LORD ABBETT DEVELOPING GROWTH FUND INC /NEW/
N-30D, 2000-04-12
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Lord Abbett

Developing Growth Fund

2000 Annual Report

[GRAPHIC OMITTED]

A portfolio of small companies with large growth potential


[LOGO]

Visit our Web Site and get:
up-to-date  statistics and other useful information at
www.lordabbett.com

<PAGE>
                       Lord Abbett Developing Growth Fund
                                 A Tradition of
                                   Performance



"This fund is a consistently strong performer that limits volatility,  something
that can't be said for too many small-growth offerings."

                                                     Morningstar, August 6, 1999




- --------------------------------------------------------------------------------
Do the Stocks of Small
Companies Have a Place
in Your Portfolio?

                    Just as  there  are  different  types of  investors  -- with
                    unique  goals,  strategies  and time  horizons  -- there are
                    different  types of  securities  to help them  pursue  their
                    objectives.  Look at  equities:  stocks  of large  companies
                    behave   differently   than   stocks  of  small   companies.
                    Year-to-year  volatility is higher for small company stocks,
                    but, as the chart below  illustrates,  small company  stocks
                    have provided  double-digit  average  annual  returns during
                    each of the last six decades.

                    Average Annual Returns During Each Decade(1)
- -------------------------------------------------------------------------------
 [GRAPHIC OMITTED]
          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     15.2%               18.2%
- -------------------------------------------------------------------------------

                    Lord  Abbett  Developing  Growth  Fund  invests in stocks of
                    small,  developing  companies.  These stocks  offer  unusual
                    growth potential and, not surprisingly, entail more investor
                    risk. However, when used as part of a diversified portfolio,
                    small company stocks may provide investors with added growth
                    potential to help them achieve their goals.


                    The average annual rates of total return, 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 12/31/99, were:
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
1 year    30.20%
5 years   26.82%
10 years  18.72%
- --------------------------------------------------------------------------------
Average Annual
Total Returns

                    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)  Used with permission.(C)1999  Ibbotson Associates, Inc.
                         All rights  reserved.  (Certain  portions  of this work
                         were  derived  from  copyrighted   works  of  Roger  G.
                         Ibbotson  and Rex  Sinquefield.)  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, 2000

[PHOTO]
Robert S. Dow
Chairman

February 15, 2000

"We believe we are entering a favorable  environment for small growth companies,
as the economy continues to exhibit signs of steady growth and low inflation."

                                [GRAPHIC OMITTED]

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


Lord  Abbett  Developing  Growth Fund  completed  its fiscal year on January 31,
2000,  with net assets of $2.9 billion.  Below is an overview of  class-specific
data for the period.

                                                       Fiscal Year Ended 1/31/00
- --------------------------------------------------------------------------------

                  Class A      Class B       Class C     Class P       Class Y
- --------------------------------------------------------------------------------
Net asset value    $19.55        $19.09       $19.11       $19.46        $19.70
Capital gains       $0.69         $0.69        $0.69        $0.69         $0.69
Total return*       25.33%        24.55%       24.45%       25.24%        25.88%


The Fund ended its fiscal  year with solid  performance,  as the stocks of small
growth- oriented  companies  rebounded from their difficulties in the early part
of 1999.  Throughout  the  period,  our  investment  team  remained  true to its
investment  strategy,  focusing  on  acquiring  the  stocks  of  well-run  small
companies with strong current earnings and future earnings growth potential. Due
to  capacity  constraints,  and  in  order  to  maintain  the  integrity  of our
investment  philosophy,  the Developing  Growth Fund closed its doors to all new
investors  at the end of business on January 31,  2000.  Current  investors  may
continue to add to existing accounts.

Our investments in technology-related companies significantly contributed to the
Fund's strong performance during the year. In particular, the Fund was helped by
our holdings in technology  outsourcing  companies -- those that help  corporate
America  implement and operate  Internet  businesses and wireless  communication
companies.

Conversely,  stocks of  companies  in the Fund whose  earnings did not meet Wall
Street  expectations did not perform well. Many of these companies were impacted
by business  slowdowns as they were forced to focus on potential  Y2K  problems.
Investors  reacted in the  extreme to any  company  that fell short of  earnings
expectations, causing its stock price to fall sharply.

The strong  performance  of the stocks of small  technology  companies in recent
months  increased our  technology  weighting.  While  valuations  for technology
stocks have reached high levels in some cases,  our research  suggests  that the
demand for  technology  goods and services  warrants  continued  exposure to the
stocks of some of these companies.

We believe we are entering a favorable  environment for small growth  companies,
as the economy  continues to exhibit signs of steady  growth and low  inflation.
Our research  indicates that  substantial  value exists in many of these smaller
companies,  as they currently  offer greater  growth  potential and better value
than the average large company growth stock.

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

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

                                                                               1
<PAGE>


Focus on. . .Performance

The Benefits of Long-Term Investing
Lord Abbett  Developing  Growth Fund has enabled investors to participate in the
growth potential of exciting small companies. During the past 10 years, the Fund
has  significantly  outperformed its benchmarks,  the Russell 2000 Index,(1) and
the Russell 2000 Growth Index.(2)

Growth of a $10,000 Fund Investment: 1/31/90-1/31/00
- -------------------------------------------------------------------------------
[GRAPHIC OMITTED}

          Developing          Russell        Russel 2000
          Growth Fund         2000 Index     Growth Index
1/31/90   $10,000             $10,000        $10,000
1/30/91   $11,466             $ 9,621        $10,074
1/30/92   $16,226             $13,929        $15,016
1/30/93   $15,852             $15,774        $15,190
1/30/94   $18,454             $18,706        $17,461
1/30/95   $17,947             $17,582        $16,257
1/30/96   $26,961             $22,847        $21,566
1/30/97   $34,603             $27,177        $24,799
1/30/98   $43,043             $32,088        $26,961
1/30/99   $49,170             $32,194        $28,905
1/30/00   $61,623             $37,905        $39,213

- -------------------------------------------------------------------------------
The Fund's  results  reflect a Class A share  investment of $10,000 at Net Asset
Value with  dividends and capital gains  reinvested.  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.

(1)  The Russell 2000 Index  measures  small company  stock market  performance,
     does not reflect the deduction of fees or expenses, is unmanaged and is not
     available for direct investment.

(2)  The Russell 2000 Growth Index  measures the  performance  of those  Russell
     2000  companies  with  higher  price-to-book  ratios and higher  forecasted
     growth values,  and does not reflect the deduction of fees or expenses,  is
     unmanaged and is not available for direct investment.

The Fund Versus the Benchmarks
As shown below,  for the last 3- and 5-year periods ended  1/31/00,  Lord Abbett
Developing  Growth Fund outperformed the Russell 2000 Index and the Russell 2000
Growth Index. Both indexes are unmanaged and broadly measure small company stock
performance.  While  historically,  long-term  investors in small company stocks
have been rewarded with strong returns (see charts on inside front cover), there
is no  assurance  of the Fund's  future  performance  or that this  pattern will
continue.

Impressive Total Returns

                               [GRAPHIC OMITTED]

The Fund's total  returns  represent  the percent  change in Net Asset Value for
Class A shares  over the 3- and 5-year  periods  ended  1/31/00  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.


(1)  The Russell 2000 Index  measures  small company  stock market  performance,
     does not reflect the deduction of fees or expenses, is unmanaged and is not
     available for direct investment.

(2)  The Russell 2000 Growth Index  measures the  performance  of those  Russell
     2000  companies  with  higher  price-to-book  ratios and higher  forecasted
     growth values,  and does not reflect the deduction of fees or expenses,  is
     unmanaged and is not available for direct investment.

2

<PAGE>

Focus on. . .Small, Growing Companies

The Fund seeks to invest in companies  that have passed  through their  initial,
formative years and are now in the "developing  growth" phase, as illustrated in
the graph below.  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. However, the stock prices of these companies can fluctuate sharply. That's
why Lord Abbett  Developing  Growth Fund makes sense for  investors  who want to
participate  in the  aggressive  growth  potential  of a  diversified,  actively
managed small company stock portfolio.

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]

*    The Gross  Domestic  Product  or "GDP"  represents  the output of goods and
     services for the U.S. economy. GDP generally grows at a more steady pace as
     compared to companies in the earlier phases of business growth.

A Program of Regular Investment Can Help Promote Small-Cap Peace of Mind

Investing  even a small amount of money on a regular  basis can help you build a
substantial  portfolio over the long term.  While,  historically,  investment in
small  companies  has  provided  investors  with  strong  returns,  you  may  be
uncomfortable  day-to-day with the higher level of price  volatility  associated
with the small-cap market and,  consequently,  with professionally managed small
company stock portfolios such as Lord Abbett Developing Growth Fund.

One solution: a systematic investment plan. "Dollar cost averaging" may help you
better  tolerate the ups and downs of the small company  stock prices.  In fact,
dollar cost averaging may actually make market  volatility work to your benefit.
Using a systematic  investment  plan that  involves a  fixed-dollar  amount each
month, you buy more shares when the price is low and fewer shares when the price
is high,  thereby  reducing the average share price over time as compared with a
single purchase at the higher price.

Periodic  investment  plans do not  always  return a profit  and do not  protect
against losses in a declining  market.  In addition,  since periodic  investment
plans involve  continuous  investment in  securities  regardless of  fluctuating
price levels,  investors  should  consider their  financial  ability to continue
their purchases through periods of low price levels.

For additional  information  regarding the benefits of a regular investment plan
in Lord Abbett Developing Growth Fund, please contact the Lord Abbett Literature
Department at 800-874-3733 and request item number LADG-6-1298 (3/99).

Important Note: Lord Abbett Developing Growth Fund is closed to new investors.

                                                                               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 companies.  Small 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
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 Russell 2000 is an  unmanaged  index that  measures
small company stock market  performance and is widely followed by the investment
community.  Performance  figures for the  unmanaged  Russell 2000 do not reflect
deduction of  transaction  costs or management  fees. An investor  cannot invest
directly in an index, such as the Russell 2000. The Fund issues multiple classes
of  shares  with  distinct  pricing  options.  For a  full  discus  sion  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 3/31/00, this report
must be  accom  panied  by Lord  Abbett's  Performance  Quarterly  for the  most
recently completed calendar quarter.

                               Statement of Net Assets
                               January 31, 2000
<TABLE>
<CAPTION>

                               Investments                                                                  Shares           Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                                           <C>            <C>
Investments in Common Stocks 92.22%
- ------------------------------------------------------------------------------------------------------------------------------------
Advertising .18%              *Cobalt Group, Inc.-Provides Internet marketing
                               and data aggregation services                                                350,000    $   5,162,500
- ----------------------------------------------------------------------------------------------------------------------==============
Aerospace/Defense 1.26%       *Moog, Inc. Class A-Manufactures precision motion control
                               components and systems                                                       250,000        4,921,875

                             +*Orbital Sciences Corp.-A space and information
                               systems company that designs,
                               manufactures, operates and markets a broad range of
                               affordable space-technology products
                               and satellite-based services                                               1,820,350       31,742,353

                               Total                                                                                      36,664,228
- ----------------------------------------------------------------------------------------------------------------------==============
Air Transportation .32%     ++*Frontier Airlines, Inc.-A low-fare, full-service commercial airline          918,000        9,466,875
- ----------------------------------------------------------------------------------------------------------------------==============
Apparel .18%                 +*Cutter & Buck, Inc.-Designs and markets upscale sportswear and outerwear     480,800        5,318,850
- ----------------------------------------------------------------------------------------------------------------------==============
Biotechnology .35%            *Albany Molecular Research-Offers a variety of
                               chemistry research and developmentservices                                   240,000       10,290,000
- ----------------------------------------------------------------------------------------------------------------------==============
Broadcasting .36%             *Salem Communications Class A-A radio broadcasting company                    601,000       10,367,250
- ----------------------------------------------------------------------------------------------------------------------==============
Business Services 11.87%     +*Acxiom Corp.-Provides information management
                               solutions using customer, consumer,and business data                       1,275,000       32,313,281

                              *Aegis Communications Group-Provides inbound and
                               outbound contract telemarketing services to a variety
                               of companies in various industries                                         2,149,900        4,299,800

                              *Butler International, Inc.-Provides skilled engineers and
                               technical personnel on a contract basis                                      462,000        4,764,375

                              *CDI Corp.-A staffing and outsourcing service provider
                               to Fortune 1000 customers                                                    153,800        3,585,462

                             +*Caribiner International, Inc.-International
                               producer of meetings, events, and training programs                          927,500        1,970,938

                              *Diamond Technology Partners, Inc.-Develops
                               digital strategies which leverage information technology                     408,950       33,508,340

                             +*First Consulting Group, Inc.-Provides consulting,
                               integration, and management services                                         400,000        7,350,000

                               G & K Services, Inc. Class A-A lessor of work
                               garments and related textile products                                        345,780        7,628,771

                              *Iron Mountain, Inc.-Records management company                               992,590       32,631,396

                              *Jupiter Communications, Inc.-Provides research on Internet commerce          265,600        6,640,000

                              *Labor Ready, Inc.-Provides temporary workers to the light
                               industrial, construction and small business markets                          607,900        5,053,169

                              *Management Network Group, Inc.-Provides management consulting
                               services to the global telecommunications industry                           100,000        2,387,500

                               McGrath Rentcorp.-A lessor of relocatable modular
                               offices and electronic test equipment                                        419,020        7,018,585

                              *MemberWorks, Inc.-Provides membership service programs                       300,000        8,325,000

                              *Modis Professional Services, Inc.-Provides business services
                               including consulting, outsourcing, outplacement, training
                               and professional staffing services                                         1,200,000       20,850,000

4

<PAGE>

                               Statement of Net Assets
                               January 31, 2000

                               Investments                                                                  Shares           Value
- ------------------------------------------------------------------------------------------------------------------------------------
                              *Multex.com, Inc.-Provides online investment research and
                               information services designed to meet the needs of institutional
                               investors, investment banks, brokerage firms, corporations and
                               individual investors                                                         265,000    $   6,658,125

                              *NFO Worldwide, Inc.-Provides custom and syndicated
                               marketing information services                                             1,104,500       22,573,218

                             +*Neoforma.com, Inc.-Provides business-to-business electronic
                               commerce services to purchasers and sellers of medical
                               products, supplies, and equipment                                             40,000        2,012,500

                              *On Assignment, Inc.-Places professional employees on
                               both long- and short-term assignments through its Lab Support,
                               Healthcare Financial Staffing and Enviro-Staff divisions                     300,000        9,375,000

                              *Pegasus Systems, Inc.-Provides global electronic
                               commerce and transactionprocessing solutions                                 714,465       19,290,555

                             +*Professional Staff plc ADR-An international staffing
                               company specializing in high-level medical placement                         340,000        1,700,000

                              *PurchasePro.com, Inc.-Provides Internet business-to-business
                               electronic commerce services                                                  50,000        4,143,750

                              *RailWorks Corp.-Provides integrated rail system services                     700,000        7,350,000

                              *Reckson Service Industries, Inc.-Identifies, acquires interests in,
                               develops and manages a network of complementary
                               e-commerce and e-services companies                                          100,000        5,168,750

                              *SOS Staffing Services, Inc.-Offers a full range of
                               staffing services through its 87 offices nationwide                          292,670        1,390,183

                             +*Stamps.com, Inc.-Provides a service for purchasing
                               and printing postage over the Internet                                       192,000        6,432,000

                              *Strategic Distribution, Inc.-Provides proprietary
                               industrial supply procurement solutions to industrial sites,
                               primarily through its In-Plant Store program                               1,348,500        2,781,281

                             +*Student Advantage, Inc.-Serves college students through its
                               national fee-based membership program and web site                         1,270,000       22,860,000

                              *Sykes Enterprises, Inc.-Provides information
                               technology outsourcing services                                              351,300        9,726,619

                              *TeleTech Holdings, Inc.-Provides customer care management
                               solutions to Fortune 500 and international companies                       1,850,000       44,515,625

                             +*ebookers.com plc ADR-Offers travel booking services on the Internet           70,000        1,513,750

                               Total                                                                                     345,817,973
- ----------------------------------------------------------------------------------------------------------------------==============
Cable Services .43%           *Cable Design Technologies Corp.-Designs and
                               manufactures specialty electronic data transmission
                               cables and network structured wiring systems                                 550,000       12,650,000
- ----------------------------------------------------------------------------------------------------------------------==============
Capital Goods .74%            *Dionex Corp.-Manufacturer of analytical instruments                           80,000        2,300,000

                              *Flow International Corp.-Designs, manufactures and
                               sells ultra-high-pressure waterjets for cutting
                               metallic and non-metallic materials                                          628,070        6,673,244

                               JLG Industries, Inc.-Leading manufacturer of self-propelled
                               aerial work platforms                                                        307,120        2,572,130

                            ++*LeCroy Corp.-Develops, manufactures and markets
                               principally high-performance digital oscilloscopes
                               and related products                                                         520,500        8,295,469

                              *Park-Ohio Holdings Corp.-Manufactures plastic
                               containers for food products and industrial
                               products for the airline, automotive, rail and
                               trucking industries                                                          172,400        1,605,475

                               Total                                                                                      21,446,318
- ----------------------------------------------------------------------------------------------------------------------==============
Chemicals 1.58%                H. B. Fuller Co.-Manufactures and markets adhesives,
                               sealants, coatings, paints and other
                               specialty chemical products worldwide                                        117,100        7,611,500

                               OM Group, Inc.-Produces metal carbonxylates and metal salts and powders      988,520       37,193,065

                               Polymer Group, Inc.-Major global manufacturer of non-woven materials          71,800        1,220,600

                               Total                                                                                      46,025,165
- ----------------------------------------------------------------------------------------------------------------------==============
Communications Equipment .15%    *Brightpoint, Inc.-Provides worldwide distribution
                               and integrated logistics services to the wireless
                               communications industry                                                       50,000          656,250

                              *EMS Technologies, Inc.-Produces microwave
                               components and subsystems for application in space                           250,000        3,656,250

                               Total                                                                                       4,312,500
- ----------------------------------------------------------------------------------------------------------------------==============
Communications Services 2.52%   +*Clearnet Communications, Inc. Class A-
                               A wireless communications company                                            877,500       34,112,812

                             +*InfoCure Corp.-Provides healthcare practice
                               management software products and services to
                               targeted healthcare practice specialties,
                               as well as larger medical practices                                          392,500       13,001,563

                             +*Netcentives, Inc.-Provides Internet loyalty, direct
                               marketing and promotion products and services used by web sites              125,000        8,531,250

                             +*Netro Corp.-Provides intelligent broadband wireless access systems to
                               communications service providers worldwide                                   125,000        5,375,000

                                                                               5

<PAGE>

                               Statement of Net Assets
                               January 31, 2000

                               Investments                                                                  Shares           Value
- ------------------------------------------------------------------------------------------------------------------------------------
                             +*Xceed, Inc.-An integrated marketing and communications company               350,000   $   12,425,000

                               Total                                                                                      73,445,625
- ----------------------------------------------------------------------------------------------------------------------==============
Computer   Services   5.45%   +++*BrightStar   Information   Technology   Group,
                               Inc.-Provides  implementation  of enterprise
                               resource  planning  (ERP) software
                               systems and enterprise-wide business and technology
                               solutions to Fortune 1000 companies and other large organizations            712,300        7,634,965

                              *CIBER, Inc.-Provides management consulting for
                               business technology solutions                                                600,000       13,537,500

                              *Cambridge Technology Partners, Inc.-Provides
                               management consulting and systems integration                              2,600,000       52,162,500

                              *Computer Horizons Corp.-A leading provider of
                               information technology solutions                                             250,000        3,437,500

                              *Mastech Corp.-Provides information technology services worldwide           1,232,510       30,042,431

                              *Renaissance Worldwide, Inc.-Provides integrated
                               business and technology consulting services                                1,390,900        9,214,713

                              *SCB Computer Technology, Inc.-Provides information
                               technology management and technical services                                 541,460        1,489,015

                              *Tanning Technology Corp.-An information technology
                               services provider that architects, builds and deploys
                               enterprise solutions for companies throughout the world                      130,000        5,671,250

                              *Technology Solutions Co.-A provider of consulting and
                               systems integration services                                                 300,000       10,556,250

                              *USWeb Corp.-Provides intranet, extranet and web
                               site solutions and services to medium-sized and large companies              750,940       21,542,591

                             +*Women.com Networks, Inc.-An Internet network
                               dedicated to women, featuring original content, personalized s
                               ervices, community and online shopping                                       275,000        3,489,063

                               Total                                                                                     158,777,778
- ----------------------------------------------------------------------------------------------------------------------==============
Computer: Hardware 1.40%      *In Focus Systems, Inc.-Manufactures and markets
                               displays that allow personal computer information to
                               be displayed on overhead projectors                                          534,880       13,271,710

                              *Insight Enterprises, Inc.-A direct marketer of
                               microcomputers, peripherals and software                                     581,980       20,078,310

                            ++*MicroTouch Systems, Inc.-A manufacturer of touch-
                               and pen-sensitive input screens known as touchscreens                        565,000        7,486,250

                               Total                                                                                      40,836,270
- ----------------------------------------------------------------------------------------------------------------------==============
Computer: Software 11.60%    +*Activision, Inc.-Publishes and distributes CD-based
                               and cartridge-based entertainment software                                   675,550       10,555,469

                              *Aspect Development, Inc.-Develops, markets and supports
                               enterprise client/server software and reference data products                172,400       11,550,800

                              *Aspen Technology, Inc.-Supplies software products
                               and services for the analysis, design and
                               automation of process manufacturing facilities                               100,000        3,625,000

                              *Banyan Systems, Inc.-Designs, develops
                               and markets networking, directory and messaging
                               products and services that help people to communicate
                               across enterprise networks, intranets and the Internet                        53,000        1,215,316

                            ++*Best Software, Inc.-A leading provider of asset,
                               human resources and payroll management
                               software solutions for middle-market businesses                              702,100       24,266,331

                              *Brio Technology, Inc.-Designs, develops, markets and
                               supports software products that enable
                               organizations to rapidly implement enterprise
                               business intelligence solutions                                               50,000        1,600,000

                              *Broadbase Software, Inc.-Provides customer-centric
                               analytic solutions                                                            62,500        5,507,812

                            ++*Caere Corp.-A world leader in optical character
                               recognition technology and a leading developer
                               of desktop forms processing and document management products                 750,000        6,562,500

                              *CheckFree Holdings Corp.-Provides electronic
                               commerce services, financial application software
                               and related products                                                          73,200        4,318,800

                              *Complete Business Solutions, Inc.-A leading provider
                               of information technology services to large and
                               mid-size organizations                                                       300,000        6,075,000

                             +*CyberSource Corp.-Develops and provides real-time
                               e-commerce transaction services                                              130,000        4,566,250

                             +*Cyberonics, Inc.-Develops and provides real-time e-commerce
                               transaction services                                                         300,000        6,900,000

                             +*Daleen Technologies, Inc.-Provides next-generation
                               billing and customer care software                                           350,000        6,693,750

                             +*Dendrite International, Inc.-Supplies sales force software products          450,000       13,275,000

                              *Exchange Applications, Inc.-Provides customer
                               optimization software and solutions                                          210,000       18,322,500

                              *Extensity, Inc.-Provides Internet-based software
                               applications designed to improve the productivity
                               of employees across an enterprise and to enhance
                               enterprise operating efficiency                                                7,400          428,275

                              *IMRglobal Corp.-A leading provider of application
                               software outsourcing and Year 2000 services worldwide                        775,070        6,975,630

6

<PAGE>
                               Statement of Net Assets
                               January 31, 2000

                               Investments                                                                  Shares           Value
- ------------------------------------------------------------------------------------------------------------------------------------
                            ++*Landmark Systems Corp.-Manufactures software
                               products which allow corporate customers to improve the
                               performance of their computer system and keep critical
                               business applications working at peak efficiencies                           945,000    $   7,500,937

                             +*Lionbridge Technologies, Inc.-Provides globalization
                               and multi-lingual Internet services to technology companies worldwide        480,000        9,480,000

                             +*NVIDIA Corp.-Designs, develops and markets three
                               dimensional (3D) graphics processors and related software                    620,000       22,978,750

                               National Computer Systems, Inc.-Provides software, services and systems      729,200       24,975,100

                              *National Instruments Corp.-Supplies computer-based
                               instrumentation hardware and software products                               425,000       16,176,563

                              *Optio Software, Inc.-Provides products and services
                               that help organizations make the transition from paper-intensive
                               commerce to electronic business, or eBusiness                                150,000        2,484,375

                              *Phoenix Technologies Ltd.-The world's largest
                               supplier of standards-based compatibility
                               software to the personal computer industry                                   521,700       10,760,063

                              *Primus Knowledge Solutions, Inc.-Provides web-based
                               problem resolution software for customer support                             205,500       15,399,656

                              *Project Software & Development, Inc.-Develops,
                               markets and supports enterprise asset maintenance software
                               used by businesses, government agencies and other organizations              193,400        9,138,150

                              *RAVISENT Technologies, Inc.-Designs, develops, licenses
                               and markets modular software solutions                                       456,100       14,196,113

                            ++*RadiSys Corp.-Designs and produces embedded computer solutions               937,720       38,212,090

                             +*THQ, Inc.-Develops, publishes and distributes interactive
                               entertainment software                                                       500,000       10,375,000

                             +*Transaction Systems Architects, Inc. Class A-Develops,
                               markets and supports software products for the
                               global electronics funds transfer market                                     600,000       12,900,000

                              *eCollege.com, Inc.-Provides technology and
                               services that enable colleges and universities to offer an
                               online environment for distance and on-campus learning                       650,000        6,743,750

                              *iManage, Inc.-Provides content and collaboration management software         160,000        4,080,000

                               Total                                                                                     337,838,980
- ----------------------------------------------------------------------------------------------------------------------==============
Construction/                 *Catellus Development Corp.-An owner, developer
Home Building .44%             and manager of real estate assets                                            300,000        3,750,000

                              *Crossmann Communities, Inc.-Single-family home builders in the Midwest       559,280        9,088,300

                               Total                                                                                      12,838,300
- ----------------------------------------------------------------------------------------------------------------------==============
Consumer Products 2.85%       *Alloy Online, Inc.-An Internet destination, provides
                               community, content and commerce to boys and girls between
                               the ages of 10 and 24                                                        475,000        7,481,250

                               Dreyer's Grand Ice Cream, Inc.-Ice cream manufacturer and distributor        232,400        3,515,050

                               Educational Development Corp.-A marketer of non-fiction,
                               instructional children's books for retail trade outlets,
                               home party plans, and public and school libraries                            133,000          432,250

                              *Horizon Organic Holding Corp.-Produces, processes
                               and markets a line of organic dairy products                                 428,520       3,910,245

                               Matthews International Corp.-A leading designer,
                               manufacturer and marketer of custom-made
                               identification products                                                      450,000       10,462,500

                              *Meade Instruments Corp.-Designs and manufactures
                               telescopes and accessories for
                               amateur astronomers of all skill levels                                      250,000        7,296,875

                              +Northland Cranberries, Inc. Class A-Grows cranberries
                               on its properties in central and northern Wisconsin and
                               Massachusetts, and manufactures and markets a
                               branded line of juice products                                               573,000        3,652,875

                              *Smithfield Foods, Inc.-A leading hog producer,
                               pork processor and fresh pork and processed
                               meats marketer                                                               370,000        6,775,625

                              *Twinlab Corp.-A leading manufacturer of
                               brand name nutritional supplements                                           670,000        5,234,375

                              *U.S.A. Floral Products, Inc.-Imports and
                               distributes perishable floral products                                        12,440           24,491

                             +*Whole Foods Market, Inc.-Owns and operates a chain
                               of 87 natural food supermarkets in
                               19 states and the District of Columbia                                       744,600       34,251,600

                               Total                                                                                      83,037,136
- ----------------------------------------------------------------------------------------------------------------------==============
Data Processing Equipment     *Advanced Digital Information Corp.-A leading provider
&  Components  2.75%           of  automated  data  libraries  for  computer  networks and
                               workstations   and   microelectronic   components
                               for  aerospace  and  medical  applications                                   697,600       34,182,400

                                                                               7

<PAGE>

                               Statement of Net Assets
                               January 31, 2000

                               Investments                                                                  Shares           Value
- ------------------------------------------------------------------------------------------------------------------------------------
                              *Ampex Corp. Class A-A leading innovator in the
                               fields of magnetic recording image (MRI)
                               processing and high-performance digital storage                            1,270,000        4,127,500

                              *MICROS Systems, Inc.-Designs, manufactures and
                               markets point-of-sale electronic information
                               systems and related peripheral equipment and software                        716,620   $   41,877,481

                               Total                                                                                      80,187,381
- ----------------------------------------------------------------------------------------------------------------------==============
Drugs 1.85%                  +*Corixa Corp.-Conducts biotechnological research                              350,000        9,931,250

                              *ICOS Corp.-A bio-pharmaceutical company that
                               develops products for chronic and acute diseases                             668,500       23,021,469

                             +*Kos Pharmaceuticals, Inc.-Develops prescription
                               pharmaceutical products primarily for the treatment of
                               chronic cardiovascular and respiratory diseases                              349,680        3,584,220

                              *PathoGenesis Corp.-Develops drugs to treat chronic
                               infectious diseases, primarily lung infections                               782,400       17,408,400

                               Total                                                                                      53,945,339
- ----------------------------------------------------------------------------------------------------------------------==============
Electronics 5.69%            +*American Xtal Technology, Inc.-Uses a proprietary
                               crystal growth technique to produce
                               semiconductor substrates for a variety of electronic
                               and opto-electronic applications                                             385,640        6,049,727

                               Analogic Corp.-A leading manufacturer of
                               high-precision medical and industrial diagnostic
                               and measurement instruments and equipment                                    325,915       11,732,940

                              *Artesyn Technologies, Inc.-A manufacturer of power
                               supplies and measurement control systems for industrial equipment            707,410       12,158,609

                              *Mechanical Technology, Inc.-Manufactures advanced
                               products that combine sensing capabilities with proprietary
                               software to serve a variety of applications for the commercial and
                               military aviation, computer equipment and energy conversion markets          217,500       12,220,781

                             +*SLI, Inc.-Manufactures and distributes a variety of
                               miniature lighting products                                                1,137,450       13,365,038

                              *Sawtek, Inc.-Supplies electronic signal processing components                837,000       52,940,250

                               Technitrol, Inc.-A worldwide manufacturer of electronic
                               components, electrical contacts and assemblies, thermostatic
                               and clad-metal materials and components, and related items                   476,550       20,074,669

                              *Xircom, Inc.-Develops, manufactures, sells and supports
                               communications solutions                                                     752,230       37,094,342

                               Total                                                                                     165,636,356
- ----------------------------------------------------------------------------------------------------------------------==============
Electronics:                   Helix Technology Corp.-Designs, manufactures
Semiconductor .69%             and services products based on cryogenic
                               (ultra-low temperatures) and vacuum technologies                             100,000        4,862,500

                              *Rudolph Technologies, Inc.-Designs, develops,
                               manufactures and supports process control
                               metrology systems used in semiconductor device manufacturing                  80,000        3,560,000

                              *Three-Five Systems, Inc.-Designs and manufactures
                               display modules for use in the end products of original
                               equipment manufacturers                                                      306,666       11,787,474

                               Total                                                                                      20,209,974
- ----------------------------------------------------------------------------------------------------------------------==============
Energy Equipment & Services   *Core Laboratories NV-A provider of petroleum
5.31%                          reserve analysis and environmental testing                                 1,276,710       26,252,349

                            ++*EXCO Resources, Inc.-An independent energy company
                               that acquires, explores and develops natural gas properties                  650,000        4,590,625

                            ++*Edge Petroleum Corp.-An oil and gas exploration company                      550,000        1,993,750

                              *Evergreen Resources, Inc.-Explores, develops, operates
                               and acquires oil and gas properties                                          702,580       15,654,360

                             +*Harken Energy Corp.-An oil and gas exploration
                               and production company                                                     2,400,000        2,400,000

                              *Independent Energy Holdings plc ADR-Generates
                               and markets electricity in the United Kingdom                                884,100       39,950,269

                             +*Louis Dreyfus Natural Gas Corp.-Acquires, develops
                               and explores natural gas and oil properties                                  970,000       17,338,750

                              *Seitel, Inc.-An operator of a seismic database and
                               a provider of corollary geophysical services
                               to the petroleum industry                                                    661,860        5,377,613

                              *Stone Energy Corp.-An independent oil and gas company
                               that acquires and exploits oil- and gas-producing
                               properties located primarily in the Gulf Coast Basin                         400,000       14,900,000

                              *Superior Energy Services, Inc.-A provider of oil
                               field products and services in the Gulf of Mexico                            812,510        5,738,352

                              *TransMontaigne, Inc.-A holding company which operates
                               through its subsidiaries primarily in the Mid-continent
                               and Rocky Mountain regions of the United States                              500,000        2,406,250

                               Vintage Petroleum, Inc.-An independent energy company
                               engaged in the exploitation and development of oil
                               and gas properties                                                         1,399,960       17,936,988

                               Total                                                                                     154,539,306
- ----------------------------------------------------------------------------------------------------------------------==============
Entertainment 1.24%           *American Classic Voyages Co.-Owns and operates United
                               States-flag cruise lines                                                     535,000       15,916,250

                              *Cinar Corp. Class B sub vtg -An integrated entertainment
                               and education company                                                        500,000       12,062,500

8

<PAGE>

                               Statement of Net Assets
                               January 31, 2000

                               Investments                                                                  Shares           Value
- ------------------------------------------------------------------------------------------------------------------------------------
                              *Hollywood.com, Inc.-Operates an Internet movie
                               site with various pages of information such
                               as movie trailers, reviews and showtime listings                             237,500    $   4,453,125

                              *Take-Two Interactive Software, Inc.-Develops,
                               markets, distributes and publishes interactive
                               entertainment software                                                       300,000        3,731,250

                               Total                                                                                      36,163,125
- ----------------------------------------------------------------------------------------------------------------------==============
Environmental Services       +*Eco Soil Systems, Inc.-Develops, markets and sells
 .42%                           proprietary  biological and traditional chemical
                               products that provide solutions
                               for a variety of turf and crop problems
                               in the golf and agricultural  industries                                     700,000        3,215,625

                              *Ionics, Inc.-Develops and manufactures systems
                               and provides related services for water treatment                            300,000        8,887,500

                               Total                                                                                      12,103,125
- ----------------------------------------------------------------------------------------------------------------------==============
Financial Services 4.39%    ++*Federal Agricultural Mortgage Corp. Class C-
                               A federally chartered instrumentality of the U.S.                            625,000       12,226,563

                              +Healthcare Realty Trust, Inc.-A healthcare facility
                               real estate investment trust                                                 320,000        5,720,000

                             +*Net.B@nk, Inc.-Provider of banking services over the Internet                127,270        1,948,822

                             +*S1 Corp.-Provides Internet-based financial services solutions              1,193,540      108,089,966

                               Total                                                                                     127,985,351
- ----------------------------------------------------------------------------------------------------------------------==============
Healthcare Products 4.24%   ++*ATS Medical, Inc.-Manufactures and markets pyrolytic
                               carbon bileaflet mechanical heart valves                                   1,214,610       14,271,667

                              *Advance Paradigm, Inc.-Provides health benefit management services           437,100        8,222,944

                              *Apria Healthcare Group, Inc.-Provides comprehensive
                               home healthcare services                                                   1,104,200       22,084,000

                               Arrow International, Inc.-Supplies disposable
                               catheters and related clinical products                                      676,610       21,524,656

                             +*Biopure Corp.-Develops, manufactures and markets oxygen therapeutics         350,000        9,668,750

                              *Columbia Laboratories, Inc.-An international pharmaceutical company          402,150        3,041,259

                              *Emisphere Technologies, Inc.-Develops technologies
                               which are intended to surmount the obstacles associated with
                               the oral administration of many currently injectable
                               therapeutic agents                                                           150,000        5,681,250

                              *Hanger Orthopedic Group, Inc.-A professional practice
                               management company                                                           933,000        4,198,500

                              *Orthofix International NV-An international
                               corporation which develops innovative products in
                               the medical device market; a leading producer of external
                               fixation devices, limb lengthening and bone
                               reconstruction equipment                                                     607,680        9,267,120

                           +++*SonoSite, Inc.-Designs and develops miniaturized digital
                               ultrasound imaging devices                                                   450,000       14,371,875

                              *SurModics, Inc.-Provides surface modification
                               solutions to the medical device industry                                      70,000        1,977,500

                              *Theragenics Corp.-Produces and sells implantable
                               radiation devices used in the treatment of prostate cancer                   903,540        9,204,814

                               Total                                                                                     123,514,335
- ----------------------------------------------------------------------------------------------------------------------==============
Healthcare Services 1.40%     *Express Scripts, Inc. Class A-Provides pharmacy benefit
                               management to health maintenance organizations                                80,000        4,135,000

                            ++*HealthCare Service Group, Inc.-Provides operational
                               services to nursing home and retirement complexes                            848,350        6,919,355

                               Hooper Holmes, Inc.-Provides health information to
                               the insurance industry                                                       928,180       18,041,498

                            ++*Matria Healthcare, Inc.-Provides obstetrical home
                               healthcare services that assist physicians
                               in the management of high risk pregnancies                                 2,016,000        8,946,000

                              *US Oncology, Inc.-Provides comprehensive management
                               services for oncology                                                        511,800        2,654,963

                               Total                                                                                      40,696,816
- ----------------------------------------------------------------------------------------------------------------------==============
Leisure 1.13%                +*Bally Total Fitness Holding Corp.-Operates fitness
                               centers in the United States and Canada                                      465,000       10,200,938

                              *Championship Auto Racing Teams, Inc.-Owns, operates and
                               sanctions the open-wheel motorsports series in North America                 463,330        9,700,972

                              *Harvey Entertainment Co.-Develops animation and
                               licensing opportunities based on the Harvey Classic characters               152,200          570,750

                              *Iwerks Entertainment, Inc.-A creator of interactive
                               "virtual reality" systems and attractions                                    138,443          294,191

                              *Steiner Leisure Ltd.-Provides spa services aboard cruise ships worldwide     698,990       12,276,012

                               Total                                                                                      33,042,863
- ----------------------------------------------------------------------------------------------------------------------==============
Manufacturing .28%             Westinghouse Air Brake Co.-Provides value-added,
                               technology-based products and services for the rail industry
                               on a worldwide basis                                                         723,577        8,049,794
- ----------------------------------------------------------------------------------------------------------------------==============
Media 2.64%                   *FVC.COM, Inc.-Provides high quality, cost-effective
                               Internet video networking solutions                                          650,000        8,450,000

                                                                               9

<PAGE>
                               Statement of Net Assets
                               January 31, 2000

                               Investments                                                                  Shares           Value
- ------------------------------------------------------------------------------------------------------------------------------------
                             +*NBC Internet, Inc. Class A-A global media company that
                               integrates media platforms, including Internet, broadcast
                               and cable television and radio                                               700,000   $   66,587,500

                             +*Regent Communications, Inc.-A radio broadcasting
                               company that acquires, develops and operates radio stations
                               in small and mid-sized markets                                               150,000        1,762,500

                               Total                                                                                      76,800,000
- ----------------------------------------------------------------------------------------------------------------------==============
Metals & Minerals 1.77%       *Stillwater Mining Co.-Explores for, develops, extracts,
                               processes and refines  platinum,  palladium and associated
                               metals from J-M Reef located in Stillwater and Sweet Grass
                               counties, Montana                                                          1,444,300       51,453,188
- ----------------------------------------------------------------------------------------------------------------------==============
Restaurants .39%              *Buca, Inc.-Owns and operates "Buca di Beppo" restaurants                     300,000        3,637,500

                              *P.F. Chang's China Bistro, Inc.-Owns and operates
                               28 full-service Chinese restaurants                                          300,000        7,650,000

                               Total                                                                                      11,287,500
- ----------------------------------------------------------------------------------------------------------------------==============
Retail 6.25%                  *Ames Department Stores, Inc.-The nation's fifth
                               largest discount department store chain, with 303 stores
                               in 14 Northeastern states                                                    510,000       10,646,250

                             +*Ann Taylor Stores Corp.-Retails women's apparel,
                               shoes and accessories primarily under the Ann Taylor brand name            1,100,000       24,200,000

                             +*Cost Plus, Inc.-Operates 70 retail stores, specializing
                               in the sale of casual home living and entertainment products                 300,045        5,025,754

                              *Gerald Stevens, Inc.-Retails and markets flowers and
                               floral-related merchandise and gifts                                         250,000        1,843,750

                              *Kenneth Cole Productions, Inc. Class A-Develops, sources
                               and markets a broad range of footwear, handbags and accessories              301,590        9,990,169

                              *Pacific Sunwear of California, Inc.-Operates a nationwide
                               mall-based specialty retail chain of stores specializing in
                               casual apparel, footwear and related accessories catering to
                               teenagers and young adults                                                   820,850       24,112,469

                            ++*Quiksilver, Inc.-Designs, arranges, manufactures and
                               distributes casualwear, snowboardwear and swimwear for
                               young men, boys and juniors under the Quiksilver label,
                               and juniors swimwear and sportswear under the Raisin label                 1,353,750       16,414,219

                            ++*Shoe Carnival, Inc.-A retailer of family footwear
                               operating primarily in the Midwestern and
                               Midsouthern regions of the United States                                     753,540        6,098,964

                              *Stage Stores, Inc.-Owns and operates apparel stores
                               primarily in the Central region of the U.S.                                1,302,930        1,547,229

                           +++*Tarrant Apparel Group-Designs, merchandises and
                               manufactures casual apparel                                                  920,040        5,750,250

                             +*The Children's Place-Retails value-priced apparel and
                               accessories for newborn to 12 year-old children                              668,700        9,696,150

                              *The Sirena Apparel Group, Inc.-Designs, manufactures
                               and markets branded and private label swimwear and resortwear
                               for each principal segment of the women's market                             330,000              330

                              *The Timberland Co. Class A-Designs, develops, makes and
                               markets boots, shoes, apparel and accessories                                700,000       25,900,000

                            ++*Tropical Sportswear International Corp.-Produces high
                               quality casual and dressmen's apparel                                        740,000        9,527,500

                              *Tuesday Morning Corp.-A closeout retailer of upscale
                               house furnishings, gifts and related items                                   450,000        6,693,750

                              *Vans, Inc.-Designs, manufactures and distributes casual
                               and active casual footwear and apparel, performance footwear,
                               snowboard boots and snowboarding outerwear                                   666,600        9,249,075

                             +*Wild Oats Markets, Inc.-A natural foods supermarket chain                    600,035        9,900,578

                              *Zany Brainy, Inc.-Retails toys, games, books and
                               multimedia products for children                                             760,000        5,415,000

                               Total                                                                                     182,011,437
- ----------------------------------------------------------------------------------------------------------------------==============
Security Services 1.59%     ++*Armor Holdings, Inc.-Worldwide manufacturer and distributor
                               of products and services for the law enforcement,
                                military and security markets                                             1,190,000       13,238,750

                            ++*Cornell Corrections, Inc.-Provides privatized correctional,
                               detention and pre-release services in the United States                      712,980        7,263,484

                             +*Identix, Inc.-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                                                       790,000        7,505,000

                              *Kroll-O'Gara Co.-A leading provider of vehicle
                               armoring systems for military, commercial and
                               governmental clients worldwide                                             1,060,020       17,689,084

                              *Thermedics Detection, Inc.-Develops, manufactures
                               and markets high-speed systems used for product quality
                               assurance in a variety of industrial processes                                90,000          686,250

                               Total                                                                                      46,382,568
- ----------------------------------------------------------------------------------------------------------------------==============

10

<PAGE>
                               Statement of Net Assets
                               January 31, 2000

                               Investments                                                                  Shares           Value
- ------------------------------------------------------------------------------------------------------------------------------------
Technology 1.52%              *Coherent, Inc.-Designs, manufactures and sells lasers,
                               laser systems, precision optics and related accessories                      600,000    $  26,437,500

                             +*Internet Pictures Corp.-Provides global visual
                               content and infrastructure for electronic
                               commerce and new media web sites                                             198,505        6,352,160

                             +*Microvision, Inc.-Develops, manufactures and markets
                               virtual retinal display (VRD) technology, which projects
                               images directly onto the eye's retina                                         45,000        1,290,938

                             +*Proxicom, Inc.-Provides Internet solutions to Global
                               1000 companies and other organizations                                       100,700       10,170,700

                               Total                                                                                      44,251,298
- ----------------------------------------------------------------------------------------------------------------------==============
Telecommunications Equipment  *Active Voice Corp.-Develops PC-based call processing
3.17%                          systems and computer telephone integration products                          210,000        9,660,000



                              *PairGain Technologies, Inc.-Designs, manufactures,
                               markets and supports products that allow telecommunications
                               carriers and private networks to run efficiently                             832,400        9,624,625

                            ++*Plantronics, Inc.-A leading supplier of communication
                               headset products and services to users and providers worldwide             1,021,100       73,136,288

                               Total                                                                                      92,420,913
- ----------------------------------------------------------------------------------------------------------------------==============
                               markets and provides specialized roaming
                               services, teleservices and prepaid wireless services to
                               the wireless telephone industry                                              805,500        5,890,219

                            ++*CellStar Corp.-An integrated wholesale distributor
                               of cellular telephones and related products                                3,005,000       26,105,938

                              *GST Telecommunications, Inc.-Offers long distance,
                               Internet, data transmission, private line
                               and local dial tone services                                                 600,000        5,212,500

                              *iGo Corp.-Provides hard-to-find, model-specific
                               accessories and services for mobile
                               electronic devices                                                           750,000        6,468,750

                              *MGC Communications, Inc.-Diversified telecommunications company              400,000       22,825,000

                              *SBA Communications Corp.-Owns and operates wireless
                               communications infrastructure                                                600,000      18,187,500

                              *TALK.com, Inc.-A nationwide provider of telecommunications
                               services to more than 215,000 small- and medium-sized
                               businesses in the U.S.                                                     1,624,500       26,499,656

                               Total                                                                                     111,189,563
- ----------------------------------------------------------------------------------------------------------------------==============
                               Total Investments in Common Stocks (Cost $2,054,791,049)                                2,686,165,980
====================================================================================================================================
Short-Term Investments 8.39%                                                                     Principal Amount (000)
- ------------------------------------------------------------------------------------------------------------------------------------
                               American General Finance 5.81% due 2/1/2000                               $    68,637      68,637,000

                               Associates Corp. 5.80% due 2/1/2000                                           140,780     140,780,000

                               Textron Inc. 5.82% due 2/1/2000                                                35,000      35,000,000

                               Total Short-Term Investments (Cost $244,417,000)                                          244,417,000
- ----------------------------------------------------------------------------------------------------------------------==============
                               Total Investments 100.61% (Cost $2,299,208,049)                                         2,930,582,980
====================================================================================================================================
Other Assets, Less Liabilities (.61)%
- ------------------------------------------------------------------------------------------------------------------------------------
Other (See Note 5)                                                                                                       285,835,892
- ----------------------------------------------------------------------------------------------------------------------==============
Receivables for:               Capital stock sold                                                                         13,149,603

                               Securities sold                                                                             1,476,167

                               Dividends and interest                                                                        113,053

                               Total Other Assets                                                                        300,574,715
- ----------------------------------------------------------------------------------------------------------------------==============
Payables for:                  Collateral on securities loaned                                                           285,835,892

                               Securities purchased                                                                       24,400,444

                               Capital stock reacquired                                                                    3,844,233

                               Other                                                                                       4,395,719

                               Total Liabilities                                                                         318,476,288
- ----------------------------------------------------------------------------------------------------------------------==============
                               Total Other Assets, Less Liabilities                                                     (17,901,573)
- ----------------------------------------------------------------------------------------------------------------------==============
Net Assets 100.00%                                                                                                    $2,912,681,407
====================================================================================================================================

                                                                              11

<PAGE>
                               Statement of Net Assets
                               January 31, 2000


- ------------------------------------------------------------------------------------------------------------------------------------
                               Class A Shares-Net Asset Value ($1,742,136,285 / 89,115,626 shares outstanding)                $19.55

                               Maximum offering price (Net Asset Value plus sales charge of 5.75% of the offering price)      $20.74

                               Class B Shares-Net Asset Value ($363,168,563 / 19,020,195 shares outstanding)                  $19.09

                               Class C Shares-Net Asset Value ($302,527,895 / 15,827,766 shares outstanding)                  $19.11

                               Class P Shares-Net Asset Value ($155,610,806 / 7,994,663 shares outstanding)                   $19.46

                               Class Y Shares-Net Asset Value ($349,237,858 / 17,731,580 shares outstanding)                  $19.70


                               The descriptions of the companies are unaudited.

                              *Non-income producing security.

                              +Securities (or a portion of securities) on loan. See Note 5.

                             ++Affiliated issuer (holdings represent 5% or more of the outstanding voting
                               securities of underlying investments).
                               Affiliated  issuers  have a total  cost  of  $287,170,699  and  total  value  of
                               $330,280,645.

                           ADR American Depositary Receipt.

</TABLE>

                               See Notes to Financial Statements.

              Statement of Operations

Investment Income                                    Year Ended January 31, 2000
- --------------------------------------------------------------------------------
Income        Interest                                              $ 7,591,752
              Dividends                                               2,448,583
              Securities lending                                        894,234
              Total income                                           10,934,569
- --------------------------------------------------------------------------------
Expenses      Management fee                                         10,423,188
              12b-1 Distribution plan-Class A                         5,032,147
              12b-1 Distribution plan-Class B                         2,726,166
              12b-1 Distribution plan-Class C                         2,140,046
              12b-1 Distribution plan-Class P                           415,712
              Shareholder servicing                                   3,308,684
              Reports to shareholders                                   468,456
              Professional                                               77,854
              Directors' fees                                            49,409
              Registration                                              770,358
              Other                                                     615,581
              Total expenses before reductions                       26,027,601
- --------------------------------------------------------------------------------
              Expense reductions                                        (60,703)
- --------------------------------------------------------------------------------
              Net expenses                                           25,966,898
- --------------------------------------------------------------------------------
              Net investment loss                                   (15,032,329)
- --------------------------------------------------------------------------------

Realized and Unrealized Gain on Investments
================================================================================
Net realized gain from investment transactions                      166,079,323
================================================================================
Net change in unrealized appreciation of investments                365,192,815
================================================================================
Net realized and unrealized gain on investments                     531,272,138
================================================================================
Net Increase in Net Assets Resulting from Operations               $516,239,809
================================================================================

              See Notes to Financial Statements.

12

<PAGE>

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

                                                                                                        Year Ended     Year Ended
                                                                                                       January 31,     January 31,
Increase in Net Assets                                                                                       2000            1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>            <C>
Operations    Net investment loss                                                                    $ (15,032,329) $   (5,550,872)
              Net realized gain from investment transactions                                           166,079,323      26,327,061
              Net change in unrealized appreciation of investments                                     365,192,815     120,503,925
              Net increase in net assets resulting from operations                                     516,239,809     141,280,114
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions  to shareholders from net realized gain from investment
transactions:
              Class A                                                                                  (47,584,340)     (1,560,147)
              Class B                                                                                  (10,846,801)       (118,251)
              Class C                                                                                   (8,384,959)        (65,140)
              Class P                                                                                   (3,577,192)         (2,871)
              Class Y                                                                                   (6,657,438)            (11)
              Total                                                                                    (77,050,730)     (1,746,420)
- ------------------------------------------------------------------------------------------------------------------------------------
Capital share transactions:
              Net proceeds from sales of shares                                                      1,687,911,437     891,051,508
              Net Asset Value of shares issued to shareholders in reinvestment of distributions         74,545,000       1,677,672
              Total                                                                                  1,762,456,437     892,729,180
- ------------------------------------------------------------------------------------------------------------------------------------
              Cost of shares reacquired                                                               (633,167,138)   (241,146,131)
- ------------------------------------------------------------------------------------------------------------------------------------
              Increase in net assets derived from capital share transactions                         1,129,289,299     651,583,049
- ------------------------------------------------------------------------------------------------------------------------------------
Increase in net assets                                                                               1,568,478,378     791,116,743
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets
              Beginning of year                                                                      1,344,203,029     553,086,286
- ------------------------------------------------------------------------------------------------------------------------------------
              End of year (including accumulated net investment loss of
              $368,411 and $311,089, respectively)                                                   $2,912,681,407  $1,344,203,029
====================================================================================================================================
</TABLE>

              See Notes to Financial Statements.


                                                                              13
<PAGE>
      Financial Highlights
<TABLE>
<CAPTION>

                                                                                                                      Class A Shares
                                                      ------------------------------------------------------------------------------
                                                                                                                       Year Ended
                                                                                                                      January 31,
Per Share Operating Performance:                                      2000          1999          1998          1997         1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>           <C>           <C>           <C>
Net Asset Value, beginning of year                                  $16.25        $14.27        $12.80        $11.49        $ 9.58
- ------------------------------------------------------------------------------------------------------------------------------------
      Income (loss) from investment operations
      Net investment loss                                             (.11)(a)      (.07)(a)      (.10)(a)      (.03)         (.02)
      Net realized and unrealized gain on investments                 4.10          2.10          3.16          3.12          4.80
      Total from investment operations                                3.99          2.03         3.06           3.09          4.78
- ------------------------------------------------------------------------------------------------------------------------------------
      Distributions from net realized gain                            (.69)         (.05)        (1.59)        (1.78)         (2.87)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, end of year                                        $19.55        $16.25        $14.27        $12.80        $11.49
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b)                                                      25.33%        14.24%        24.38%        28.35%        50.22%
====================================================================================================================================
      Ratios to Average Net Assets:
      Expenses                                                        1.20%(f)       .98%(f)      1.06%         1.10%         1.03%
      Net investment loss                                             (.64)%        (.46)%        (.72)%        (.67)%        (.52)%
====================================================================================================================================
</TABLE>


<TABLE>
<CAPTION>

                                                                      Class B Shares                                  Class C Shares
                                                 -------------------------------------  --------------------------------------------

                                                               Year Ended                                   Year Ended
                                                               January 31,  8/1/96(d) to                   January 31,  8/1/96(d) to
Per Share Operating Performance:                2000       1999      1998       1/31/97      2000      1999       1998     1/31/97
- --------------------------------------------------------------------------------------- -------------------------------------------
<S>                                            <C>       <C>      <C>        <C>         <C>        <C>       <C>        <C>
Net Asset Value, beginning of year             $15.98    $14.12   $12.75     $12.14      $16.00     $14.13    $12.75     $12.14
- --------------------------------------------------------------------------------------- -------------------------------------------
      Income (loss) from investment operations
      Net investment loss                        (.21)(a)  (.17)(a) (.20)(a)   (.05)       (.21)(a)   (.17)(a)  (.19)(a)   (.05)
      Net realized and unrealized
       gain on investments                       4.01      2.06     3.14       2.28        4.01       2.07      3.14       2.28

      Total from investment operations           3.80      1.89     2.94       2.23        3.80       1.90      2.95       2.23
- --------------------------------------------------------------------------------------- -------------------------------------------
      Distributions  from net realized gain      (.69)     (.03)      (1.57)  (1.62)       (.69)      (.03)    (1.57)     (1.62)
- --------------------------------------------------------------------------------------- -------------------------------------------
Net Asset Value, end of year                   $19.09    $15.98   $14.12     $12.75      $19.11     $16.00    $14.13     $12.75
- --------------------------------------------------------------------------------------- -------------------------------------------

Total Return(b)                                 24.55%    13.37%   23.48%     19.43%(c)   24.45%     13.43%    23.55%     19.43%(c)
===================================================================================================================================
      Ratios to Average Net Assets:
      Expenses                                   1.79%(f)  1.72%(f) 1.76%       .93%(c)    1.79%(f)   1.72%(f)  1.71%       .93%(c)
      Net investment loss                       (1.24)%   (1.19)%  (1.39)%     (.73)%(c)  (1.24)%    (1.20)%   (1.34)%     (.73)%(c)
===================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>

                                                                            Class P Shares                            Class Y Shares
                                                 ------------------------------------------  ---------------------------------------

                                                               Year Ended                                 Year Ended
                                                              January 31,   1/5/98(d) to                 January 31,   12/30/97(d)
Per Share Operating Performance:                         2000        1999        1/31/98           2000         1999    to 1/31/98
- --------------------------------------------------------------------------------------------  --------------------------------------
<S>                                                    <C>         <C>            <C>            <C>          <C>        <C>
Net Asset Value, beginning of year                     $16.19      $14.26         $14.38         $16.30       $14.27     $14.12
- --------------------------------------------------------------------------------------------  --------------------------------------
      Income (loss) from investment operations
      Net investment loss                                (.12)(a)    (.10)(a)       (.01)(a)       (.05)(a)     (.03)(a)     -(a)(e)
      Net realized and unrealized gain (loss)
        on investments                                   4.08        2.08           (.11)          4.14         2.11        .15
      Total from investment operations                   3.96        1.98           (.12)          4.09         2.08        .15
- --------------------------------------------------------------------------------------------  --------------------------------------
      Distributions from net realized gain               (.69)       (.05)            -            (.69)           (.05)        -
- --------------------------------------------------------------------------------------------  --------------------------------------
Net Asset Value, end of year                           $19.46      $16.19         $14.26         $19.70       $16.30     $14.27
- --------------------------------------------------------------------------------------------  --------------------------------------
Total Return(b)                                         25.24%      13.89%          (.83)%(c)     25.88%       14.59%      1.06%(c)
====================================================================================================================================
      Ratios to Average Net Assets:
      Expenses                                           1.25%(f)    1.17%(f)        .08%(c)        .81%(f)     0.72%(f)    .06%(c)
      Net investment loss                             (.70)%      (.70)%            (.05)%(c)      (.26)%       (.22)%     (.02)%(c)
====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>

Supplemental Data for All Classes:                   2000          1999          1998          1997          1996
- ----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>             <C>           <C>           <C>
      Net assets, end of year (000)               $2,912,681    $1,344,203      $553,086      $330,358      $197,602
      Portfolio turnover rate                          50.13%        30.89%        33.60%        42.35%        50.12%
======================================================================================================================
</TABLE>

     (a)  Calculated using average shares outstanding during the period.

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

     (c)  Not annualized.

     (d)  Commencement of offering respective class shares.

     (e)  Amount less than $.01.

     (f)  The ratios for 1999 and 2000 include  expenses paid through an expense
          offset arrangement.

      See Notes to Financial Statements.
14
<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)  Security  valuation  is
determined  as  follows:  Portfolio  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 last 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 approx i mates 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 dis  tribute 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.

2.  Management  Fee and Other  Transactions  with  Affiliates The Com pany 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.  At
January 31, 2000,  the management  fee payable was  $1,257,218.

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) an
annual distribution fee of 0.10% of the average daily Net Asset Value of 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.  At January 31, 2000,  the 12b-1 fees payable were
$1,226,908.

Distributor  received $655,920  representing  payment of commissions on sales of
Class A shares  after  deducting  $4,173,297  allowed to  authorized  dealers as
concessions. Certain of the Company's officers and directors have an interest in
Lord Abbett.

The  Company  along  with  certain  other  funds  managed  by Lord  Abbett  (the
"Underlying Funds") has entered into a Servicing Agreement with the Alpha Series
of Lord Abbett  Securities Trust pursuant to which the Underlying Funds will pay
a portion of the expenses of the Alpha Series in proportion to the average daily
value of shares owned by the Alpha Series. Other expenses include  approximately
$193,000 accrued pursuant to this Servicing Agreement.

3.  Distributions Net realized gain from investment  transactions is distributed
to shareholders twice a year.  Accumulated net realized gain at January 31, 2000
for financial reporting purposes aggregated $100,021,962. Distributions from net
realized  gain  declared on February  15, 2000 and paid on February  23, 2000 to
shareholders of record on February 15, 2000 were as follows:

               Rate Per      Aggregate
Class            Share         Amount
- ---------------------------------------
A              $0.7235    $60,263,698
B              $0.7235    $13,725,844
C              $0.7235    $11,454,333
P              $0.7235    $ 6,118,925
Y              $0.7235    $12,867,457
- ---------------------------------------

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  gain  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  $2,181,652,925 at January 31,
2000. Transactions in shares of capital stock were as follows:

                              Year Ended                          Year Ended
                         January 1, 2000                    January 31, 1999
- -----------------------------------------------  -------------------------------
Class A                  Shares        Amount         Shares              Amount
- -----------------------------------------------  -------------------------------
Sales of shares     58,432,866   $986,611,558     34,439,805       $502,454,274
Shares issued to
shareholders in
reinvestment of
distributions        2,758,541     46,297,955         98,898          1,500,289
Total               61,191,407  1,032,909,513     34,538,703        503,954,563
- -----------------------------------------------  -------------------------------
Shares reacquired  (26,498,985)  (444,560,815)   (12,116,669)      (170,758,960)
Increase            34,692,422   $588,348,698     22,422,034       $333,195,603
- --------------------------------------------------------------------------------

                              Year Ended                          Year Ended
                         January 1, 2000                    January 31, 1999
- -----------------------------------------------  -------------------------------
Class B                  Shares        Amount         Shares              Amount
- -----------------------------------------------  -------------------------------
Sales of shares      8,603,561   $139,812,675      9,442,316       $137,537,607
Shares issued to
shareholders in
reinvestment of
distributions          620,420     10,205,850          7,448            111,870
Total                9,223,981    150,018,525      9,449,764        137,649,477
- -------------------------------------------------------------------- -----------
Shares reacquired   (2,533,652)   (41,518,036)    (1,517,765)       (21,142,892)
Increase             6,690,329   $108,500,489      7,931,999        $116,506,585
- --------------------------------------------------------------------------------

                                                                              15

<PAGE>

                              Year Ended                          Year Ended
                         January 1, 2000                    January 31, 1999
- -----------------------------------------------  -------------------------------
Class C                  Shares        Amount         Shares              Amount
- -----------------------------------------------  -------------------------------
Sales of shares     10,236,907   $166,790,981      8,526,748       $122,721,386
Shares issued to
shareholders in
reinvestment of
distributions          474,086      7,867,443          4,177             62,820
Total               10,710,993    174,658,424      8,530,925        122,784,206
- -----------------------------------------------  -------------------------------
Shares reacquired   (3,122,165)   (51,382,164)    (2,670,719)       (36,314,213)
Increase             7,588,828   $123,276,260      5,860,206       $ 86,469,993
- --------------------------------------------------------------------------------

                              Year Ended                          Year Ended
                         January 1, 2000                    January 31, 1999
- -----------------------------------------------  -------------------------------
Class P                  Shares        Amount         Shares              Amount
- -----------------------------------------------  -------------------------------
Sales of shares      7,183,500   $123,901,578      3,997,976        $57,451,548
Shares issued to
shareholders in
reinvestment
of distributions       209,735      3,538,760            190              2,682
Total                7,393,235    127,440,338      3,998,166         57,454,230
- -----------------------------------------------  -------------------------------
Shares reacquired   (2,836,163)   (48,311,912)      (606,014)        (8,760,737)
Increase             4,557,072  $  79,128,426      3,392,152        $48,693,493
- --------------------------------------------------------------------------------

                              Year Ended                          Year Ended
                         January 1, 2000                    January 31, 1999
- -----------------------------------------------  -------------------------------
Class Y                  Shares        Amount         Shares              Amount
- -----------------------------------------------  -------------------------------
Sales of shares     15,525,460   $270,794,645      4,894,745        $70,886,693
Shares issued to
shareholders in
reinvestment
of distributions       381,945      6,634,992              1                 11
Total               15,907,405    277,429,637      4,894,746         70,886,704
- -----------------------------------------------  -------------------------------
Shares reacquired   (2,804,864)   (47,394,211)      (265,936)        (4,169,329)
Increase            13,102,541   $230,035,426      4,628,810        $66,717,375
- --------------------------------------------------------------------------------


5.  Portfolio  Securities The Company may lend its securities to member banks of
the Federal  Reserve  System and to  registered  broker-dealers  approved by the
Company.  The loans are collateralized at all times by cash and/or U.S. Treasury
securities  in an amount at least  equal to the market  value of the  securities
loaned. As of January 31, 2000, the value of securities loaned was $269,814,722.
These loans were collateralized by cash of $285,835,892.  Income from securities
lending  of$894,234  is accounted  for in the same manner as other  dividend and
interest income on the Statement of Operations.
Purchases and sales of investment securities (other than short-term investments)
aggregated  $1,829,113,886  and  $922,891,670,  respectively.  As of January 31,
2000, net  unrealized  appreciation  for federal income tax purposes  aggregated
$631,374,931,  of which  $860,696,823  related  to  appreciated  securities  and
$229,321,892 related to depreciated securities. For federal income tax purposes,
the identified cost of investments  owned at January 31, 2000 was  substantially
the same as the cost for financial reporting purposes.

6.  Expense  Reduction  The  Company has entered  into an  arrangement  with its
transfer agent whereby credits  realized as a result of uninvested cash balances
were used to reduce a portion of the Company's expenses.

7. 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  year  with  companies  that  are
affiliates are as follows:
                             Balance of
                            Shares Held        Gross        Gross
Affiliates                Jan. 31, 1999    Purchases        Sales
- --------------------------------------------------------------------------------
ATS Medical, Inc.               750,000      464,610             -
Armor Holdings, Inc.          1,150,000       40,000             -
Best Software, Inc.             251,100      451,000             -
BrightStar Information
   Technology Group, Inc.       770,000            -       (57,700)
Caere Corp.                     650,000      100,000             -
CellStar Corp.                1,605,000    1,400,000             -
Cornell Corrections, Inc.       422,800      290,180             -
EXCO Resources, Inc.            650,000            -             -
Edge Petroleum Corp.            640,000        5,200       (95,200)
Federal Agricultural
   Mortgage Corp. Class C             -      300,000             -
Frontier Airlines, Inc.               -    1,368,000      (450,000)
HealthCare Service Group, Inc.  708,350      140,000             -
Landmark Systems Corp.          945,000       50,000       (50,000)
LeCroy Corp.                    520,500            -             -
Matria Healthcare, Inc.       1,200,000      816,000             -
MicroTouch Systems, Inc.        420,000      145,000             -
Plantronics, Inc.               728,400      292,700             -
Quiksilver,Inc.                 502,500      600,000             -
RadiSys Corp.                         5   85,00040,147           -
ShoeCarnival, Inc.              450,000      303,540             -
SonoSite, Inc.                        -      450,000             -
Tarrant Apparel Group           507,000      513,040      (100,000)
Tropical Sportswear
    International Corp.          32,500      707,500             -
- --------------------------------------------------------------------------------

                                                               Realized Gain
                             Balance of                               (Loss)
                            Shares Held         Value       Feb. 1, 1999 to
Affiliates                Jan. 31, 2000 Jan. 31, 2000         Jan. 31, 2000
- --------------------------------------------------------------------------------
ATS Medical, Inc.             1,214,610   $14,271,667       $     -
Armor Holdings, Inc.          1,190,000    13,238,750             -
Best Software, Inc.             702,100    24,266,331             -
BrightStar Information
   Technology Group, Inc.       712,300     7,634,965      (334,622)
Caere Corp.                     750,000     6,562,500             -
CellStar Corp.                3,005,000    26,105,938           -
Cornell Corrections, Inc.       712,980     7,263,484          -
EXCO Resources, Inc.            650,000     4,590,625           -
Edge Petroleum Corp.            550,000     1,993,750      (979,004)
Federal Agricultural
   Mortgage Corp. Class C       625,000(a) 12,226,563           -
Frontier Airlines, Inc.         918,000     9,466,875    (3,189,657)
HealthCare Service Group, Inc.  848,350     6,919,355           -
Landmark Systems Corp.          945,000     7,500,937      (210,291)
LeCroy Corp.                    520,500     8,295,469           -
Matria Healthcare, Inc.       2,016,000     8,946,000             -
MicroTouch Systems, Inc.        565,000     7,486,250           -
Plantronics, Inc.             1,021,100    73,136,288           -
Quiksilver, Inc.              1,353,750(b) 16,414,219           -
RadiSys Corp.                   937,720(b) 38,212,090           -
ShoeCarnival, Inc.              753,540     6,098,964           -
SonoSite, Inc.                  450,000    14,371,875           -
Tarrant Apparel Group           920,040     5,750,250     3,317,294
Tropical Sportswear
    International Corp.         740,000     9,527,500        -
- --------------------------------------------------------------------------------
(a) Adjusted for 3 for 1 stock split
(b) Adjusted for 3 for 2 stock split


16

<PAGE>

8.  Directors'  Remuneration  The Directors of theCompany  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, 2000, under a deferred compensation plan,
were $438,000.

9. Line of Credit The Company,  along with certain  other funds  managed by Lord
Abbett,  has  available  a  $200,000,000  unsecured  revolving  credit  facility
("Facility"), from a consortium of banks, to be used for temporary or emer gency
purposes as an additional  source of liquidity to fund  redemptions  of investor
shares.  Any borrowings under this Facility will bear interest at current market
rates as defined in the  agreement.  The fee for this  Facility was at an annual
rate of 0.06%  during  the  year.  Effective  December  17,  1999,  this fee was
increased to 0.09% per annum.  There were no loans outstanding  pursuant to this
Facility at January 31, 2000,  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, 2000, the related  statements of
operations  for the year then ended and of changes in net assets for each of the
years in the two-year period then ended and the financial highlights for each of
the 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, 2000 by  correspondence  with the custodian and brokers;  where replies were
not received from brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  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, 2000, 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.


[GRAPHIC OMITTED]
New York, New York
March 21, 2000


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

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
Fun d's  investment  objective  and policies,  sales charges and other  matters.
There is no guarantee that the forecasts  contained within this publication will
come to pass.

All rights reserved.  Printed in the U.S.A.
<PAGE>

                           Investing in the
         Lord Abbett
                       Family of Funds

<TABLE>
<CAPTION>

 GROWTH
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                    INCOME
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>            <C>                  <C>             <C>
 Aggressive       Growth Funds      Growth &         Balanced Fund  Income Funds         Tax-Free        Money
 Growth Fund                        Income Funds                                         Income Funds    Market Fund

 Growth           Large-Cap         Research Fund -  Balanced       World Bond-           National       U. S. Government
 Opportunities    Growth Fund       Large-Cap        Series**       Debenture Series      California     Securities Money
 Fund             Research Fund-    Series                          Global Fund -         Connecticut    Market Fund +++
                  Small-Cap Value   Growth &                        Income Series         Florida
                  Series            Income Series                   High Yield Fund       Georgia
                  Alpha Series*     Affiliated Fund                 Bond-Debenture        Hawaii
 Developing       International                                     Fund                  Michigan
 Growth Fund      Series                                            Limited Duration      Minnesota
 Lord Abbett      Mid-Cap                                           U. S. Government      Missouri
 Developing       Value Fund                                        Securities Series+    New Jersey
 Growth Fund      Global Fund-                                      U. S. Government)     New York
 is closed to     Equity Series                                     Securities Series+    Pennsylvania
 new investors                                                                            Texas
                                                                                          Washington


</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
under stand your investment  objectives  and,  ultimately,  offering fund recom
mendations 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 the fund(s) covered by this
report.

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

The Lord Abbett Family of Funds lets you access more than 30 portfolios designed
to meet a variety of investment needs.

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.


You may  reallocate  assets  among  our  funds  at any  time.  Speak  with  your
investment professional to help you customize your investment plan.

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

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

**   Lord  Abbett  Balanced  Series  is a fund of funds  investing  in shares of
     certain other Lord Abbett funds.

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

++   An  investment  in this Fund is not  insured or  guaranteed  by the Federal
     Deposit Insurance Corporation or any other government agency.  Although the
     Fund seeks to preserve the value of your  investment at $1.00 per share, it
     is possible to lose money by investing in the Fund. This Fund is managed to
     maintain and has maintained its stable $1.00 price per share.


[LOGO]

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

LADG-2-100
(3/00)






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