It
has become a superstar in its category...[and is] one of the best offerings in
the small-growth category... Resilience, combined with the fund's high returns,
makes it an outstanding small-growth choice."

                                     Morningstar Mutual Funds, November 21, 1997

- --------------------------------------------------------------------------------
Do Small-Cap Stocks Have       Just as there are different types of             
a Place in Your Portfolio?     investors--with unique goals, strategies and time
                               horizons--there are different types of securities
                               to help them pursue their objectives. Look at    
                               equities: "large-cap" stocks (companies with     
                               market capitalizations in excess of $5 billion)  
                               behave differently than "small-cap" stocks       
                               (companies with market capitalizations of $750   
                               million or less). Year-to-year volatility is     
                               higher for small-cap stocks, but, as the chart   
                               below illustrates, small stocks have provided    
                               double-digit average annual returns each of the  
                               last six decades.    
                               
                               Average Annual Returns During Each Decade(1)

   [The following table was depicted as a bar chart in the printed material.]

                     Small-cap stocks        Large-cap stocks
                     ----------------        ----------------
      
            1940s           20.7%                  9.2%
            1950s           16.9%                 19.4%
            1960s           15.5%                  7.8*
            1970s           11.5%                  5.9*
            1980s           15.8%                 17.6*
            1990s*          16.5%                 16.6*
      
*1990-1997
                               Lord Abbett Developing Growth Fund invests in
                               stocks of small, developing companies. These
                               securities offer unusual growth potential and,
                               not surprisingly, entail more investor risk.
                               However, when used as part of a diversified
                               portfolio of securities, these stocks may provide
                               investors with added growth potential to help
                               them achieve their goals.

- --------------------------------------------------------------------------------
Average Annual                 The average annual rates of total return,      
Total Returns                  computed using the SEC-required formula and    
                               reflecting the deduction of the Class A share  
                               maximum sales charge of 5.75% for the periods  
                               ended 12/31/97 were:                           

   [The following table was depicted as a bar chart in the printed material.]

                       1 year            23.30%
                       5 years           21.26%
                      10 years           15.95%

                               Past performance is 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.

                               (1) Source: (C) Computed using data from Stocks,
                                   Bonds, Bills, & Inflation 1998 Yearbook(TM),
                                   Ibbotson Associates, Chicago (annually 
                                   updates work by Roger G. Ibbotson and Rex
                                   Sinquefield). Used with permission. All
                                   rights reserved. This chart does not
                                   represent past or future performance of Lord
                                   Abbett Developing Growth Fund.
<PAGE>

Report to Shareholders
For the Fiscal Year Ended January 31, 1998


    [PHOTO: Robert S. Dow]

/s/ Robert S. Dow
- ---------------------------
Robert S. Dow
Chairman

February 5, 1998


"Our criteria...during the period remained focused on reasonably priced stocks
of companies with long-term potential..."

                               Lord Abbett Developing Growth Fund completed its
                               fiscal year on January 31, 1998, with net assets
                               of $553 million. Below is an overview of
                               class-specific data for the period.

                                                    Fiscal Year Ended 1/31/98
- --------------------------------------------------------------------------------
                    Class A     Class B   Class C     Class P        Class Y
                                                     (1/5/98       (12/30/97
                                                    to 1/31/98)*   to 1/31/98)*
- --------------------------------------------------------------------------------
Net asset value      $14.27     $14.12     $14.13      $14.26        $14.27
Capital gains        $ 1.59     $ 1.57     $ 1.57      $    -        $    -
Total return**       +24.4%     +23.5%     +23.6%       -0.8%+        +1.1%+

                               Throughout the period, your Fund continued its
                               strategy of identifying and investing in unique
                               companies that we believe offer good long-term
                               earnings prospects. Our emphasis on fundamental
                               research proved most beneficial, as the financial
                               markets have demonstrated little tolerance for
                               earnings shortfalls. Furthermore, the market's
                               overfocus on these short-term earnings
                               disappointments provided buying opportunities for
                               your Fund's management team.

                               While the sector allocation of your portfolio
                               continues to be well diversified, there was a
                               slight overweighting in the energy and software
                               sectors, where we found many of our strongest
                               performers. Our criteria for stock-picking during
                               the period remained focused on reasonably priced
                               stocks of companies with long-term potential, and
                               away from the high-multiple momentum stocks of
                               very fast-growing companies. While these
                               fast-growing companies frequently made headlines
                               during the past year, they did not always offer
                               the long-term stock price appreciation potential
                               our management team seeks.

                               Our outlook for 1998 is for economic growth to
                               slow to 2%-21/2%, with inflation likely to remain
                               moderate. We are encouraged by the belief that
                               many of our holdings will continue to experience
                               growth, albeit in a slowing economy, due to the
                               unique nature of the products and services they
                               provide. Furthermore, we believe that changes in
                               tax laws lowering capital gains tax rates are
                               encouraging to the growth arena in general, and
                               particularly, the small-cap marketplace.

                               Our long-term outlook for the Fund remains
                               positive given our economic forecasts, and the
                               fact that the portfolio is largely composed of
                               proven businesses with outstanding opportunities
                               to grow.

                               Thank you for your continued confidence in Lord
                               Abbett Developing Growth Fund. We look forward to
                               maintaining our relationship in the coming years
                               and helping you achieve your financial goals.

                             * Commencement of offering respective Class shares.
                            ** Total return shown is the percent change in net 
                               asset value, assuming the reinvestment of all
                               distributions.
                             + Not annualized.


                                                                               1
<PAGE>

                               Focus on...Performance

                               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:
                               2/1/78-1/31/98

                                [GRAPHIC OMITTED]

                               The Fund's results reflect the reduced sales
                               charge of 3.75% applicable to Class A share
                               investments of $100,000. For the Fund investment,
                               both dividends and capital gains were reinvested.

                               The Fund Versus the Benchmarks
                               As shown in the charts below, over the last 3-
                               and 5-year periods ended 1/31/98, Lord Abbett
                               Developing Growth Fund consistently outperformed
                               the Lipper Average of Small Cap Funds (a
                               benchmark consisting of funds that invest
                               primarily in companies with market
                               capitalizations less than $1 billion).*
                               Furthermore, over these periods, the Fund
                               outpaced large company stocks (as measured by the
                               unmanaged S&P 500 Index). 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 stocks have been rewarded with strong
                               returns (see charts on inside front cover).

                               Impressive Total Returns


   [The following table was depicted as a bar chart in the printed material.]

                                   Lipper Average of        Unmanaged S&P   
                  The Fund         Small Cap funds          500 Index
                  --------         ---------------          ---------
      
      3 Years        33.9%               22.7%                 30.5%
      5 Years        21.1%               15.8%                 20.3%

                               Returns represent the percent change in net asset
                               value for Class A shares over the 3- and 5-year
                               periods ended 1/31/98 and reflect the
                               reinvestment of all distributions. The Fund's
                               results do not include the effect of sales
                               charges. For performance at the Class A share
                               maximum sales charge, see the inside front cover.

                             * Lipper Analytical Services, Inc. tracks and
                               reports on the performance of mutual funds based
                               on total returns (i.e., changes in net asset
                               value, including reinvestment of distributions).


2
<PAGE>

                               Focus on...Small, Growing Companies

                               The Fund seeks to invest in companies that have
                               passed through the initial, formative years and
                               are in the "developing growth" phase. These
                               companies have not yet matured, nor have they
                               settled 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 may
                               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

                                [GRAPHIC OMITTED]

                               Invest in the Future...Today

                               One hundred years ago, if you wanted to go from
                               San Francisco to Paris, you would have had to
                               travel first by train to New York, then board a
                               ship to France, and then another train to Paris.
                               This could take up to two weeks.

                               Today, you could jet directly from San Francisco
                               to Paris in 10 hours, or travel faster than the
                               speed of sound aboard an SST. Of course, you
                               could also take a train, hop a bus or take a
                               scenic drive cross-country before boarding a
                               transatlantic flight--or cruise ship--to any
                               major European destination.

                               Times have changed. We all have more choices than
                               ever before. This applies to transportation, as
                               well as technology, education, medical and health
                               care, communications, retail purchasing,
                               entertainment and business.

                               To keep pace with the rapidly changing world
                               around us, Lord Abbett Developing Growth Fund
                               attempts to invest in companies that are leaders
                               in their fields, innovators, choice-makers. These
                               small, growing companies often are creating
                               products and services that will offer choices to
                               fit all our different lifestyles and needs.

                               Investing in Lord Abbett Developing Growth Fund
                               is investing in the future. Invest in the future,
                               today.

                               Portfolio 
                               Manager 
                                   Profile

                                 [PHOTO: Stephen J. McGruder]

                               Stephen J. McGruder
                               Senior Portfolio Manager
                               Lord Abbett Developing
                               Growth Fund

                               Stephen J. McGruder, Senior Portfolio Manager and
                               Executive Vice President of Lord Abbett
                               Developing Growth Fund, joined the Firm in 1995.
                               His prior experience includes: Vice President and
                               Portfolio Manager of Wafra Investment Advisory
                               Group, Vice President and Portfolio Manager of
                               The Portfolio Group (Chemical Bank), Vice
                               President and Portfolio Manager of Surveyor Fund
                               with Alliance Capital, which was the successor to
                               F. Eberstadt & Co., where he was also Vice
                               President of Chemical Fund.

                               Mr. McGruder earned a BS in Chemistry from
                               Stanford University and a BA in Business
                               Economics from Claremont McKenna College. He is a
                               holder of a Chartered Financial Analyst
                               designation and has been in the investment
                               business since 1969.


                                                                               3
<PAGE>

                               Important Information

                               Investments in common stocks are subject to
                               market fluctuations, providing the potential for
                               gain and the risk of loss. Lord Abbett Developing
                               Growth Fund invests in the securities of
                               small-cap companies. Small-cap companies
                               typically have a higher risk of failure, and such
                               companies' securities historically have
                               experienced a greater degree of illiquidity and
                               market volatility, than large-cap companies and
                               their securities.

                               Results quoted on the previous pages 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 the 500
                               domestically-traded companies with the largest
                               market capitalizations and is widely followed by
                               the investment community. Performance figures for
                               the unmanaged S&P 500 do not reflect deduction of
                               transaction costs or management fees. An investor
                               cannot invest directly in an index, such as the
                               S&P 500. The Fund issues additional classes of
                               shares with distinct pricing options. For a full
                               discussion of the differences in pricing
                               alternatives, please call 800-874-3733 and ask
                               for the Fund's current prospectus. If used as
                               sales material after 3/31/98, this report must be
                               accompanied by Lord Abbett's Performance
                               Quarterly for the most recently completed
                               calendar quarter.

      Statement of Net Assets
      January 31, 1998

<TABLE>
<CAPTION>
      Investments                                                                                             Shares   Market Value
===================================================================================================================================
Investments in Common Stocks 95.43%
===================================================================================================================================
<S>                                                                                                          <C>          <C>  
Business Equipment        
and Supplies .41%         

      General Binding Corp., Northbrook, IL-The leading vendor of office binding and laminating
      systems and related supplies                                                                              73,000  $ 2,258,438
- ------------------------------------------------------------------------------------------------------------------------===========
Business Services 8.67% 

     *ATC Communications Group, Inc., Dallas, TX-Provides inbound and outbound contract
      telemarketing services to a variety of companies in various industries                                 1,014,900    1,807,791
 
     *Butler International Inc., Montvale, NJ-Provides skilled engineers and technical personnel
      on a contract basis in various industries                                                                308,000    5,390,000

      Computer Task Group Inc., Buffalo, NY-Provides computer-related professional services to
      commercial clients, including systems analysis, programming and design projects                          120,000    4,500,000

     *Employee Solutions Inc., Phoenix, AZ-A leading provider of employee payroll,
      human resources and benefits outsourcing services                                                        200,000      987,500

      G & K Services, Inc., Class A, Minneapolis, MN-A lessor of work garments and related
      textile products                                                                                         145,000    6,126,250

     *Labor Ready, Inc., Tacoma, WA-Provides temporary workers to the light industrial, construction
      and small business markets in 40 states and Canada                                                       100,000    2,012,500
     
      M/A/R/C Inc., Irving, TX-Offers market research, database marketing and counseling services
      to companies in the pharmaceutical, retailing, telecommunications and financial services markets         190,500    3,405,187
     
      McGrath Rent Corp., San Leandro, CA-A lessor of relocatable modular offices and electronic
      test equipment                                                                                           550,000   11,618,750
   
     *Precision Response Corp., Miami, FL-A full-service provider of telephone-based customer
      service and marketing solutions on an outsourced basis                                                   250,000    2,437,500
     
     *Professional Staff plc Sponsored ADS, London, UK-An international staffing company specializing
      in high-level medical placement                                                                          148,500    2,654,437
     
     *SOS Staffing Services, Inc., Salt Lake City, UT-Offers a full range of staffing services through its
      87 offices nationwide                                                                                    175,000    3,106,250
     
     *TeleTech Holdings, Inc., Denver, CO-Provides customer care management solutions to
      Fortune 500 and international companies                                                                  150,000    1,425,000
     
     *Trident International, Inc., Brookfields, CT-Designs, manufactures and markets a proprietary
      impulse inkjet technology to industrial OEMS worldwide                                                   169,000    2,429,375
     
      Total                                                                                                              47,900,540
- ------------------------------------------------------------------------------------------------------------------------===========
Capital Equipment 1.22%

      IFR Systems, Inc., Wichita, KS-A designer, manufacturer and marketer of electronic test instruments      175,000    2,821,875

     *LeCroy Corp., Chestnut Ridge, NY-Develops, manufactures and markets principally
      high-performance digital oscilloscopes and related products                                               95,500    2,292,000

     *Ultratech Stepper Inc., Santa Clara, CA-A manufacturer of photolithography equipment that
      reduces the production cost of integrated circuits                                                        80,000    1,640,000

      Total                                                                                                               6,753,875
      ------------------------------------------------------------------------------------------------------------------===========
</TABLE>


4
<PAGE>

      Statement of Net Assets
      January 31, 1998
<TABLE>
<CAPTION>
      Investments                                                                                             Shares   Market Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                          <C>        <C>  
Communications 3.74%

     *Active Voice Corp., Seattle, WA-Develops PC-based call processing systems and computer
      telephone integration products                                                                           130,000  $ 1,511,250
                                                                                                           
      Educational Development Corp., Tulsa, OK-A marketer of non-fiction, instructional children's          
      books for retail trade outlets, home party plans, and public and school libraries                        133,000      665,000
                                                                                                           
     *IWERKS Entertainment Inc., Burbank, CA-A creator of interactive "virtual reality" systems            
      and attractions                                                                                          510,000    1,338,750
                                                                                                           
     *Lancit Media Entertainment Ltd., New York, NY-Acquires, develops and produces movies and             
      television programs for children and family audiences                                                    290,000      362,500
                                                                                                      
     *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                                                                                 506,000   16,824,500

      Total                                                                                                              20,702,000
- ------------------------------------------------------------------------------------------------------------------------===========
Computer Software
and Services 18.46%

     *Accelr8 Technology Corp., Denver, CO-A provider of tools and services for year 2000 compliance
      and for the conversion of Digital VAX/VMS legacy systems to client/server environments                   250,000    5,812,500
                                                                                                           
     *Allin Communications Corp., Pittsburgh, PA-Provides customized interactive television digital         
      imaging and other communications and media services                                                      250,000    1,187,500
                                                                                                           
    *+Alphanet Solutions, Inc., Cedar Knolls, NJ-Provides information technology products, services              
      and support                                                                                              455,000    6,370,000
                                                                                                          
     *Alydaar Software Corp., Charlotte, NC-A software re-engineering company specializing in               
      year 2000 services                                                                                       165,000    3,031,875
                                                                                                          
     *Best Software Inc., Reston, VA-A leading provider of asset, human resources and payroll               
      management software solutions for middle market businesses                                                75,100    1,004,463
                                                                                                          
     *CACI International Inc., Class A, Arlington, VA-Provides information technology products and          
      services including the development and integration of systems, software and simulation products          120,000    2,550,000
                                                                                                             
     *CMG Information Services, Inc., Andover, MA-Invests in and integrates Internet, interactive           
      media and database technologies                                                                           80,000    2,900,000
                                                                                                          
     *Caere Corp., Los Gatos, CA-A world leader in optical character recognition technology and a           
      leading developer of desktop forms processing and document management products                           300,000    3,000,000
                                                                                                          
     *Claremont Technology Group, Inc., Beaverton, OR-Provides custom and pre-packaged business             
      solutions to benefits services, communications, financial services, manufacturing and utilities          208,000    2,392,000
                                                                                                       
     *Cognicase Inc., Montreal, Canada-Provides automated software maintenance solutions that
      enable organizations to convert their computer systems; developed "Cogni-2000," a year 2000
      conversion software product                                                                              349,400    4,323,825
                                                                                                          
     *Complete Business Solutions, Inc., Farmington Hills, MI-A leading provider of information             
      technology services to large and mid-size organizations                                                   80,000    3,695,000
                                                                                                          
     *Computer Learning Centers, Inc., Fairfax, VA-Provides education and training for computers            
      and information technology                                                                               338,000   11,513,125
                                                                                                             
     *GSE Systems, Inc., Columbia, MD-A designer, developer and supplier of high-fidelity, real-time              
      simulation software and services                                                                          41,000       92,250
                                                                                                      
     *Information Management Resources, Inc., Clearwater, FL-A leading provider of application
      software outsourcing and year 2000 services worldwide                                                    500,000   18,250,000
                                                                                                       
     *INTERSOLV, Inc., 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                                                            220,000    3,932,500
                                                                                                       
     *Landmark Systems Corp., Vienna, VA-Recognized leader in performance management                        
      software for both mainframe and client/server computing environments                                     530,000    4,968,750
                                                                                                       
     *Mastech Corporation, Oakdale, PA-Provides information technology services worldwide                      125,000    4,664,063
                                                                                                       
     *Mercury Interactive Corp., Sunnyvale, CA-A developer and marketer of client/server testing            
      and quality assurance software                                                                           110,000    3,217,500
                                                                                                       
     *Micro Focus Group plc ADS, Newbury Berkshire, UK-Develops and markets software tools                      40,000    1,820,000
                                                                                                       
     *Phoenix Tech Ltd., San Jose, CA-The world's largest supplier of standards-based compatibility         
      software to the PC industry                                                                              185,000    2,220,000
                                                                                                       
     *Radisys Corp., Hillsboro, OR-Designs and produces embedded computer solutions used by OEMs            
      in various automation equipment industries                                                                85,000    2,975,000
                                                                                                       
     *SCB Computer Technology Inc., Memphis, TN-Provides information technology management                        
      technical services, including systems consulting services, outsourcing, professional staffing services,      
      telecommunications consulting and year 2000 consulting                                                    15,400      257,950
                                                                                                             
     *Smallworldwide plc ADS, Cambridge, UK-Develops, markets and supports client/server                          
      software for the spatial design, engineering and management of complex physical networks                  85,000    2,018,750
                                                                                                          
     *The Learning Company, Inc., Cambridge, MA-A leading provider of consumer software                        400,000    6,200,000
                                                                                                          
     *Topro, Inc., Denver, CO-A systems integrator that provides software applications,                     
      system design and configuration in the manufacturing process control industry                            315,000    1,890,000
</TABLE>


                                                                               5
<PAGE>

      Statement of Net Assets
      January 31, 1998
<TABLE>
<CAPTION>
      Investments                                                                                             Shares   Market Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                          <C>        <C>  
     *Viasoft Inc., Phoenix, AZ-Provides business solutions, consisting of integrated technology and
      specialized professional consulting services                                                              60,000  $ 1,811,250

      Total                                                                                                             102,098,301
- ------------------------------------------------------------------------------------------------------------------------===========
Consumer Products 7.65%

     *Advanced Lighting Technologies, Inc., Twinsburg, OH-Designs, markets and manufactures metal
      halide lighting products, including lamps, lamp components and lamp production equipment                 150,000    3,506,250
                                                                                                          
     *Armor Holdings, Inc., Jacksonville, FL-Worldwide manufacturer and distributor of products and         
      services for the law enforcement, military and security markets                                          385,000    4,138,750
                                                                                                         
     *Beringer Wine Estates Holdings, Inc., Class B, St. Helena, CA-Produces California varietal            
      table wines                                                                                               40,000    1,615,000
                                                                                                          
     *Dreyer's Grand Ice Cream, Inc., Oakland, CA-Ice cream manufacturer and distributor                       200,000    4,600,000
                                                                                                          
    *+Kroll-O'Gara Company, Fairfield, OH-A leading provider of vehicle armoring systems for               
      military, commercial and governmental clients worldwide                                                  385,000    6,569,062
                                                                                                          
      Matthews International Corp., Class A, Pittsburgh, PA-A leading designer, manufacturer and             
      marketer of custom-made identification products                                                          175,000    7,492,187
                                                                                                             
     *Net.Bank Inc., Atlanta, GA-Provider of banking services over the Internet                                 65,000      966,875
                                                                                                             
     *Northland Cranberries Inc. Class A, Wisconsin Rapids, WI-Grows cranberries through its properties     
      in central and northern Wisconsin and Massachusetts, and manufactures and markets a branded            
      line of juice products                                                                                   108,000    1,458,000
                                                                                                                   
     *Polymer Group Inc., North Charleston, SC-Major global manufacturer of non-woven materials                 71,800      713,513
                                                                                                             
     *Robert Mondavi Corp. Class A, Oakdale, CA-Provides and markets wines                                      60,000    2,171,250
                                                                                                             
     *Rock of Ages Corp., Graniteville, VT-An integrated granite quarrier, manufacturer and distributor         31,000      488,250
                                                                                                            
     *Security First Network Bank, Atlanta, GA-An FDIC-insured financial institution that executes
      traditional banking services over the Internet                                                           365,000    3,672,813
                                                                                                            
     *Steiner Leisure, Ltd., Nassau, Bahamas-Provides spa services aboard criuse ships worldwide                75,000    2,343,750
                                                                                                            
      The Marquee Group Inc., New York, NY-Provides comprehensive management, marketing,                    
      sales, consulting and production services to sports and entertainment-related businesses, events,     
      athletes, broadcasters, journalists and executives                                                       200,000      887,500
                                                                                                            
      The York Group, Inc., Houston, TX-Manufactures metal and hardwood caskets and casket                  
      components                                                                                                75,000    1,706,250
                                                                                                            
      Total                                                                                                              42,329,450
- ------------------------------------------------------------------------------------------------------------------------===========
Data Processing Equipment
and Components 1.46%
      
     *Advanced Digital Information Corp., Redmond, WA-A leading provider of automated data
      libraries for computer network and workstation markets                                                    68,800    1,191,100
      
     *Ampex Corp., Class A, Redwood City, CA-A leading innovator in the fields of magnetic
      recording image processing and high-performance digital storage                                          870,000    2,664,375
      
     *Micros Systems Inc., Beltsville, MD-Designs, manufactures and markets point-of-sale electronic
      information systems and related peripheral equipment and software                                         70,000    3,683,750
      
      Storage Computer Corp., Nashua, NH-A leading worldwide provider of high-performance
      storage systems                                                                                           65,000      520,000
      
      Total                                                                                                               8,059,225
- ------------------------------------------------------------------------------------------------------------------------===========
Drugs/Pharmaceuticals 1.21%
      
     *ICOS Corporation, Bothell, VA-A bio-pharmaceutical company that develops medications for the
      treatment of chronic inflammatory diseases                                                               123,500    1,983,719
                                                                                                                        
     *Kos Pharmaceuticals, Inc., Miami, FL-Develops prescription pharmaceutical products for the                       
      treatment of certain chronic cardiovascular and respiratory diseases                                     390,000    4,728,750
                                                                                                                        
      Total                                                                                                               6,712,469
- ------------------------------------------------------------------------------------------------------------------------===========
Electronic Components 7.94%                                                                                       
                                                                                                                        
     *ADFlex Solutions, Inc., Chandler, AZ-A leading supplier of flexible circuits                            165,000     2,722,500
                                                                                                                        
     *Altron Inc., Wilmington, MA-A manufacturer of electronic interconnect products employing                         
      printed circuit technology                                                                               169,500    2,341,219
                                                                                                                        
      Analogic Corp., Peabody, MA-A leading manufacturer of high precision medical and industrial,                      
      diagnostic and measurement instruments and equipment                                                      60,000    2,160,000
                                                                                                                        
     *Ault Inc., Minneapolis, MN-The largest independent manufacturer of external power                                
      conversion products                                                                                      180,000    1,023,750
                                                                                                                        
     *Chicago Miniature Lamp, Inc., Canton, MA-Manufactures and distributes a variety                                  
      of miniature lighting products                                                                            90,400    3,435,200
                                                                                                                  
     *Computer Products, Inc., Boca Raton, FL-A manufacturer of power supplies and                                     
      measurement control systems for industrial equipment                                                     380,000    9,167,500
                                                                                                                              
      Dallas Semiconductor Corporation, Dallas, TX-Develops, manufactures and markets                                         
      complementary metal oxide silicon integrated circuits and semiconductor-based subsystems                  66,200    3,127,950
      
     *Merix Corp., Forest Grove, OR-Manufacturer of interconnect solutions for use in sophisticated
      electronic equipment                                                                                      65,000      893,750
</TABLE>


6
<PAGE>

      Statement of Net Assets
      January 31, 1998
<TABLE>
<CAPTION>
      Investments                                                                                             Shares   Market Value
===================================================================================================================================
<S>                                                                                                          <C>        <C>  
      Molex, Inc. Class A, Lisle, IL-Designs, manufactures and distributes electrical and electronic devices   200,390  $ 5,285,286
                                                                                                           
     *PMC-Sierra Inc., San Jose, CA-Supplies integrated circuits for the PC and communications markets          50,000    1,700,000
                                                                                                               
      Technitrol Inc., Trevose, PA-A worldwide manufacturer of electronic components, electrical               
      contacts and assemblies, thermostatic and clad-metal materials and components and related items          375,000   12,070,312
                                                                                                               
      Total                                                                                                              43,927,467
- ------------------------------------------------------------------------------------------------------------------------===========
Electronics 3.78%
      
     *Plantronics, Inc., Santa Cruz, CA-Leading supplier of communication headset products and
      services to users and providers worldwide                                                                524,000   20,894,500
- ------------------------------------------------------------------------------------------------------------------------===========
Energy 11.74%

     *American Oilfield Divers Inc., Houston, TX-Provides subsea services and related products to the
      oil and gas industries                                                                                   255,000    2,868,750
                                                                                                                         
     *Core Laboratories N.V., Amsterdam, The Netherlands-A provider of petroleum reservoir                              
      analysis and environmental testing                                                                       328,000    6,478,000
                                                                                                                         
     *Dailey International Inc., Conroe, TX-Provides directional drilling services and designs,                         
      manufactures and rents technologically-advanced downhole tools for oil and gas drilling and                        
      workover applications                                                                                    275,000    2,182,812
                                                                                                                         
     *Dawson Geophysical Co., Midland, TX-A provider of seismic data services to oil and gas drillers          170,000    2,677,500
                                                                                                                         
     *Dawson Production Services, Inc., San Antonio, TX-Provides a range of workover, liquid and                        
      production services for oil and gas wells in Texas and Louisiana                                         377,600    5,003,200
                                                                                                                         
    *+Edge Petroleum Corp., Houston, TX-An oil and gas exploration company                                     530,700    5,804,531
                                                                                                                         
     *Friede Goldman International Inc., Jackson, MS-An oilfield services provider primarily to                         
      offshore contractors that drill for oil and gas companies throughout the world                           110,000    3,018,125
                                                                                                                              
     *Gulf Island Fabrication Inc., Houma, LA-Designs offshore drilling and production platforms
      used in the development and production of offshore oil and gas reserves                                  110,000    2,303,125
      
     *Harken Energy Corp., Irving, TX-An oil and gas exploration and production company that
      explores for and conducts production activities in the Four Corners area of the southwest              1,122,200    7,574,850
                                                                                                                        
     *Mallon Resources Corp., Denver, CO-A Denver-based oil and gas exploration and                                     
      production company with operations primarily in the Delaware and San Juan Basins of New Mexico           100,000      787,500
                                                                                                                        
     *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                         40,000    1,465,000
                                                                                                                        
     *OYO Geospace Corporation, Houston, TX-Designs, manufactures and markets on a worldwide                            
      basis instruments and equipment used by the oil and gas industry in the acquisition and                           
      processing of seismic data                                                                                52,000      929,500
                                                                                                                       
     *Seitel Inc., Houston, TX-An operator of a seismic database and a provider of corollary
      geophysical services to the petroleum industry                                                           200,000    2,787,500
                                                                                                              
     *Stone Energy Corp., Lafayette, LA-An independent oil and gas company that acquires                      
      and exploits oil and gas producing properties located primarily in the Gulf Coast Basin                  120,000    3,885,000
                                                                                                              
     *Superior Energy Services, Inc., Belle Chasse, LA-Provider of oilfield products and services in          
      the Gulf of Mexico                                                                                       385,000    3,080,000
                                                                                                              
     *Trico Marine Services Inc., Houma, LA-Provides a broad range of marine support services to              
      companies in the oil and gas industry conducting offshore exploration, production and                   
      construction operations                                                                                  235,000    3,906,875
                                                                                                            
     *Veritas DGC Inc., Houston, TX-Provides seismic data acquistion and processing services on a
      worldwide basis to the petroleum industry                                                                 46,000    1,699,125
      
      Vintage Petroleum Inc., Tulsa, OK-Independent energy company engaged in the exploitation
      and development of oil and gas properties                                                                482,000    8,495,250
      
      Total                                                                                                              64,946,643
- ------------------------------------------------------------------------------------------------------------------------===========
Environmental Services 
and Equipment .36%           
      
      Met-Pro Corp., Harleysville, PA-A manufacturer of environmental treatment systems, specialty
      pumps and filtration equipment                                                                           128,340    1,989,270
- ------------------------------------------------------------------------------------------------------------------------===========
Industrial and
Capital Goods 2.65%
      
     *Flow International Corp., Kent, WA-Designs, manufactures and sells ultra-high pressure
      waterjets for cutting metallic and non-metallic materials                                                160,000    1,560,000
                                                                                                              
      JLG Industries, Inc., McConnellsburg, PA-A leading manufacturer of self-propelled aerial                
      work platforms                                                                                           255,000    3,426,563
                                                                                                     
      Kuhlman Corp., Savannah, GA-Manufactures electrical and industrial products                               60,000    2,392,500
                                                                                                         
     *Park-Ohio Industries, Inc., Cleveland, OH-Manufactures plastic containers for food products and    
      industrial products for the airline, automotive, rail and trucking industries                            280,000    4,830,000
                                                                                                         
     *Superior Services Inc., West Allis, WI-Provides solid waste collection, transfer, recycling and    
      disposal to customers primarily in Wisconsin and parts of Minnesota, Illinois and Michigan                30,000      798,750
                                                                                                         
     *UTILX Corporation, Kent, WA-Installs, replaces and renovates underground utilities with            
      "Flowmole," "Revalt" and "CableCure" services                                                            250,000    1,671,875
                                                                                                         
      Total                                                                                                              14,679,688
      ------------------------------------------------------------------------------------------------------------------===========
</TABLE>


                                                                               7
<PAGE>

      Statement of Net Assets
      January 31, 1998
<TABLE>
<CAPTION>
      Investments                                                                                             Shares   Market Value
===================================================================================================================================
<S>                                                                                                          <C>          <C>  
Measurement and
Control Systems 3.79%

     *Dionex Corp., Sunnyvale, CA-A manufacturer of analytical instruments                                      40,000   $2,200,000
                                                                                                           
      Fluke Corp., Everett, WA-Designs and sells electronic test and measurement instruments               
      and systems                                                                                              148,200    3,445,650
                                                                                                           
     *Identix Inc., Sunnyvale, CA-A leading designer, developer, manufacturer and marketer of products     
      for the capture and comparison of fingerprints for security, anti-fraud, law enforcement and         
      other applications                                                                                       200,000    1,962,500
                                                                                                           
     *In Focus Systems, Inc., Wilsonville, OR-Manufactures and markets liquid crystal displays that        
      allow personal computer information to be displayed on overhead projections                              250,000    8,312,500
                                                                                                           
     *LTX Corp., Westwood, MA-A supplier of linear, digital, mixed-signal and discrete semiconductor       
      test equipment                                                                                           563,000    2,920,563
                                                                                                         
     *Thermedics Detection Inc., Chelmsford, MA-Develops, manufactures and markets high-speed
      systems used for product quality assurance in a variety of industrial processes                           98,900      853,012
      
      X-Rite, Inc., Grandville, MI-A developer, manufacturer and marketer of instruments for color
      measurement and control                                                                                   82,500    1,278,750
      
      Total                                                                                                              20,972,975
- ------------------------------------------------------------------------------------------------------------------------===========
Medical/Health Care 6.54%
      
      Arrow International, Inc., Reading, PA-Supplies disposable catheters and related clinical products       120,000    4,560,000
                                                                                                            
     *ATS Medical Inc., Minneapolis, MN-Manufactures and markets a pyrolytic carbon bileaflet               
      mechanical heart valve                                                                                   300,000    1,856,250
                                                                                                            
     *Hologic, Inc., Waltham, MA-Manufacturer of x-ray systems                                                 415,000    8,040,625
                                                                                                            
      Life Technologies, Inc., Gaithersburg, MD-A supplier of products for life science research and        
      biotechnology manufacturing                                                                              135,000    4,387,500
                                                                                                            
     *Maxxim Medical Inc., Sugarland, TX-Develops, manufactures and distributes physical therapy            
      equipment and disposable hospital products                                                               259,000    5,892,250
                                                                                                            
     *Orthofix International N.V., New York, NY-International corporation that develops innovative          
      products in the medical device market; a leading producer of external fixation devices, limb          
      lengthening and bone reconstruction equipment                                                            267,200    3,273,200
                                                                                                           
     *Ostex International Inc., Seattle, WA-Develops products used in the diagnosis of osteoporosis,
      osteoarthritis and other skeletal diseases caused by the breakdown of bone, cartilage and other
      connective tissue                                                                                        310,000      799,219
      
     *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                                              210,000    3,701,250
      
     *Protocol Systems Inc., Beaverton, OR-Designs, manufactures and markets patient monitoring
      instruments and systems                                                                                  307,400    2,651,325
      
     *Thermedics Inc., Waltham, MA-Develops, manufactures and markets explosive and
      drug-detection devices, product quality assurance systems and other biomedical products                   65,000      991,250
      
      Total                                                                                                              36,152,869
- ------------------------------------------------------------------------------------------------------------------------===========
Medical Services 4.47%

     *Counsel Corp., Toronto, Canada-A management and business development company that
      operates within the health and real estate sectors                                                       350,000    4,878,125
      
    *+Health Care Service Group, Inc., Huntingdon Valley, PA-Provides operational services to
      nursing home and retirement complexes                                                                    418,900    5,864,600
      
      Hooper Holmes, Inc., Basking Ridge, NJ-Provider of health information to the insurance industry          460,000    6,670,000
      
     *Horizon Health Corp., Denton, TX-A manager of mental health programs for general acute
      care hospitals in the U.S.                                                                               255,000    5,418,750
      
     *Matria Healthcare Inc., Marietta, GA-Provides obstetrical homecare and maternity management
      services to HMOs, indemnity carriers and employers                                                       200,000      975,000
      
     *Ovid Technologies Inc., New York, NY-Provides electronic information retrieval services to the
      biomedical, healthcare and academic markets                                                                8,500       88,187
      
     *Physician Computer Network, Inc., Morris Plains, NJ-Develops and markets highly functional
      practice management and clerical information software products for physician practices                   200,000      825,000
      
      Total                                                                                                              24,719,662
- ------------------------------------------------------------------------------------------------------------------------===========
Miscellaneous 1.35%
      
     *Catellus Development Corp., San Francisco, CA-An owner, developer and manager of real
      estate assets                                                                                            300,000    5,681,250
                                                                                                            
      Crossmann Communities Inc., Indianapolis, MN-Single-family home builders in the midwest                   76,000    1,786,000
                                                                                                            
      Total                                                                                                               7,467,250
      ------------------------------------------------------------------------------------------------------------------===========
</TABLE>


8
<PAGE>

      Statement of Net Assets
      January 31, 1998
<TABLE>
<CAPTION>
                                                                                                             Shares or
      Investments                                                                                     Principal Amount  Market Value
====================================================================================================================================
<S>                                                                                                          <C>          <C>  
Retail 9.99%

     *Amazon.Com, Inc., Seattle, WA-Retails books over the Internet                                             30,000   $1,770,000
                                                                                                            
     *Ames Department Stores, Inc., Rocky Hill, CT-The nation's fifth largest discount department           
      store chain, with 303 stores in 14 northeastern states                                                   650,000    9,343,750
                                                                                                            
     *CellStar Corp., Carrollton, TX-An integrated wholesale distributor and retailer of cellular           
      telephones and related products                                                                          475,000    9,440,625
                                                                                                            
     *Kenneth Cole Productions, Inc., New York, NY-Develops, sources and markets a broad range              
      of footware, handbags and accessories                                                                    230,000    3,910,000
                                                                                                        
     *Meadowcraft Inc., Birmingham, IL-Produces and markets casual outdoor furniture and
      wrought iron consumer products under the brand names "Plantation Patterns" and "Salterini"               150,000    1,593,750
      
     *New West Eyeworks, Inc., Tempe, AZ-A specialty retailer of eyeware                                       140,000    1,120,000

     *Play by Play Toys & Novelties, Inc., San Antonio, TX-Designs, develops, markets and distributes
      stuffed toys and sculpted toy pillows based upon its licenses for children's entertainment characters,
      corporate trademarks and non-licensed stuffed toys, including "Play*Faces" toy pillows based on
      Walt Disney, Time Warner's "LOONEY TUNES" and Marvel Entertainment characters                            200,000    3,800,000
      
     *Quiksilver, Inc., Costa Mesa, CA-Designs, arranges manufacture and distributes casualwear,
      snowboardwear and swimwear for young men, boys and juniors under the "Quiksilver" label,
      and junior swimwear and sportswear under the "Raisin" label                                              140,000    4,375,000
      
     *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                   230,000      862,500
      
     *Stage Stores, Inc., Houston, TX-Owns and operates apparel stores primarily in the
      central region of the U.S.                                                                               220,000    8,531,875
      
     *Tarrant Apparel Group, Los Angeles, CA-Designs, merchandises and manufactures casual,
      moderately-priced apparel                                                                                303,500    4,931,875
      
     *Timberland Company, Stratham, NH-Designs, engineers, markets and sells footwear and apparel               60,000    3,495,000
      
     *Toymax International Inc., Plainview, NY-Creates, designs, develops and markets children's
      activity and action toys, including "Creepy Crawlers," "Talking Tina" and "Laser Challenge"              237,200    2,045,850
      
      Total                                                                                                              55,220,225
      ------------------------------------------------------------------------------------------------------------------===========
      Total Investments in Common Stocks (Cost $382,106,656)                                                            527,784,847
===================================================================================================================================
Other Assets, Less Liabilities 4.57%
===================================================================================================================================
Short-Term Investments

      American Express Credit Corp. 5.58% due 2/2/1998                                                         24,000M   24,000,000

      Ford Motor Credit Co. 5.46% due 2/2/1998                                                                  2,000M    2,000,000

      Total Short-Term Investments (Cost $26,000,000)                                                                    26,000,000
- ------------------------------------------------------------------------------------------------------------------------===========
Cash                                                                                                                      1,258,945
- ------------------------------------------------------------------------------------------------------------------------===========
Receivable for:

      Capital stock sold                                                                                                  7,629,891
      Securities sold                                                                                                       905,559
      Dividends                                                                                                              34,225
      Interest                                                                                                                8,050
      Other                                                                                                                   3,989
      Total Other Assets                                                                                                 35,840,659
- ------------------------------------------------------------------------------------------------------------------------===========
Payable for:

      Capital stock reacquired                                                                                              565,098
      Securities purchased                                                                                                9,412,670
      Other                                                                                                                 561,452
      Total Liabilities                                                                                                  10,539,220
- ------------------------------------------------------------------------------------------------------------------------===========
      Total Other Assets, Less Liabilities                                                                               25,301,439
===================================================================================================================================
Net Assets 100.00%                                                                                                     $553,086,286
===================================================================================================================================
      Class A Shares-Net asset value ($456,716,309 / 32,001,170 shares outstanding)                                          $14.27
      Class B Shares-Net asset value ($62,096,754 / 4,397,867 shares outstanding)                                            $14.12
      Class C Shares-Net asset value ($33,622,079 / 2,378,732 shares outstanding)                                            $14.13
      Class P Shares-Net asset value ($647,876 / 45,439 shares outstanding)                                                  $14.26
      Class Y Shares-Net asset value ($3,268 / 229 shares outstanding)                                                       $14.27
</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 unaudited. 
     *Non-income producing.
     +Affiliated company. 
      See Notes to Financial Statements.


                                                                               9
<PAGE>

      Statement of Operations
<TABLE>
<CAPTION>
Investment Income                                                                                       Year Ended January 31, 1998
===================================================================================================================================
<S>                                                                                                        <C>          <C>        
Income
      Dividends                                                                                             $  774,529
      Interest                                                                                                 649,121
      Total income                                                                                                      $ 1,423,650
      -----------------------------------------------------------------------------------------------------------------------------
Expenses   
      Management fee                                                                                         2,325,894
      12b-1 distribution plan-Class A                                                                          998,221
      12b-1 distribution plan-Class B                                                                          244,235
      12b-1 distribution plan-Class C                                                                          138,510
      12b-1 distribution plan-Class P                                                                              203
      Shareholder servicing                                                                                    681,838
      Reports to shareholders                                                                                  138,545
      Directors                                                                                                 15,340
      Registration                                                                                              59,839
      Professional                                                                                              63,181
      Other                                                                                                      8,847
      Total expenses                                                                                                      4,674,653
      -----------------------------------------------------------------------------------------------------------------------------
      Net investment loss                                                                                                (3,251,003)
      -----------------------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain on Investments
===================================================================================================================================
Realized gain from investment transactions

      Proceeds from sales                                                                                  136,214,256

      Cost of investments sold                                                                              87,700,064
      -----------------------------------------------------------------------------------------------------------------------------
      Net realized gain                                                                                     48,514,192
      -----------------------------------------------------------------------------------------------------------------------------
Unrealized appreciation of investments                                                                      36,271,007
===================================================================================================================================
Net realized and unrealized gain on investments                                                                          84,785,199
- -----------------------------------------------------------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations                                                                    $81,534,196
===================================================================================================================================
</TABLE>

      See Notes to Financial Statements.


      Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                                             Year Ended January 31,
Increase (Decrease) in Net Assets                                                                                 1998         1997
===================================================================================================================================
<S>                                                                                                      <C>            <C>         
Operations 
      Net investment loss                                                                                $  (3,251,003) $(1,805,761)

      Net realized gain from investment transactions                                                        48,514,192   41,698,179
                                                                                                 
      Net unrealized appreciation of investments                                                            36,271,007   22,855,477
                                                                                                 
      Net increase in net assets resulting from operations                                                  81,534,196   62,747,895
      -----------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gain from investment transactions:

      Class A                                                                                              (43,360,087) (37,450,454)

      Class B                                                                                               (3,522,191)    (528,216)
                                                                                          
      Class C                                                                                               (2,197,511)    (352,262)
                                                                     
      Total                                                                                                (49,079,789) (38,330,932)
      -----------------------------------------------------------------------------------------------------------------------------

Capital share transactions:

      Net proceeds from sales of shares                                                                    242,730,868  125,237,965

      Net asset value of shares issued in reinvestment of net investment income and realized 
      gain from investment transactions                                                                     46,570,050   36,371,582

      Total                                                                                                289,300,918  161,609,547
      -----------------------------------------------------------------------------------------------------------------------------
      Cost of shares reacquired                                                                            (99,027,207) (53,270,295)
      -----------------------------------------------------------------------------------------------------------------------------
      Increase in net assets derived from capital share transactions                                       190,273,711  108,339,252
      -----------------------------------------------------------------------------------------------------------------------------
Increase in net assets                                                                                     222,728,118  132,756,215
- -----------------------------------------------------------------------------------------------------------------------------------
Net Assets

      Beginning of period                                                                                  330,358,168  197,601,953
      -----------------------------------------------------------------------------------------------------------------------------
      End of period (including net investment loss of $62,806 and $271,837, respectively)                 $553,086,286 $330,358,168
      =============================================================================================================================
</TABLE>

      See Notes to Financial Statements.


10
<PAGE>

      Financial Highlights

<TABLE>
<CAPTION>
                                                                                                                 Class A Shares
                                                                -------------------------------------------------------------------
                                                                                                          Year Ended January 31,
Per Share Operating Performance:                                   1998           1997         1996          1995          1994
===================================================================================================================================
<S>                                                               <C>            <C>          <C>           <C>           <C>   
Net asset value, beginning of year                                $12.80         $11.49       $ 9.58       $10.65        $10.11
- -----------------------------------------------------------------------------------------------------------------------------------
      Income (loss) from investment operations

      Net investment loss                                           (.10)(a)       (.03)        (.02)        (.04)         (.05)
                                                                                                                        
      Net realized and unrealized gain (loss) on investments        3.16           3.12         4.80         (.22)         1.62
                                                                                                                        
      Total from investment operations                              3.06           3.09         4.78         (.26)         1.57
      -----------------------------------------------------------------------------------------------------------------------------
      Distributions from net realized gain                         (1.59)         (1.78)       (2.87)        (.81)        (1.03)
      -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                                      $14.27         $12.80       $11.49       $ 9.58        $10.65
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                                                    24.38%         28.35%       50.22%       (2.74)%       16.41%
===================================================================================================================================
      Ratios to Average Net Assets:

      Expenses                                                      1.06%          1.10%        1.03%        1.31%         1.34%

      Net investment loss                                           (.72)%         (.67)%       (.52)%       (.38)%        (.51)%   
      =============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                      Class B Shares                          Class C Shares
                                                    -----------------------------------      -------------------------------------
                                                      Year Ended      August 1, 1996(d)       Year Ended      August 1, 1996(d)
                                                     January 31,      to January 31,         January 31,      to January 31,
Per Share Operating Performance:                            1998                1997                1998                1997
==================================================================================================================================
<S>                                                     <C>                 <C>                 <C>                 <C>   
Net asset value, beginning of period                      $12.75              $12.14              $12.75              $12.14
- ----------------------------------------------------------------------------------------------------------------------------------
                                                       
      Income (loss) from investment operations         
                                                       
      Net investment loss                                   (.20)(a)            (.05)               (.19)(a)            (.05)
                                                       
      Net realized and unrealized gain on investments       3.14                2.28                3.14                2.28
                                                     
      Total from investment operations                      2.94                2.23                2.95                2.23
      ----------------------------------------------------------------------------------------------------------------------------
      Distributions from net realized gain                 (1.57)              (1.62)              (1.57)              (1.62)
      ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                            $14.12              $12.75              $14.13              $12.75
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                                            23.48%              19.43%(c)           23.55%              19.43%(c)
==================================================================================================================================
      Ratios to Average Net Assets:

      Expenses                                              1.76%                .93%(c)            1.71%                .93%(c)

      Net investment loss                                  (1.39)%              (.73)%(c)          (1.34)%              (.73)%(c)
      ============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                Class P Shares                  Class Y Shares
                                                                            ------------------------   ----------------------------
                                                                            January 5, 1998(d)            December 30, 1997(d)
                                                                                to January 31,                  to January 31,
Per Share Operating Performance:                                                          1998                            1998
====================================================================================================   ============================
<S>                                                                                     <C>                             <C>   
Net asset value, beginning of period                                                    $14.38                          $14.12
- ----------------------------------------------------------------------------------------------------   ----------------------------
      Income (loss) from investment operations

      Net investment loss                                                                 (.01)(a)                          --(a)(e)

      Net realized and unrealized gain (loss) on investments                              (.11)                            .15

      Total from investment operations                                                    (.12)                            .15
      ----------------------------------------------------------------------------------------------   ----------------------------
Net asset value, end of period                                                          $14.26                          $14.27
- ----------------------------------------------------------------------------------------------------   ----------------------------
Total Return(c)                                                                           (.83)%                          1.06%
===================================================================================================================================
      Ratios to Average Net Assets(c):

      Expenses                                                                             .08%                            .06%

      Net investment loss                                                                 (.05)%                          (.02)%
      =============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                                          Year Ended January 31,
Supplemental Data for All Classes:                                        1998         1997        1996         1995        1994
===================================================================================================================================
<S>                                                                   <C>          <C>         <C>          <C>         <C>     
      Net assets, end of year (000)                                   $553,086     $330,358    $197,602     $127,579    $143,693

      Portfolio turnover rate                                           33.60%       42.35%      50.12%       17.57%      16.29%

      Average commissions per share paid on equity transactions         $ .049       $ .046      $ .053     $   .059         n/a
      =============================================================================================================================
</TABLE>

  (a) Calculated using average shares outstanding during the period.
  (b) Total return does not consider the effects of sales loads.
  (c) Not annualized.
  (d) Commencement of offering respective class shares.
  (e) Amount less than $.01.
      See Notes to Financial Statements.


                                                                              11
<PAGE>

Notes to Financial Statements

1. Significant Accounting Policies Lord Abbett Developing Growth Fund, Inc. (the
"Company") is registered under the Investment Company Act of 1940 as a
diversified, open-end management investment company. The financial statements
have been prepared in conformity with generally accepted accounting principles,
which require management to make certain estimates and assumptions at the date
of the financial statements. The following is a summary of the significant
accounting policies followed by the Company: (a) Market value is determined as
follows: 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, or, in
the case of bonds, in the over-the-counter market if, in the judgment 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 bid and asked 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. Short-term securities are valued at amortized cost (which
approximates market value) if the maturity is 60 days or less at the time of
purchase, or market value if the maturity is greater than 60 days. Securities
for which market quotations are not available are valued at fair value under
procedures approved by the Board of Directors. (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.
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). Realized gains and losses from investment transactions are
calculated on the identified cost basis. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. Interest income is recorded
on the accrual basis. Net investment income (other than distribution and service
fees) 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. (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. Management Fee and Other Transactions with Affiliates 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, statistical work and the supervision of the Company's
investment portfolio. The management fee is based on average daily net assets
for each month at the annual rate of 0.75% of the Company's first $100 million
of average daily net assets and 0.50% of such assets over $100 million.

The Company has Rule 12b-1 plans and agreements (the "Class A, Class B, Class C
and Class P Plans") with Lord Abbett Distributor llc ("Distributor"), an
affiliate of Lord Abbett. The Company makes payments to Distributor which
uses or passes on such payments to authorized institutions. Pursuant to the
Class A Plan, the Company pays Distributor (1) an annual service fee of 0.15% of
the average daily net asset value of shares sold prior to June 1, 1990 and 0.25%
of the average daily net asset value of shares sold on or after that date, (2) a
one-time distribution fee of up to 1% on certain qualifying purchases and (3) a
supplemental annual distribution fee of 0.10% of the average daily net asset
value of Class A shares serviced by certain qualifying institutions. The total
Class A Plan rate for the year was equivalent to an annual rate of 0.26% of the
average daily net asset value of the Class A shares. Pursuant to the Class B
Plan, the Company pays Distributor an annual service and distribution fee of
0.25% and 0.75%, respectively, of the average daily net asset value of the Class
B shares. Pursuant to the Class C Plan, the Company pays Distributor (1) a
service fee and a distribution fee, at the time such shares are sold, not to
exceed 0.25% and 0.75%, respectively, of the net asset value of such shares sold
and (2) at each quarter-end after the first anniversary of the sale of such
shares, a service fee and a distribution fee at an annual rate not to exceed
0.25% and 0.75%, respectively, of the average annual net asset value of such
shares outstanding. Pursuant to the Class P Plan, the Company pays Distributor
an annual service and distribution fee of 0.20% and 0.25%, respectively, of the
average daily net asset value of the Class P shares. Class Y does not have a
Plan.

Distributor received $427,557 representing payment of commissions on sales of
Class A shares after deducting $2,768,167 allowed to authorized distributors as
concessions. Certain of the Company's officers and directors have an interest in
Lord Abbett.

3. Distributions Net realized gain from investment transactions is distributed
to shareholders annually. Accumulated undistributed net realized gain at January
31, 1998 for financial reporting purposes aggregated $1,405,805.

Distributions from net realized gains declared on February 9, 1998 were as
follows:

                  Rate per                                           Aggregate
Class                Share                                              Amount
- --------------------------------------------------------------------------------
A                    $.048                                          $1,560,145
B                    $.026                                          $  118,251
C                    $.026                                          $   65,140
P                    $.048                                          $    2,871
Y                    $.048                                          $       11
- --------------------------------------------------------------------------------

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 capital gains amounts in accordance with generally
accepted accounting principles.

4. Capital The Company has authorized 1 billion shares of $.001 par value
capital stock designated as follows: Class A-895 million shares, Class B-20
million shares, Class C-25 million shares, Class P-30 million shares and Class
Y-30 million shares. Paid in capital amounted to $406,065,096 at January 31,
1998. Transactions in shares of capital stock were as follows:

<TABLE>
<CAPTION>
                                                     Year Ended                     Year Ended
                                               January 31, 1998               January 31, 1997
                                 ------------------------------   ----------------------------
Class A                               Shares             Amount           Shares        Amount
- ---------------------------------------------------------------   ----------------------------
<S>                               <C>             <C>               <C>          <C>          
Sales of shares                   10,892,536      $ 154,647,991     8,862,837    $ 114,151,161
Shares issued to
shareholders in
reinvestment of
realized gains
from investment
transactions                       2,945,604       41,100,136       2,999,455       35,526,973
Total                             13,838,140      195,748,127      11,862,292      149,678,134
- ----------------------------------------------------------------------------------------------
Shares reacquired                 (6,740,126)     (91,616,719)     (4,153,205)     (52,746,393)

Increase in shares                 7,098,014    $ 104,131,408       7,709,087     $ 96,931,741
- ----------------------------------------------------------------------------------------------
</TABLE>

                                                                  August 1, 1996
                                                               (Commencement of
                                          Year Ended    offering Class B shares)
                                    January 31, 1998        to January 31, 1997
                           -------------------------    ------------------------
Class B                       Shares          Amount      Shares         Amount
- ----------------------------------------------------    ------------------------
Sales of shares            3,871,210    $ 56,300,946     548,162    $ 6,897,730
Shares issued to
shareholders in
reinvestment of
realized gains
from investment
transactions                 239,708       3,352,716      43,297        511,339
Total                      4,110,918      59,653,662     591,459      7,409,069
- --------------------------------------------------------------------------------
Shares reacquired           (274,101)     (3,816,832)    (30,409)      (389,040)
Increase in shares         3,836,817    $ 55,836,830     561,050    $ 7,020,029
- --------------------------------------------------------------------------------


12
<PAGE>

Notes to Financial Statements

                                                                 August 1, 1996
                                                               (Commencement of
                                          Year Ended    offering Class C shares)
                                    January 31, 1998        to January 31, 1997
                           --------------------------  -------------------------
Class C                       Shares          Amount      Shares         Amount
- -----------------------------------------------------  -------------------------
Sales of shares            2,131,700    $ 31,125,282     330,830    $ 4,189,074
Shares issued to
shareholders in
reinvestment of
realized gains
from investment
transactions                 151,286       2,117,198      28,220        333,270
Total                      2,282,986      33,242,480     359,050      4,522,344
- -----------------------------------------------------  -------------------------
Shares reacquired           (252,520)     (3,593,656)    (10,784)      (134,862)
Increase in shares         2,030,466    $ 29,648,824     348,266    $ 4,387,482
- -----------------------------------------------------  -------------------------

                                      Class P Shares             Class Y Shares
                           --------------------------  -------------------------
                                     January 5, 1998          December 30, 1997
                                    (Commencement of           (Commencement of
                             offering Class P shares)   offering Class Y shares)
                                 to January 31, 1998        to January 31, 1998
                           --------------------------  -------------------------
                                Shares        Amount       Shares        Amount
- -----------------------------------------------------  -------------------------
Sales of shares                 45,439      $653,411          229        $3,238
                                                             
Increase in shares              45,439      $653,411          229        $3,238
- -----------------------------------------------------  -------------------------

5. Purchases and Sales of Securities Purchases and sales of investment
securities (other than short-term investments) aggregated $253,798,249 and
$136,214,256, respectively. As of January 31, 1998, net unrealized appreciation
for federal income tax purposes aggregated $145,678,191, of which $180,185,196
related to appreciated securities and $34,507,005 related to depreciated
securities. For federal income tax purposes, the identified cost of investments
owned at January 31, 1998 was substantially the same as the cost for financial
reporting purposes.

6. Transactions with Affiliated Companies An affiliated company is a company in
which the Fund has ownership of at least 5% of the voting securities of the
underlying issuer. Transactions during the period with companies which are
affiliates are as follows:

                                 Balance of                          
                                Shares Held             Gross             Gross
Affiliates                    Jan. 31, 1997         Purchases             Sales
- --------------------------------------------------------------------------------
Alphanet Solutions, Inc.            240,000           215,000                 -
Edge Petroleum Corp.                      -           530,700                 -
Health Care Service                                                  
Group, Inc.                         288,900           130,000                 -
Kroll-O'Gara Company                235,000           150,000                 -
- --------------------------------------------------------------------------------
                                                                     
                                 Balance of                     Dividend Income
                                Shares Held             Value   Feb. 1, 1997 to
Affiliates                     Jan. 31,1998     Jan. 31, 1998      Jan 31, 1998
- --------------------------------------------------------------------------------
Alphanet Solutions, Inc.            455,000       $ 6,370,000                 -
Edge Petroleum Corp.                530,700         5,804,531                 -
Health Care Service                                                  
Group, Inc.                         418,900         5,864,600                 -
Kroll-O'Gara Company                385,000         6,569,062                 -
- --------------------------------------------------------------------------------
                                                  $24,608,193                 -
                                                  ------------------------------

7. Directors' Remuneration The Directors of the Company 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 net assets of each fund.
Directors' fees payable at January 31, 1998, under a deferred compensation plan,
were $341,000.

8. Line of Credit The Company along with certain other funds managed by Lord
Abbett, have 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 is 0.05% per annum.
There were no loans outstanding pursuant to this Facility at January 31, 1998,
nor was the Facility utilized at any time during the year.


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, 1998, the related statements of
operations and of changes in net assets 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 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, 1998 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, 1998, the results of its operations,
the changes in its net assets and the financial highlights for each of the
periods presented in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
New York, New York
February 25, 1998


Copyright (C) 1998 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.


                                                                              13
<PAGE>

     Investing in the
Lord Abbett
                                 Family of Funds

- --------------------------------------------------------------------------------
Growth
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                                 Income
- -----------------------------------------------------------------------------------------------------------------------
Aggressive     Growth Funds   Growth &          Balanced Fund     Income Funds          Tax-Free        Money
Growth Fund                   Income Funds                                              Income Funds    Market Fund
<S>            <C>            <C>               <C>               <C>                   <C>             <C>
Developing     Alpha Series   Affiliated Fund   Balanced Series   Bond-Debenture        o National      U.S. Government 
Growth Fund                                                       Fund                  o California    Securities      
               Global Fund-   Growth &                                                  o Connecticut   Money Market    
               Equity Series  Income Series                       Global Fund-          o Florida       Fund** +        
                                                                  Income Series         o Georgia       
               International  Research Fund-                                            o Hawaii       
               Series         Large-Cap                           Limited Duration      o Michigan     
                              Series                              U.S. Government       o Minnesota    
               Mid-Cap                                            Securities Series**   o Missouri     
               Value Fund                                                               o New Jersey   
                                                                  U.S. Government       o New York     
               Research Fund-                                     Securities Series**   o Pennsylvania 
               Small-Cap                                                                o Texas        
               Series*                                            World Bond-           o Washington   
                                                                  Debenture Series      
</TABLE>

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

This publication, when used as sales literature, is to be distributed only if
preceded or accompanied by a current prospectus for Lord Abbett Developing
Growth Fund.

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

When you invest in a family of funds, you benefit from:

Diversification. You and your investment professional can diversify your
investments between equity and income funds.

Flexibility. As your investment goals change, your investment professional can
help you reallocate your portfolio.

As an investor in the Lord Abbett Family of Funds, you have access to 30
portfolios designed to meet a variety of investment needs. While you may
reallocate your assets among our funds at any time, we recommend speaking with
your invest-ment professional to help you customize your investment plan.

Numbers to Keep Handy
For Shareholder Account or Statement Inquiries: 800-821-5129

For Literature: 800-874-3733

For More Information: 800-426-1130

Visit Our Web Site:
http://www.lordabbett.com

* Lord Abbett will close Lord Abbett Research Fund-Small-Cap Series to new
  investors on April 9, 1998. For more information, call Lord Abbett Distributor
  LLC at 800-426-1130.

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

+ There can be no assurance that this Fund will be able to maintain a stable net
  asset value of $1.00 per share. This Fund is managed to maintain, and has
  maintained, its stable $1.00 per share price.


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


LORD ABBETT DISTRIBUTOR LLC
- ------------------------------------------------------------          LADG-2-198
The GM Building o 767 Fifth Avenue o New York, NY 10153-0203              (3/98)





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