LORD ABBETT BOND DEBENTURE FUND INC
497, 1996-07-22
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LORD ABBETT
BOND-DEBENTURE FUND, INC.
THE GENERAL MOTORS BUILDING
767 FIFTH AVENUE
NEW YORK, NY 10153-0203
800-426-1130

OUR FUND,  LORD ABBETT  BOND-DEBENTURE  FUND,  INC.  ("WE" OR THE "FUND"),  IS A
MUTUAL FUND WITH THREE CLASSES OF SHARES. THESE CLASSES, CALLED CLASS A, B AND C
SHARES, PROVIDE INVESTORS WITH DIFFERENT INVESTMENT OPTIONS IN PURCHASING SHARES
OF THE FUND.  SEE  PURCHASES  FOR A DESCRIPTION  OF THESE  CHOICES.  THE CLASS B
SHARES  WILL BE OFFERED  TO THE PUBLIC FOR THE FIRST TIME ON OR ABOUT  AUGUST 1,
1996.

WE SEEK HIGH CURRENT  INCOME AND THE  OPPORTUNITY  FOR CAPITAL  APPRECIATION  TO
PRODUCE  A  HIGH  TOTAL  RETURN.  SEE  INVESTMENT  OBJECTIVE.  IN  SEEKING  THIS
INVESTMENT  OBJECTIVE,  THE FUND INVESTS IN LOWER-RATED  DEBT  SECURITIES  WHICH
ENTAIL  GREATER RISKS THAN  INVESTMENTS IN  HIGHER-RATED  DEBT  SECURITIES  AND,
THEREFORE,  THE  FORMER ARE  REFERRED  TO  COLLOQUIALLY  AS JUNK  BONDS.  BEFORE
INVESTING,  INVESTORS SHOULD CAREFULLY  CONSIDER THESE RISKS SET FORTH UNDER HOW
WE INVEST  AND ALSO  THAT AT LEAST 20% OF OUR  ASSETS  MUST BE  INVESTED  IN ANY
COMBINATION OF INVESTMENT GRADE DEBT SECURITIES,  U.S. GOVERNMENT SECURITIES AND
CASH EQUIVALENTS. THERE CAN BE NO ASSURANCE THAT WE WILL ACHIEVE OUR OBJECTIVE.

THIS  PROSPECTUS  SETS FORTH  CONCISELY  THE  INFORMATION  ABOUT THE FUND THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING.  ADDITIONAL INFORMATION ABOUT
THE  FUND HAS BEEN  FILED  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION.  THE
STATEMENT OF  ADDITIONAL  INFORMATION  IS  INCORPORATED  BY REFERENCE  INTO THIS
PROSPECTUS  AND MAY BE OBTAINED,  WITHOUT  CHARGE,  BY WRITING TO THE FUND OR BY
CALLING  800-874-3733.  ASK  FOR  PART  B OF THE  PROSPECTUS  THE  STATEMENT  OF
ADDITIONAL INFORMATION.

THE DATE OF THIS  PROSPECTUS  AND OF THE STATEMENT OF ADDITIONAL  INFORMATION IS
JULY 15, 1996.

PROSPECTUS

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS.  SHAREHOLDER  INQUIRIES SHOULD
BE MADE IN  WRITING TO THE FUND OR BY  CALLING  800-821-5129.  YOU CAN ALSO MAKE
INQUIRIES THROUGH YOUR BROKER-DEALER.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK,  AND THE SHARES ARE NOT FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT
INSURANCE  CORPORATION,  THE FEDERAL  RESERVE  BOARD,  OR ANY OTHER  AGENCY.  AN
INVESTMENT IN THE FUND INVOLVES RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

        1       Investment Objective    2

        2       Fee Table               2

        3       Financial Highlights    3

        4       How We Invest           3

        5       Purchases               5

        6       Shareholder Services    13

        7       Our Management          14

        8       Dividends, Capital Gains
                Distributions and Taxes 14

        9       Redemptions             15

        10      Performance             16

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


<PAGE>


1    INVESTMENT OBJECTIVE

Our investment  objective is high current income and the opportunity for capital
appreciation  to produce a high total  return  through a  professionally-managed
portfolio consisting primarily of convertible and discount debt securities, many
of which are lower-rated.

2    FEE TABLE

A summary of the Funds  expenses  is set forth in the table  below.  The example
should not be considered a  representation  of past or future  expenses.  Actual
expenses may be greater or less than those shown.

<TABLE>
<CAPTION>

                                             Class A        Class B                       Class C
                                             Shares         Shares                        Shares

<S>                                        <C>            <C>                            <C>

Shareholder Transaction Expenses
(as a percentage of offering price)
Maximum Sales Load(1) on Purchases

(See Purchases)                              4.75%(2)(3)     None                         None

Deferred Sales Load(1) (See Purchases)        None(2)       5% if shares are redeemed     1% if shares
                                                            before 1st anniversary        are redeemed
                                                            of purchase, declining        before 1st anniversary
                                                            to 1% before 6th              of purchase(2)(3)
                                                            anniversary and
                                                            eliminated on and
                                                            after 6th anniversary(2)(3)
Annual Fund Operating Expenses(4)
(as a percentage of average net assets)

Management Fees (See Our Management)         0.46%(5)        0.46%(5)                     0.46%(5)
12b-1 Fees (See Purchases)                   0.25%(2)(3)     1.00%(2)(3)                  0.91%(2)(3)
Other Expenses (See Our Management)          0.14%           0.14%                        0.14%
Total Operating Expenses                     0.85%           1.60%                        1.51%


Example:  Assume an  annual  return of 5% and there is no change in the level of
expenses  described above.  For a $1,000  investment,  with  reinvestment of all
distributions,  you would have paid the following  total  expenses if you closed
your account after the number of years indicated.

                         1 year    3 years   5 years   10 years

Class A shares(4)        $56       $73       $92       $147
Class B shares(4)        $56       $80       $97       $170(6)
Class C shares(4)        $15       $48       $82       $180

(1)Sales load is referred to as sales charge, deferred sales load is referred to
as contingent  deferred sales charge (or CDSC) and 12b-1 fees which consist of a
service fee and a  distribution  fee are  referred to by either or both of these
terms  where  appropriate  with  respect  to Class A, Class B and Class C shares
throughout this Prospectus.

(2)See  Purchases for  descriptions of the Class A front-end sales charges,  the
CDSC payable on certain  redemptions  of Class A, Class B and Class C shares and
separate Rule 12b-1 plans  applicable  to each class of shares of the Fund.  The
CDSC  reimburses:  (a) the Fund, in the case of Class A and Class C shares,  and
(b) Lord  Abbett  Distributor  LLC,  in the case of Class B shares.  The Class B
share 12b-1 fees are  slightly  greater than the  estimated  Class C share 12b-1
fees.

(3)Although  the Fund does not,  with respect to the Class B and Class C shares,
charge a  front-end  sales  charge,  investors  should be aware  that  long-term
shareholders  may pay, under the Rule 12b-1 plans  applicable to the Class B and
Class C shares of the Fund (both of which pay  annual  0.25%  service  and 0.75%
distribution  fees), more than the economic  equivalent of the maximum front-end
sales  charge as  permitted  by certain  rules of the  National  Association  of
Securities  Dealers,  Inc. Likewise,  with respect to Class A shares,  investors
should be aware that,  long-term,  such  maximum may be exceeded due to the Rule
12b-1 plan  applicable  to Class A shares  which  permits  the Fund to pay up to
0.50%  in  total  annual  fees,   half  for  service  and  the  other  half  for
distribution.  The 12b-1 fee for the Class A shares has been restated to reflect
estimated current fees under the recently amended Class A 12b-1 plan; the actual
12b-1 fees for such shares for the fiscal year ended December 31, 1995 under the
former plan were 0.21%.

(4)The annual  operating  expenses shown in the summary are the actual  expenses
for the fiscal year ended  December  31, 1995 except for (i) a lower  management
fee as explained in note 5 and (ii) the substitution of estimated 12b-1 fees for
Class A, B and C shares as explained in notes 2 and 3 .

(5)Based  on total  operating  expenses  shown in the table  above.  The  annual
management  fee  changes  from 0.50% to 0.45% when the Funds  average  daily net
assets reach $500 million.  On July 12, 1996 (as a result of the  acquisition of
the assets of Lord Abbett  Bond-Debenture  Trust) this  average  increased  to a
level  which  reduced  the  management  fee to 0.46%  instead  of the actual fee
(0.47%) for the fiscal year ended December 31, 1995.

(6)Based  on  conversion  of Class B shares  to  Class A  shares  on the  eighth
anniversary  of the  purchase  of Class B shares  and  closing  your  account by
redeeming Class A shares after ten years.

The  foregoing  is provided  to give  investors  a better  understanding  of the
expenses that are incurred by an investment in the Fund.


<PAGE>



3    FINANCIAL HIGHLIGHTS

The  following  table has been  audited by  Deloitte & Touche  llp,  independent
accountants,  in  connection  with  their  annual  audit of the Funds  Financial
Statements,  whose report thereon is  incorporated by reference in the Statement
of Additional  Information and may be obtained on request, and has been included
herein in reliance upon their authority as experts in accounting and auditing.


</TABLE>
<TABLE>
<CAPTION>

Per Class A* Share Operating                                   Year Ended October 31,

Performance:                         1995         1994      1993      1992      1991      1990      1989      1988      1987    1986
<S>                                  <C>         <C>       <C>       <C>        <C>     <C>        <C>       <C>      <C>     <C>
Net asset value, beginning of year  $8.71        $9.95     $9.43     $9.02     $7.36      $9.03    $9.59     $9.39    $10.29  $10.56
Income from investment operations
Net investment income                 .85          .84       .89       .95       .98       1.02     1.04      1.09      1.07    1.16
Net realized and unrealized
gain (loss) on securities             .606       (1.203)     .55       .42      1.66      (1.65)    (.56)      .15      (.85)  (.10)
Total from investment operations     1.456        (.363)    1.44      1.37      2.64       (.63)     .48      1.24       .22    1.06
Distributions
Dividends from net investment income (.876)       (.877)    (.92)     (.96)     (.98)     (1.04)   (1.04)    (1.04)    (1.12) (1.19)
Distribution from net realized gain   --           --        --         --       --         --       --        --        --    (.14)
Net asset value, end of year        $9.29        $8.71     $9.95     $9.43     $9.02      $7.36    $9.03     $9.59     $9.39  $10.29
Total Return**                      17.50%       (3.87)%   15.97%    15.99%    38.34%     (7.57)%   5.06%    13.80%     1.88% 10.61%
Ratios/Supplemental Data:

Net assets, end of year (000)   $1,339,508      $987,613 $969,736  $734,017  $594,008   $480,847 $643,953 $717,775 $733,198 $700,553
Ratios to Average Net Assets:
Expenses                             0.82%       0.88%      0.88%     0.84%     0.85%       0.80%   0.59%     0.64%     0.65%  0.61%
Net investment income                9.41%       8.97%      9.17%    10.18%    11.96%      12.48%  10.97%    11.29%    10.49% 11.09%
Portfolio turnover rate            134.90%     147.98%    159.79%   188.44%   208.49%     145.47% 123.77%   140.01%   176.37%137.33%
<FN>

* The Fund had only one class of shares  prior to July 12,  1996.  That class of
shares is now  designated  Class A shares.  **Total return does not consider the
effects of sales charges.

  See Notes to Financial Statements.

</FN>
</TABLE>

4    HOW WE INVEST

We believe that a high total return  (current  income and capital  appreciation)
may be derived from an actively-managed,  diversified  debt-security  portfolio.
Under normal circumstances,  we invest at least 65% of our total assets in bonds
and/or  debentures.  We seek unusual values,  particularly  in lower-rated  debt
securities, some of which are convertible into common stocks or have warrants to
purchase common stocks.

Higher yield on debt  securities  can occur during periods of inflation when the
demand for  borrowed  funds is high.  Also,  buying  lower-rated  bonds when the
credit risk is above  average but, we think,  likely to  decrease,  can generate
higher  yields.  Such debt  securities  normally  will  consist of secured  debt
obligations of the issuer (i.e.,  bonds),  general unsecured debt obligations of
the issuer (i.e., debentures) and debt securities which are subordinate in right
of payment to other debt of the issuer.

Capital appreciation potential is an important consideration in the selection of
portfolio  securities.  Capital appreciation may be obtained by (1) investing in
debt  securities  when the trend of interest  rates is expected to be down;  (2)
investing in  convertible  debt  securities  or debt  securities  with  warrants
attached  entitling the holder to purchase  common  stock;  and (3) investing in
debt securities of issuers in financial  difficulties when, in our opinion,  the
problems giving rise to such difficulties can be successfully  resolved,  with a
consequent  improvement in the credit standing of the issuers (such  investments
involve corresponding risks that interest and principal payments may not be made
if such difficulties are not resolved). In no event will we invest more than 10%
of our gross assets at the time of  investment in debt  securities  which are in
default as to interest or principal.

Normally we invest in long-term  debt  securities  when we believe that interest
rates in the long run will decline and prices of such securities  generally will
be higher.  When we believe that  long-term  interest  rates will rise,  we will
endeavor to shift our portfolio into  shorter-term  debt securities whose prices
might not be affected as much by an increase in interest rates.


<PAGE>


The following  policies are subject to change by the Board of Directors  without
shareholder  approval:  (a) we must  keep at least 20% of the value of our total
assets in (1) debt  securities  which,  at the time of purchase,  are investment
grade,  i.e.  rated within one of the four highest grades  determined  either by
Moodys Investors  Service,  Inc. or Standard & Poors Ratings Services,  (2) debt
securities  issued or  guaranteed  by the U.S.  Government  or its  agencies  or
instrumentalities,  (3)  cash or cash  equivalents  (short-term  obligations  of
banks, corporations or the U.S. Government),  or (4) a combination of any of the
foregoing;  (b) we may invest up to 10% of our gross assets, at market value, in
debt  securities  primarily  traded  in  foreign  countries  such  foreign  debt
securities  normally will be limited to issues where there does not appear to be
substantial risk of  nationalization,  exchange controls,  confiscation or other
government restrictions; (c) subject to the percentage limitations for purchases
of other  than debt  securities  described  below,  we may  purchase  common and
preferred  stocks;  (d) we may hold or sell any property or securities  which we
may obtain through the exercise of conversion  rights or warrants or as a result
of any  reorganization,  recapitalization  or  liquidation  proceedings  for any
issuer of securities  owned by us. In no event will we voluntarily  purchase any
securities  other  than debt  securities,  if, at the time of such  purchase  or
acquisition,  the  value  of  the  property  and  securities,  other  than  debt
securities,  in our  portfolio  is  greater  than 35% of the  value of our gross
assets.  A purchase or acquisition  will not be considered  voluntary if made in
order  to  avoid  loss in value of a  conversion  or other  premium;  and (e) we
neither  purchase  securities  for  short-term  trading,  nor for the purpose of
exercising control of management.

We may invest up to 15% of our net assets in  illiquid  securities.  Bonds which
are subject to legal or contractual  restrictions on resale, but which have been
determined  by the Board of Directors to be liquid,  will not be subject to this
limit.  Investment by the Fund in such  securities,  initially  determined to be
liquid,  could have the effect of diminishing  the level of the Funds  liquidity
during periods of decreased market interest in such securities.

We may,  but have no present  intention  to,  invest in  financial  futures  and
options on financial  futures and commit more than 5% of our gross assets to the
lending of our portfolio securities.

We may not  borrow in excess of 5% of our gross  assets  taken at cost or market
value, whichever is lower at the time of borrowing, and then only as a temporary
measure for extraordinary or emergency purposes.

We will not change our investment objective without shareholder approval.

RISK FACTORS. We may invest  substantially in lower-rated bonds for their higher
yields.  In general,  the market for lower-rated bonds is more limited than that
for  higher-rated  bonds and,  therefore,  may be less liquid.  Market prices of
lower-rated  bonds  may  fluctuate  more  than  those  of  higher-rated   bonds,
particularly  in times of economic change and stress.  In addition,  because the
market for lower-rated  corporate debt securities has in past years  experienced
wide fluctuations in the values of certain of these securities,  past experience
may not provide an accurate  indication of the future performance of that market
or of  the  frequency  of  default,  especially  during  periods  of  recession.
Objective  pricing  data for  lower-rated  bonds  may be more  limited  than for
higher-rated  bonds and valuation of such  securities  may be more difficult and
require greater reliance upon judgment.

While the market for  lower-rated  bonds may be less  sensitive to interest rate
changes,  the  market  prices  of  these  bonds  structured  as zero  coupon  or
pay-in-kind  securities  may be affected to a greater extent by such changes and
thus may be more volatile than prices of lower-rated  securities paying interest
periodically in cash.  Lower-rated bonds that are callable prior to maturity may
be more  susceptible  to refunding  during  periods of falling  interest  rates,
requiring replacement with lower-yielding securities.

Since the risk of default  generally  is higher  among  lower-rated  bonds,  the
research  and  analysis  performed  by Lord,  Abbett  & Co.  (Lord  Abbett)  are
especially  important in the selection of such bonds,  which,  if rated BB/Ba or
lower, often are described as high-yield bonds because of their generally higher
yields and are referred to  colloquially  as junk bonds because of their greater
risks. In selecting lower-rated bonds for investment,  Lord Abbett does not rely
upon ratings,  which  evaluate  only the safety of principal  and interest,  not
market value risk, and which,


<PAGE>


furthermore,  may not accurately reflect an issuers current financial condition.
We do not have any minimum rating criteria for our investments in bonds and some
issuers may default as to principal and/or interest  payments  subsequent to the
purchase of their  securities.  Through portfolio  diversification,  good credit
analysis and attention to current  developments and trends in interest rates and
economic  conditions,  investment  risk  can be  reduced,  although  there is no
assurance that losses will not occur.

Laws enacted from time to time could limit the tax or other  advantages  of, and
the  issuance  of,  lower-rated  securities  and could  adversely  affect  their
secondary  market and the  financial  condition of their  issuers.  On the other
hand, such  legislation  (curtailing the supply of new issues) could improve the
liquidity, market values and demand for outstanding issues.

During our past fiscal year, the  percentages of our average net assets invested
in (a)  rated  bonds  and (b)  unrated  bonds  judged  by us to be of a  quality
comparable to rated bonds, on a dollar-weighted  basis,  calculated monthly were
as follows: 21.52% AAA/Aaa, 1.27% AA/Aa, 3.50% A/A, 4.13% BBB/Baa, 10.08% BB/Ba,
50.48% B/B, 6.41% CCC/Caa, 0.0% C/C, 0.03% D and 2.60% unrated.

FOREIGN  SECURITIES - Securities  markets of foreign countries in which the Fund
may invest  generally  are not subject to the same degree of  regulation  as the
U.S.  markets  and may be more  volatile  and less  liquid  than the major  U.S.
markets.  Lack of  liquidity  may affect the Funds  ability to  purchase or sell
large  blocks of  securities  and thus obtain the best price.  There may be less
publicly-available   information  on   publicly-traded   companies,   banks  and
governments in foreign countries than generally is the case for such entities in
the United States. The lack of uniform accounting  standards and practices among
countries impairs the validity of direct comparisons of valuation measures (such
as  price/earnings   ratios)  for  securities  in  different  countries.   Other
considerations include political and social instability,  expropriation,  higher
transaction  costs,  withholding  taxes that  cannot be passed  through as a tax
credit  or  deduction  to  shareholders,  currency  fluctuations  and  different
securities  settlement  practices.  Settlement  periods for foreign  securities,
which are sometimes longer than those for securities of U.S. issuers, may affect
portfolio  liquidity.  In addition,  foreign  securities held by the Fund may be
traded on days that the Fund does not value its  portfolio  securities,  such as
Saturdays and customary business holidays and, accordingly,  the Funds net asset
value may be significantly affected on days when shareholders do not have access
to the Fund.

5    PURCHASES

ALTERNATIVE SALES ARRANGEMENTS

CLASSES OF SHARES.  The Fund offers investors three different classes of shares.
The different  classes of shares represent  investments in the same portfolio of
securities but are subject to different  expenses and will likely have different
share prices.  Investors  should read this section  carefully to determine which
class represents the best investment option for their particular situation.

CLASS A SHARES.  If you buy Class A shares,  you pay an initial  sales charge on
investments  of less than $1 million (or on investments  for  employer-sponsored
retirement  plans under the Internal  Revenue Code  (hereinafter  referred to as
Retirement Plans) with less than 100 eligible employees).  If you purchase Class
A shares as part of an  investment  of at least $1  million  (or for  Retirement
Plans  with at least  100  eligible  employees)  in  shares  of one or more Lord
Abbett-sponsored  funds,  you will not pay an initial sales  charge,  but if you
redeem  any of those  shares  within 24 months  after the month in which you buy
them,  you may pay to the Fund a contingent  deferred sales charge (CDSC) of 1%.
Class A shares are subject to service and  distribution  fees that are currently
estimated  to total  annually  approximately  0.25 of 1% of the annual net asset
value of the Class A shares.  The initial sales charge  rates,  the CDSC and the
Rule 12b-1 Plan applicable to the Class A shares are described in Buying Class A
Shares below.


<PAGE>



CLASS B SHARES.  If you buy Class B shares,  you pay no sales charge at the time
of  purchase,  but if you redeem your  shares  before the sixth  anniversary  of
buying them, you will normally pay a CDSC to Lord Abbett  Distributor  LLC (Lord
Abbett  Distributor).  That CDSC  varies  depending  on how long you own shares.
Class B shares are subject to service and distribution fees at an annual rate of
1% of the  annual net asset  value of the Class B shares.  The CDSC and the Rule
12b-1 Plan  applicable  to the Class B shares are  described  in Buying  Class B
Shares below.

CLASS C SHARES.  If you buy Class C shares,  you pay no sales charge at the time
of  purchase,  but if you redeem your  shares  before the first  anniversary  of
buying  them,  you will  normally  pay the Fund a CDSC of 1%. Class C shares are
subject to service and  distribution  fees at an annual rate of 1% of the annual
net  asset  value of the  Class C  shares.  The CDSC  and the  Rule  12b-1  Plan
applicable to the C shares are described in Buying Class C Shares below.

WHICH  CLASS OF SHARES  SHOULD YOU  CHOOSE?  Once you decide that the Fund is an
appropriate  investment  for you,  the  decision  as to which class of shares is
better  suited to your needs  depends  on a number of  factors  which you should
discuss with your financial adviser. The Funds  class-specific  expenses and the
effect of the different  types of sales charges on your  investment  will affect
your investment  results over time. The most important  factors are how much you
plan to invest and how long you plan to hold your investment.  If your goals and
objectives  change over time and you plan to  purchase  additional  shares,  you
should  re-evaluate those factors to see if you should consider another class of
shares.

In the following discussion, to help provide you and your financial adviser with
a framework in which to choose a class,  we have made some  assumptions  using a
hypothetical  investment  in the Fund. We used the sales charge rates that apply
to Class  A,  Class B and  Class C, and  considered  the  effect  of the  higher
distribution  fee on  Class B and  Class C  expenses  (which  will  affect  your
investment  return). Of course, the actual performance of your investment cannot
be predicted and will vary, based on the Funds actual  investment  returns,  the
operating  expenses  borne by each class of shares,  and the class of shares you
purchase.  The factors briefly discussed below are not intended to be investment
advice,   guidelines  or  recommendations,   because  each  investors  financial
considerations are different. The discussion below of the factors to consider in
purchasing a particular  class of shares assumes that you will purchase only one
class of shares and not a combination of shares of different classes.

HOW LONG DO YOU EXPECT TO HOLD YOUR  INVESTMENT?  While future  financial  needs
cannot be  predicted  with  certainty,  knowing how long you expect to hold your
investment  will assist you in selecting the  appropriate  class of shares.  For
example,  over time, the reduced sales charges available for larger purchases of
Class A shares may offset the effect of paying an initial  sales  charge on your
investment,  compared to the effect over time of higher class-specific  expenses
on Class B or Class C shares for which no initial sales charge is paid.  Because
of the effect of  class-based  expenses,  your choice  should also depend on how
much you plan to invest.

INVESTING FOR THE SHORT TERM. If you have a short-term  investment horizon (that
is,  you plan to hold your  shares  for not more  than six  years),  you  should
probably  consider  purchasing  Class A or Class C shares  rather  than  Class B
shares.  This is because of the effect of the Class B CDSC if you redeem  before
the sixth  anniversary  of your  purchase,  as well as the effect of the Class B
distribution  fee on the  investment  return for that  class in the  short-term.
Class C shares might be the  appropriate  choice  (especially for investments of
less than $100,000), because there is no initial sales charge on Class C shares,
and the CDSC does not apply to amounts you redeem after holding them one year.

However,  if you plan to invest more than $100,000 for the short term,  then the
more you invest and the more your investment horizon increases toward six years,
the more  attractive  the Class A share  option may become.  This is because the
annual  distribution  fee on Class C shares  will have a greater  impact on your
account over the longer term than the reduced  front-end sales charge  available
for  larger  purchases  of Class A shares.  For  example,  Class A might be more
appropriate  than Class C for  investments of more than $100,000  expected to be
held for 5 or 6 years (or more). For


<PAGE>


investments  over $250,000  expected to be held 4 to 6 years (or more),  Class A
shares may become more  appropriate  than Class C. Although we believe you ought
to have a long-term  investment  horizon, if you are investing $500,000 or more,
Class A may become more desirable as your investment horizon approaches, 3 years
or more.

For most investors who invest $1 million or more or for Retirement Plans with at
least 100  eligible  employees,  in most cases  Class A shares  will be the most
advantageous choice, no matter how long you intend to hold your shares. For that
reason, Lord Abbett Distributor normally will not accept purchase orders (i) for
Class B shares of $500,000 or more and for Class C shares of  $1,000,000 or more
from a single  investor or (ii) for Retirement  Plans with at least 100 eligible
employees.

INVESTING FOR THE LONGER TERM.  If you are  investing  longer term (for example,
future college expenses for your child) and do not expect to need access to your
money for seven years or more,  Class B shares may be an appropriate  investment
option,  if you plan to invest  less than  $100,000.  If you plan to invest more
than  $100,000  over  the  long  term,  Class  A  shares  will  likely  be  more
advantageous than Class B shares or Class C shares, as discussed above,  because
of the effect of the expected  lower expenses for Class A shares and the reduced
initial sales charges  available for larger  investments in Class A shares under
the Funds Rights of Accumulation.

Of course,  these examples are based on  approximations of the effect of current
sales charges and expenses on a  hypothetical  investment  over time, and should
not be relied on as rigid guidelines.

ARE THERE  DIFFERENCES  IN ACCOUNT  FEATURES  THAT MATTER TO YOU?  Some  account
features  are  available  in whole or in part to  Class A,  Class B and  Class C
shareholders.  Other features (such as Systematic Withdrawal Plans) might not be
advisable in non-Retirement  Plan accounts for Class B shareholders  (because of
the effect of the CDSC on withdrawals  over 12% annually) and in any account for
Class C shareholders  during the first year of share  ownership (due to the CDSC
on  withdrawals  during  that  year).  See  Systematic   Withdrawal  Plan  under
Shareholder  Services for more  information  about the 12% annual  waiver of the
CDSC. You should  carefully  review how you plan to use your investment  account
before  deciding  which  class of shares you buy.  For  example,  the  dividends
payable to Class B and Class C  shareholders  will be  reduced  by the  expenses
borne solely by each of these classes,  such as the higher  distribution  fee to
which Class B and Class C shares are subject, as described below.

HOW DOES IT AFFECT PAYMENTS TO MY BROKER?  A salesperson,  such as a broker,  or
any other person who is entitled to receive compensation for selling Fund shares
may  receive  different  compensation  for  selling  one class than for  selling
another class. As discussed in more detail below, such compensation is primarily
paid at the time of sale in the case of  Class A and B shares  and is paid  over
time, so long as shares remain outstanding, in the case of Class C shares. It is
important that  investors  understand  that the primary  purpose of the CDSC for
Class B shares  and the  distribution  fee for Class B and Class C shares is the
same as the purpose of the front-end sales charge on sales of Class A shares: to
compensate  brokers and other persons selling such shares. The CDSC, if payable,
supplements  the Class B  distribution  fee and reduces the Class C distribution
fee expenses for the Fund and Class C shareholders.

GENERAL

HOW  MUCH  MUST YOU  INVEST?  You may buy our  shares  through  any  independent
securities  dealer having a sales  agreement with Lord Abbett  Distributor,  our
exclusive selling agent. Place your order with your investment dealer or send it
to Lord Abbett Bond-Debenture Fund, Inc. (P.O. Box 419100, Kansas City, Missouri
64141).  The minimum initial  investment is $1,000 except for Invest-A-Matic and
Div-Move  ($250 initial and $50 subsequent  minimum) and Retirement  Plans ($250
minimum). See Shareholder Services. For information regarding the proper form of
a purchase or redemption order, call the Fund at 800-821-5129. This offering may
be suspended,  changed or withdrawn.  Lord Abbett Distributor reserves the right
to reject  any order.  The net asset  value of our  shares is  calculated  every
business day as of the close of the New York Stock  Exchange  (NYSE) by dividing
net assets by the number of shares  outstanding.  Securities are valued at their
market value as more fully described in the Statement of Additional Information.


<PAGE>


BUYING SHARES THROUGH YOUR DEALER.  Orders for shares received by the Fund prior
to the  close of the  NYSE,  or  received  by  dealers  prior to such  close and
received by Lord Abbett Distributor prior to the close of its business day, will
be confirmed at the  applicable  public  offering  price  effective at such NYSE
close.  Orders  received by dealers  after the NYSE closes and  received by Lord
Abbett  Distributor  in proper form prior to the close of its next  business day
are executed at the applicable  public  offering price effective as of the close
of the NYSE on that next business day. The dealer is responsible  for the timely
transmission  of orders to Lord Abbett  Distributor.  A business day is a day on
which the NYSE is open for trading.

Lord Abbett Distributor may, for specified periods,  allow dealers to retain the
full sales charge for sales of shares during such periods,  or pay an additional
concession to a dealer who,  during a specified  period,  sells a minimum dollar
amount of our shares and/or shares of other Lord Abbett-sponsored funds. In some
instances,  such additional  concessions will be offered only to certain dealers
expected to sell  significant  amounts of shares.  Lord Abbett  Distributor may,
from time to time, implement promotions under which Lord Abbett Distributor will
pay a fee to dealers with respect to certain purchases not involving  imposition
of a sales charge. Additional payments may be paid from Lord Abbett Distributors
own resources  and will be made in the form of cash or, if  permitted,  non-cash
payments.  The non-cash  payments will include  business  seminars at resorts or
other  locations,   including  meals  and  entertainment,   or  the  receipt  of
merchandise. The cash payments will include payment of various business expenses
of the dealer. In selecting  dealers to execute  portfolio  transactions for the
Funds portfolio, if two or more dealers are considered capable of obtaining best
execution,  we may prefer the  dealer who has sold our shares  and/or  shares of
other Lord Abbett-sponsored funds.

BUYING  CLASS A  SHARES.  The  offering  price of Class A shares is based on the
per-share  net asset value next  computed  after your order is  accepted  plus a
sales charge as follows:
<TABLE>
<CAPTION>

                              Sales Charge as a             Dealer's
                              Percentage of:                Concession

                                                              as a          To Compute
                                             Net            Percentage      Offering
                              Offering       Amount         of Offering     Price, Divide
        Size of Investment    Price          Invested       Price           NAV by

        <S>                    <C>          <C>            <C>          <C>
        Less than $50,000       4.75%        4.99%          4.00%          .9525
        $50,000 to $99,999      4.75%        4.99%          4.25%          .9525
        $100,000 to $249,999    3.75%        3.90%          3.25%          .9625
        $250,000 to $499,999    2.75%        2.83%          2.50%          .9725
        $500,000 to $999,999    2.00%        2.04%          1.75%          .9800
        $1,000,000 or more      No Sales Charge             1.00%*        1.0000
<FN>

*Authorized  institutions  receive concessions on purchases made by a retirement
plan or other qualified  purchaser within a 12-month period  (beginning with the
first net asset value  purchase)  as follows:  1.00% on purchases of $5 million,
0.55%  of the next $5  million,  0.50% of the  next  $40  million  and  0.25% on
purchases over $50 million. See Class A Rule 12b-1 Plan below.

</FN>
</TABLE>

CLASS A SHARE VOLUME  DISCOUNTS.  This section describes several ways to qualify
for a lower  sales  charge  when  purchasing  Class A shares if you inform  Lord
Abbett  Distributor  or the Fund that you are  eligible at the time of purchase.
(1) Any purchaser (as described below) may aggregate a Class A share purchase in
the Fund with any share  purchases of any other  eligible Lord  Abbett-sponsored
fund, together with the current value at maximum offering price of any shares in
the Fund and in any eligible Lord Abbett-sponsored  funds held by the purchaser.
(Holdings  in the  following  funds are not  eligible  for the  above  rights of
accumulation:  Lord Abbett  Equity Fund (LAEF),  Lord Abbett Series Fund (LASF),
any series of the Lord Abbett  Research  Fund not offered to the general  public
(LARF) and Lord Abbett U.S.  Government  Securities  Money Market Fund  (GSMMF),
except for holdings in GSMMF which are attributable to any shares exchanged from
a Lord  Abbett-sponsored  fund.) (2) A purchaser may sign a non-binding 13-month
statement of  intention to invest  $100,000 or more in any shares of the Fund or
in any of the above  eligible  funds.  If the intended  purchases  are completed
during the period,  the total  amount of your  intended  purchases of any shares
will  determine the reduced  sales charge rate for the Class A shares  purchased
during the period. If not completed,  each Class A share purchase will be at the
sales charge for the aggregate of the actual share purchases. Shares issued upon
reinvestment of dividends or distributions  are not included in the statement of
intention. The term purchaser includes (i) an individual, (ii) an individual and
his or her spouse and children  under the age of 21 and (iii) a trustee or other
fiduciary  purchasing  shares  for a single  trust  estate or  single  fiduciary
account  (including a pension,  profit-sharing,  or other employee benefit trust
qualified under Section 401 of the Internal Revenue Code more than one qualified
employee  benefit  trust  of  a  single  employer,  including  its  consolidated
subsidiaries,  may be  considered  a single  trust,  as may  qualified  plans of
multiple  employers  registered  in the name of a  single  bank  trustee  as one
account), although more than one beneficiary is involved.

CLASS A SHARE NET ASSET VALUE PURCHASES.  Our Class A shares may be purchased at
net asset value by our  directors,  employees of Lord  Abbett,  employees of our
shareholder  servicing  agent and  employees of any  securities  dealer having a
sales  agreement with Lord Abbett  Distributor who consents to such purchases or
by the trustee or custodian under any pension or profit-sharing  plan or Payroll
Deduction IRA  established for the benefit of such persons or for the benefit of
any national  securities trade  organization to which Lord Abbett or Lord Abbett
Distributor  belongs or any company with an  account(s) in excess of $10 million
managed by Lord Abbett on a private-advisory-account basis. For purposes of this
paragraph,  the terms  directors and employees  include a directors or employees
spouse (including the surviving spouse of a deceased director or employee).  The
terms  directors and employees of Lord Abbett also include other family  members
and retired directors and employees. Our Class A shares also may be purchased at
net asset value (a) at $1 million or more, (b) with dividends and  distributions
on Class A shares of other Lord Abbett-sponsored funds, except for dividends and
distributions  on shares of LARF,  LAEF and LASF,  (c) under the loan feature of
the Lord  Abbett-sponsored  prototype  403(b)  plan for Class A share  purchases
representing the repayment of principal and interest,  (d) by certain authorized
brokers, dealers, registered investment advisers or other financial institutions
who have entered into an agreement  with Lord Abbett  Distributor  in accordance
with  certain  standards   approved  by  Lord  Abbett   Distributor,   providing
specifically for the use of our Class A shares in particular investment products
made  available  for a fee to  clients  of  such  brokers,  dealers,  registered
investment  advisers  and other  financial  institutions  (mutual  fund wrap fee
programs), (e) by employees, partners and owners of unaffiliated consultants and
advisers to Lord Abbett, Lord Abbett Distributor or Lord Abbett-sponsored  funds
who consent to such  purchase if such persons  provide  services to Lord Abbett,
Lord Abbett  Distributor  or such funds on a  continuing  basis and are familiar
with such  funds,  (f)  through  Retirement  Plans  with at least  100  eligible
employees  and (g) subject to  appropriate  documentation,  through a securities
dealer where the amount  invested  represents  redemption  proceeds  from shares
(Redeemed Shares) of a registered  open-end  management  investment  company not
distributed  or managed by Lord Abbett  Distributor or Lord Abbett (other than a
money market fund), if such redemptions have occurred no more than 60 days prior
to the  purchase  of our Class A shares,  the  Redeemed  Shares were held for at
least six  months  prior to  redemption  and the  proceeds  of  redemption  were
maintained in cash or a money market fund prior to purchase.  Purchasers  should
consider the impact, if any, of contingent deferred sales charges in determining
whether to redeem shares for subsequent  investment in our Class A shares.  Lord
Abbett  Distributor  may suspend or terminate the purchase option referred to in
(g) above at any time.

Our Class A shares may be issued at net asset value in exchange  for the assets,
subject  to  possible  tax  adjustment,  of a  personal  holding  company  or an
investment company.

CLASS A RULE 12B-1 PLAN.  We have adopted a Class A share Rule 12b-1 Plan (the A
Plan) which authorizes the payment of fees to authorized institutions (except as
to  certain  accounts  for which  tracking  data is not  available)  in order to
provide additional incentives for them (a) to provide continuing information and
investment  services to their Class A  shareholder  accounts  and  otherwise  to
encourage  those accounts to remain invested in the Fund and (b) to sell Class A
shares  of the  Fund.  Under  the A Plan,  in  order to save on the  expense  of
shareholders meetings and to provide


<PAGE>


flexibility  to the Board of Directors,  the Board,  including a majority of the
outside  directors who are not interested  persons of the Fund as defined in the
Investment  Company Act of 1940, is  authorized  to approve  annual fee payments
from our Class A assets of up to 0.50 of 1% of the  average  net asset  value of
such assets  consisting  of  distribution  and service  fees,  each at a maximum
annual rate not exceeding  0.25 of 1% except that the service fee may not exceed
0.15 of 1% in the case of shares  sold or  attributable  to shares sold prior to
June 1, 1990 (the Fee Ceiling).

Under the A Plan,  the Board has  approved  payments  by the Fund to Lord Abbett
Distributor  which uses or passes on to  authorized  institutions  (1) an annual
service fee (payable  quarterly) of .25% of the average daily net asset value of
the Class A shares  serviced  by  authorized  institutions;  and (2) a  one-time
distribution fee of up to 1% (reduced according to the following schedule: 1% of
the first $5 million,  .55% of the next $5 million, .50% of the next $40 million
and .25% over $50  million),  payable  at the time of sale on all Class A shares
sold during any  12-month  period  starting  from the day of the first net asset
value sale (i) at the $1 million  level by  authorized  institutions,  including
sales qualifying at such level under the rights of accumulation and statement of
intention  privileges;  or (ii)  through  Retirement  Plans  with at  least  100
eligible  employees.  In addition,  the Board has approved for those  authorized
institutions  which qualify,  a supplemental  annual  distribution  fee equal to
0.10% of the  average  daily net asset  value of the Class A shares  serviced by
authorized  institutions which have a satisfactory  program for the promotion of
such shares  comprising a significant  percentage of the Class A assets,  with a
lower than average redemption rate. Institutions and persons permitted by law to
receive such fees are authorized institutions.

Under the A Plan, Lord Abbett  Distributor is permitted to use payments received
to provide continuing  services to Class A shareholder  accounts not serviced by
authorized  institutions and, with Board approval, to finance any activity which
is primarily intended to result in the sale of Class A shares. Any such payments
are subject to the Fee Ceiling.  Any payments  under the A Plan not used by Lord
Abbett Distributor in this manner are passed on to authorized institutions.

Holders of Class A shares on which the 1% sales  distribution  fee has been paid
may be  required to pay to the Fund on behalf of its Class A shares a CDSC of 1%
of the  original  cost or the then net asset value,  whichever  is less,  of all
Class A shares so purchased which are redeemed out of the Lord  Abbett-sponsored
family of funds on or before the end of the twenty-fourth  month after the month
in which  the  purchase  occurred.  (An  exception  is made for  redemptions  by
Retirement  Plans  due to any  benefit  payment  such  as Plan  loans,  hardship
withdrawals,  death,  retirement or separation from service with respect to plan
participants or the  distribution of any excess  contributions.)  If the Class A
shares have been  exchanged  into  another  Lord  Abbett-sponsored  fund and are
thereafter  redeemed out of the Lord Abbett family of funds on or before the end
of such twenty-fourth  month, the charge will be collected for the Funds Class A
shares by the other  fund.  The Fund will  collect  such a charge for other Lord
Abbett-sponsored funds in a similar situation.

BUYING  CLASS B SHARES.  Class B shares  are sold at net  asset  value per share
without an initial  sales  charge.  However,  if Class B shares are redeemed for
cash before the sixth anniversary of their purchase, a CDSC may be deducted from
the redemption proceeds. That sales charge will not apply to shares purchased by
the reinvestment of dividends or capital gains distributions. The charge will be
assessed  on the  lesser  of the net  asset  value of the  shares at the time of
redemption or the original purchase price. The CDSC is not imposed on the amount
of your account  value  represented  by the increase in net asset value over the
initial purchase price (including increases due to the reinvestment of dividends
and  capital  gains  distributions).  The  Class B CDSC  is paid to Lord  Abbett
Distributor  to compensate it for its services  rendered in connection  with the
distribution  of Class B shares,  including  the payment and  financing of sales
commissions. See Class B Rule 12b-1 Plan below.

To determine  whether the CDSC applies to a redemption,  the Fund redeems shares
in the following  order:  (1) shares  acquired by  reinvestment of dividends and
capital  gains  distributions,  (2) shares held until the sixth  anniversary  of
their purchase or later, and (3) shares held the longest


<PAGE>


before the sixth anniversary of their purchase.

The amount of the CDSC will depend on the number of years since you invested and
the dollar amount being redeemed, according to the following schedule:

Anniversary
of the Day on                 Contingent Deferred
Which the Purchase            Sales Charge on
Order Was Accepted            Redemptions
                              (As % of Amount
On      Before                Subject to Charge)

        1st                   5.0%
1st     2nd                   4.0%
2nd     3rd                   3.0%
3rd     4th                   3.0%
4th     5th                   2.0%
5th     6th                   1.0%
on or after the               None
6th anniversary

In the table,  an  anniversary  is the 365th day  subsequent  to a purchase or a
prior  anniversary.  All  purchases  are  considered  to have  been  made on the
business day the purchase was made. See Buying Shares Through Your Dealer above.

If  Class  B  shares  are  exchanged   into  the  same  class  of  another  Lord
Abbett-sponsored  fund and the new shares  are  subsequently  redeemed  for cash
before the sixth anniversary of the original purchase,  the CDSC will be payable
on the new shares on the basis of the time elapsed  from the original  purchase.
The Fund will collect such a charge for other Lord  Abbett-sponsored  funds in a
similar situation.

WAIVER OF CLASS B SALES CHARGES.  The Class B CDSC will not be applied to shares
purchased in certain types of transactions  nor will it apply to shares redeemed
in certain circumstances as described below.

The Class B CDSC will be waived for redemptions of shares (i) in connection with
the  Systematic  Withdrawal  Plan and  Div-Move  services,  as described in more
detail under  Shareholder  Services below;  (ii) by Retirement  Plans due to any
benefit payment such as Plan loans, hardship withdrawals,  death,  retirement or
separation from service with respect to plan participants or the distribution of
any excess contributions,  and (iii) in connection with mandatory  distributions
under 403(b) plans and individual retirement accounts.

CLASS B RULE 12B-1  PLAN.  The Fund has  adopted a Class B share Rule 12b-1 Plan
(the B Plan) under which the Fund periodically pays Lord Abbett  Distributor (i)
an annual  service fee of 0.25 of 1% of the average daily net asset value of the
Class B shares and (ii) an annual  distribution fee of 0.75 of 1% of the average
daily net asset value of the Class B shares that are outstanding for less than 8
years.

Lord  Abbett   Distributor  uses  the  service  fee  to  compensate   authorized
institutions  for  providing  personal  services for accounts  that hold Class B
shares. Those services are primarily similar to those provided under the A Plan,
described above.

Lord Abbett  Distributor  pays an up-front  payment to  authorized  institutions
totalling 4%,  consisting of 0.25% for service and 3.75% for a sales  commission
as described below.

Lord Abbett Distributor pays the 0.25% service fee to authorized institutions in
advance for the first year after Class B shares have been sold by the authorized
institutions.  After  the  shares  have  been  held  for  a  year,  Lord  Abbett
Distributor pays the service fee on a quarterly basis.  Lord Abbett  Distributor
is entitled to retain such service fee payable  under the B Plan with respect to
accounts  for which there is no  authorized  institution  of record or for which
such authorized  institution  did not qualify.  Although not obligated to do so,
Lord Abbett  Distributor  may waive  receipt from the Fund of part of all of the
service fee payments.

The  0.75%  annual  distribution  fee is  paid  to Lord  Abbett  Distributor  to
compensate it for its services  rendered in connection with the  distribution of
Class B shares,  including  the  payment  and  financing  of sales  commissions.
Although Class B shares are sold without a front-end  sales charge,  Lord Abbett
Distributor pays authorized institutions responsible for sales of Class B shares
a sales  commission of 3.75% of the purchase price.  This payment is made at the
time of sale from Lord Abbett  Distributors own resources.  Lord Abbett has made
arrangements to finance these commission


<PAGE>


payments,  which arrangements  include  non-recourse  assignments by Lord Abbett
Distributor to the financing party of such  distribution and CDSC payments which
are made to Lord Abbett  Distributor  by  shareholders  who redeem their Class B
shares within six years of their purchase.

The  distribution  fee and the CDSC payments  described above allow investors to
buy Class B shares  without a front-end  sales charge while allowing Lord Abbett
Distributor to compensate authorized  institutions that sell Class B shares. The
CDSC is intended to supplement Lord Abbett  Distributors  reimbursement  for the
commission  payments it has made with  respect to Class B shares and its related
distribution  and financing  costs. The distribution fee payments are at a fixed
rate and the CDSC payments are of a nature that,  during any year, both forms of
payment may not be  sufficient  to  reimburse  Lord Abbett  Distributor  for its
actual expenses. The Fund is not liable for any expenses incurred by Lord Abbett
Distributor in excess of (i) the amount of such  distribution fee payments to be
received by Lord Abbett Distributor and (ii) unreimbursed  distribution expenses
of Lord Abbett  Distributor  incurred in a prior plan year, subject to the right
of the Board of Directors or shareholders to terminate the B Plan. Over the long
term the expenses  incurred by Lord Abbett  Distributor are likely to be greater
than such  distribution  fee and CDSC  payments.  Nevertheless,  there  exists a
possibility  that for a short-term  period Lord Abbett  Distributor may not have
sufficient expenses to warrant reimbursement by receipt of such distribution fee
payments. Although Lord Abbett Distributor undertakes not to make a profit under
the B Plan,  the B Plan is considered a  compensation  plan (i.e.,  distribution
fees are paid regardless of expenses incurred) in order to avoid the possibility
of Lord Abbett  Distributor not being able to receive  distribution fees because
of a temporary timing difference  between its incurring  expenses and receipt of
such distribution fees.

AUTOMATIC  CONVERSION  OF CLASS B  SHARES.  On the  eighth  anniversary  of your
purchase of Class B shares,  those shares will automatically  convert to Class A
shares.  This  conversion  relieves  Class B  shareholders  of the higher annual
distribution  fee that  applies  to Class B shares  under the Class B Rule 12b-1
Plan.  The  conversion  is  based on the  relative  net  asset  value of the two
classes,  and no sales  charge or other  charge is imposed.  When Class B shares
convert,  any other Class B shares that were  acquired  by the  reinvestment  of
dividends  and  distributions  will also convert to Class A shares on a pro rata
basis.  The conversion  feature is subject to the continued  availability  of an
opinion of counsel or of a tax ruling  described in Purchases,  Redemptions  and
Shareholder Services in the Statement of Additional Information.

BUYING  CLASS C SHARES.  Class C shares  are sold at net  asset  value per share
without an initial  sales  charge.  However,  if Class C shares are redeemed for
cash  before  the  first  anniversary  of their  purchase,  a CDSC of 1% will be
deducted from the redemption proceeds.  That reimbursement charge will not apply
to  shares   purchased  by  the  reinvestment  of  dividends  or  capital  gains
distributions.  The charge will be assessed on the lesser of the net asset value
of the shares at the time of redemption or the original purchase price. The CDSC
is not imposed on the amount of your account value  represented  by the increase
in net asset value over the initial purchase price  (including  increases due to
the reinvestment of dividends and capital gains distributions). The Class C CDSC
is paid to the Fund to  reimburse  it, in whole or in part,  for the service and
distribution  fee payment made by the Fund at the time such shares were sold, as
described below. To determine whether the CDSC applies to a redemption, the Fund
redeems shares in the following  order:  (1) shares  acquired by reinvestment of
dividends and capital gains distributions, (2) shares held for one year or more,
and (3) shares held the longest before the first  anniversary of their purchase.
If  Class  C  shares  are  exchanged   into  the  same  class  of  another  Lord
Abbett-sponsored  fund and subsequently redeemed before the first anniversary of
their  original  purchase,  the charge  will be  collected  by the other fund on
behalf of this Funds  Class C shares.  The Fund will  collect  such a charge for
other Lord Abbett-sponsored funds in a similar situation.

CLASS C RULE 12B-1  PLAN.  The Fund has  adopted a Class C share Rule 12b-1 Plan
(the C Plan) under which (except as to certain  accounts for which tracking data
is not  available)  the Fund pays  authorized  institutions  through Lord Abbett
Distributor  (1) a service  fee and a  distribution  fee, at the time shares are
sold, not to exceed 0.25 and 0.75 of 1%, respectively, of the net asset value of
such shares and (2) at each quarter-end  after the first anniversary of the sale
of shares, fees for services and distribution at annual rates not to exceed 0.25
and 0.75 of 1% respectively,


<PAGE>


of the average annual net asset value of such shares outstanding  (payments with
respect to shares not outstanding during the full quarter to be prorated). These
service and distribution  fees are for purposes similar to those mentioned above
with  respect  to the A Plan.  Sales in clause  (1)  exclude  shares  issued for
reinvested  dividends and  distributions  and shares  outstanding  in clause (2)
include shares issued for reinvested dividends and distributions after the first
anniversary  of their  issuance.  Lord  Abbett  Distributor  may retain from the
quarterly  distribution  fee, for the payment of distribution  expenses incurred
directly  by it, an amount not to exceed  .10% of the average net asset value of
such shares outstanding.

6    SHAREHOLDER SERVICES

We offer the following shareholder services:

TELEPHONE  EXCHANGE  PRIVILEGE:  Shares of any class may be exchanged  without a
service   charge:   (a)  for  shares  of  the  same  class  of  any  other  Lord
Abbett-sponsored  fund  except  for (i)  LAEF,  LASF and  LARF and (ii)  certain
tax-free,  single-state series where the exchanging shareholder is a resident of
a state in which such  series is not  offered for sale and (b) for shares of any
authorized  institutions  affiliated  money market fund  satisfying  Lord Abbett
Distributor as to certain omnibus account and other criteria (together, Eligible
Funds).

You or YOUR REPRESENTATIVE  WITH PROPER  IDENTIFICATION can instruct the Fund to
exchange  uncertificated  shares  of a class  (held by the  transfer  agent)  by
telephone.  Shareholders  have this privilege  unless they refuse it in writing.
The Fund will not be liable for following instructions communicated by telephone
that it reasonably believes to be genuine and will employ reasonable  procedures
to confirm that instructions  received are genuine,  including requesting proper
identification  and  recording  all telephone  exchanges.  Instructions  must be
received  by the Fund in Kansas  City  (800-821-5129)  prior to the close of the
NYSE to obtain each funds net asset value per class share on that day. Expedited
exchanges  by  telephone  may be  difficult  to  implement  in times of  drastic
economic or market  change.  The exchange  privilege  should not be used to take
advantage of  short-term  swings in the market.  The Fund  reserves the right to
terminate  or  limit  the  privilege  of  any  shareholder  who  makes  frequent
exchanges.  The Fund can revoke the privilege for all shareholders  upon 60 days
prior written  notice.  A prospectus  for the other Lord  Abbett-sponsored  fund
selected by you should be obtained and read before an exchange.  Exercise of the
Exchange  Privilege  will be treated as a sale for federal  income tax  purposes
and, depending on the circumstances, a capital gain or loss may be recognized.

SYSTEMATIC WITHDRAWAL PLAN (SWP): Except for Retirement Plans for which there is
no such  minimum,  if the maximum  offering  price value of your  uncertificated
shares is at least $10,000, you may have periodic cash withdrawals automatically
paid to you in either fixed or variable amounts. With respect to Class B shares,
the CDSC  will be  waived on  redemptions  of up to 12% per year of  either  the
current  net  asset  value of your  account  or your  original  purchase  price,
whichever  is  higher.  For  Class B shares  (over  12% per  year) and C shares,
redemption  proceeds due to a SWP will be derived from the following  sources in
the order listed:  (1) shares  acquired by reinvestment of dividends and capital
gains,  (2)  shares  held for six  years or more  (Class  B) or one year or more
(Class C); and (3) shares held the longest before the sixth anniversary of their
purchase (Class B) or before the first  anniversary of their purchase (Class C).
Shareholders  should be careful in establishing a SWP,  especially to the extent
that such a withdrawal  exceeds the annual  total  return for a class,  in which
case, the shareholders original principal will be invaded and, over time, may be
depleted.

DIV-MOVE:  You can  invest  the  dividends  paid on your  account  ($50  minimum
investment) into an existing account within the same class in any Eligible Fund.
The  account  must be either  your  account,  a joint  account  for you and your
spouse,  a single account for your spouse or a custodial  account for your minor
child under the age of 21. Such  dividends are not subject to a CDSC. You should
read the prospectus of any other fund before investing.


<PAGE>


INVEST-A-MATIC:   You  can  make  fixed,   periodic   investments  ($50  minimum
investment)  into the Fund and/or any Eligible Fund by means of automatic  money
transfers from your bank checking account. You should read the prospectus of the
other fund before investing.

RETIREMENT  PLANS:  Lord Abbett makes  available the  retirement  plan forms and
custodial   agreements  for  IRAs  (Individual   Retirement  Accounts  including
Simplified  Employee  Pensions),  403(b)  plans and pension  and  profit-sharing
plans, including 401(k) plans.

HOUSEHOLDING:  A single copy of an annual or semi-annual  report will be sent to
an address to which more than one  registered  shareholder  of the Fund with the
same last name has indicated mail is to be delivered,  unless additional reports
are specifically requested in writing or by telephone.

All correspondence  should be directed to Lord Abbett  Bond-Debenture Fund, Inc.
(P.O. Box 419100, Kansas City, Missouri 64141; 800-821-5129).

7    OUR MANAGEMENT

Our business is managed by our officers on a day-to-day  basis under the overall
direction  of our Board of Directors  with the advice of Lord Abbett.  We employ
Lord Abbett as  investment  manager  pursuant to a  Management  Agreement.  Lord
Abbett has been an investment  manager for over 65 years and  currently  manages
over $19 billion in a family of mutual funds and other advisory accounts.  Under
the Management  Agreement,  Lord Abbett provides us with  investment  management
services  and  executive  and  other  personnel,  pays the  remuneration  of our
officers and  directors  affiliated  with Lord  Abbett,  provides us with office
space and pays for ordinary and necessary office and clerical  expenses relating
to research, statistical work and supervision of our portfolio and certain other
costs.   Lord  Abbett   provides   similar   services   to  twelve   other  Lord
Abbett-sponsored  funds having  various  investment  objectives and also advises
other investment clients.  Christopher J. Towle, Executive Vice President of the
Fund, has been primarily  responsible for the day-to-day  management of the Fund
since June 1, 1995,  and he has been  involved with the Funds  management  since
1987.

Mr.  Towle  has been with  Lord  Abbett  nine  years  and has  sixteen  years of
investment experience.

We pay Lord  Abbett a monthly  fee,  based on average  daily net assets for each
month.  For the fiscal year ended December 31, 1995, the fee paid to Lord Abbett
as a percentage  of average  daily net assets was at the annual rate of .47%. In
addition,  we pay all expenses not expressly assumed by Lord Abbett. Our Class A
share ratio of  expenses,  including  management  fee  expenses,  to average net
assets for the year ended December 31, 1995 was .82%.

THE FUND.  The Fund is a  diversified  open-end  management  investment  company
incorporated under Maryland law on January 23, 1976. Its Class A, B and C shares
have equal rights as to voting,  dividends,  assets and  liquidation  except for
differences resulting from certain class-specific expenses.

8    DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Our net  investment  income  is  paid to  shareholders  monthly  as a  dividend.
Dividends may be taken in cash or  reinvested in additional  shares at net asset
value without a sales charge.

If you  elect a cash  payment  (i) a  check  will  be  mailed  to you as soon as
possible after the monthly  reinvestment  date or (ii) if you arrange for direct
deposit, your payment will be wired directly to your bank account within one day
after the date on which the dividend is paid.

A long-term  capital gains  distribution is made when we have net profits during
the year from sales of  securities  which we have held more than one year. If we
realize net short-term capital gains, they also will be distributed. Any capital
gains  distribution  will be paid in January.  You may take the  distribution in
cash or reinvest  it in  additional  shares at net asset  value  without a sales
charge.

Supplemental  dividends  and  distributions  also  may be  paid in  December  or
January.  Dividends and distributions declared in October,  November or December
of any  year to  shareholders  of  record  as of a date in such a month  will be
treated for federal income tax purposes as having been received by  shareholders
in that year if they are paid before February 1 of the following year. We intend
to continue to meet the  requirements  of  Subchapter M of the Internal  Revenue
Code. We will try to distribute to  shareholders  all our net investment  income
and net realized capital gains, so as to


<PAGE>


avoid  the  necessity  of the Fund  paying  federal  income  tax.  Shareholders,
however,  must report  dividends  and  capital  gains  distributions  as taxable
income.  Distributions  derived  from net  long-term  capital  gains  which  are
designated  by  the  Fund  as  capital  gains   dividends  will  be  taxable  to
shareholders  as long-term  capital gains,  whether  received in cash or shares,
regardless  of how long a taxpayer has held the shares.  Under  current law, net
long-term  capital gains are taxed at the rates  applicable to ordinary  income,
except that the maximum rate for long-term capital gains for individuals is 28%.
Legislation  pending as of the date of this Prospectus  would have the effect of
reducing the federal income tax rate on capital  gains.  See  Performance  for a
discussion  of the  purchase  of  high-coupon  securities  at a premium  and the
distribution  to shareholders as ordinary income of all interest income on those
securities.  This practice  increases current income of the Fund, but may result
in higher taxable income to Fund  shareholders  than other portfolio  management
practices.

Shareholders may be subject to a $50 penalty under the Internal Revenue Code and
we may be required to withhold and remit to the U.S. Treasury a portion (31%) of
any redemption  proceeds  (including the value of shares  exchanged into another
Lord Abbett-sponsored fund), and of any dividend or distribution on any account,
where  the  payee   (shareholder)   failed   to   provide  a  correct   taxpayer
identification number or to make certain required certifications.

We will  inform  shareholders  of the federal  tax status of each  dividend  and
distribution  after the end of each calendar year.  Shareholders  should consult
their tax advisers concerning applicable state and local taxes as well as on the
tax  consequences  of gains or losses  from the  redemption  or  exchange of our
shares.

9    REDEMPTIONS

To obtain the proceeds of an  expedited  redemption  of $50,000 or less,  you or
your representative with proper  identification can telephone the Fund. The Fund
will not be liable for following instructions  communicated by telephone that it
reasonably  believes  to be genuine  and will employ  reasonable  procedures  to
confirm that  instructions  received are genuine,  including  requesting  proper
identification,  recording  all telephone  redemptions  and mailing the proceeds
only  to  the  named  shareholder  at  the  address  appearing  on  the  account
registration.

If you do not qualify for the expedited  procedures  described  above, to redeem
shares  directly,  send your request to Lord Abbett  Bond-Debenture  Fund,  Inc.
(P.O. Box 419100,  Kansas City,  Missouri 64141) with signature(s) and any legal
capacity of the signer(s)  guaranteed by an eligible  guarantor,  accompanied by
any certificates for shares to be redeemed and other required documentation.  We
will  make  payment  of the net  asset  value  of the  shares  on the  date  the
redemption order was received in proper form.  Payment will be made within three
days.  The Fund may suspend  the right to redeem  shares for not more than seven
days (or longer under unusual circumstances as permitted by Federal law). If you
have  purchased  Fund  shares  by check  and  subsequently  submit a  redemption
request, redemption proceeds will be paid upon clearance of your purchase check,
which may take up to 15 days.  To avoid delays you may arrange for the bank upon
which a check was drawn to  communicate  to the Fund that the check has cleared.
Shares  also  may be  redeemed  by the  Fund at net  asset  value  through  your
securities dealer who, as an unaffiliated dealer, may charge you a fee.

If  your  dealer  receives  your  order  prior  to the  close  of the  NYSE  and
communicates it to Lord Abbett, as our agent, prior to the close of Lord Abbetts
business  day,  you will receive the net asset value as of the close of the NYSE
on that day.  If the dealer  does not  communicate  such an order to Lord Abbett
until the next  business  day,  you will  receive  the net asset value as of the
close of the NYSE on that next business day.

Shareholders  who have redeemed  their shares have a one-time right to reinvest,
in another  account having the identical class and  registration,  in any of the
Eligible Funds at the then applicable net asset value (i) without the payment of
a front-end sales charge or (ii) with reimbursement for the payment of any CDSC.
Such  reinvestment  must be made within 60 days of the redemption and is limited
to no more than the amount of the redemption proceeds.


<PAGE>


Under certain  circumstances  and subject to prior written notice,  our Board of
Directors may authorize  redemption of all of the shares in any account in which
there are fewer than 25 shares.

Tax-qualified   Plans:  For  redemptions  of  $50,000  or  less,  follow  normal
redemption  procedures.  Redemptions  over  $50,000  must be in writing from the
employer,  broker or plan  administrator  stating the reason for the redemption.
The  reason  for the  redemption  must be  received  by the Fund  prior  to,  or
concurrent with, the redemption request.

10   PERFORMANCE

Lord Abbett  Bond-Debenture Fund completed its fiscal year on December 31, 1995.
The Fund's  total return (the  percent  change in net asset value,  assuming the
reinvestment of all  distributions)  was 17.5% for the year.  Dividends totaling
$.876 per share were paid over this  period.  The Fund's  dividend  distribution
rates  (based on the monthly  dividend of $.073) were 9.4% and 9.0% based on the
net asset value of $9.29 and the maximum offering price of $9.75,  respectively,
at the close of the fiscal year.  Prior to July 12, 1996,  the Fund had only one
class of shares,  which class is now designated  Class A. The  performance  data
provided in this section of the Prospectus are for those shares.

After a surge last fall that heightened  inflation concerns,  the economy slowed
during the winter in response to credit  restraints by the Federal Reserve.  The
Fund  benefited   from  this  years   favorable   inflation  and   interest-rate
environment.  We  adjusted  some of the Funds  strategies  in the second half of
1995, in response to the strong performance of financial markets. In particular,
we reduced our holdings of convertibles  (securities  which can be exchanged for
the underlying shares of the issuers common stock).

YIELD AND TOTAL  RETURN.  Yield and total return data may, from time to time, be
included in  advertisements  about the Fund. Each class of shares calculates its
yield  by  dividing  the  annualized  net  investment  income  per  share on the
portfolio  during a 30-day period by the maximum  offering price on the last day
of the  period.  The yield of each class will  differ  because of the  different
expenses  (including actual 12b-1 fees) of each class of shares.  The yield data
represents  a  hypothetical  investment  return on the  portfolio,  and does not
measure an investment  return based on dividends  actually paid to shareholders.
To show that return, a dividend  distribution  rate may be calculated.  Dividend
distribution  rate is  calculated  by dividing the  dividends of a class derived
from net investment  income during a stated period by the maximum offering price
on the last day of the period. Yields and dividend distribution rate for Class A
shares reflect the deduction of the maximum  initial sales charge,  but may also
be shown  based on the Funds net asset  value per share.  Yields for Class B and
Class C shares do not reflect the deduction of the CDSC.

Total return for the one-,  five- and ten-year  periods  represents  the average
annual  compounded  rate of return on an investment of $1,000 in the Fund at the
maximum public offering  price.  When total return is quoted for Class A shares,
it includes the payment of the maximum  initial sales charge.  When total return
is  shown  for  Class B and  Class C  shares,  it  reflects  the  effect  of the
applicable  CDSC.  Total return also may be presented for other periods or based
on investments at reduced sales charge levels or net asset value.  Any quotation
of total return not reflecting the maximum sales charge  (front-end,  level,  or
back-end)  would be reduced if such sales charge were used.  Quotations of yield
or total return for any period when an expense  limitation  is in effect will be
greater than if the limitation had not been in effect.  See Past  Performance in
the Statement of Additional Information for a more detailed description.

The Funds  dividend  distribution  rate may differ from its SEC yield  primarily
because  the  Fund  may  purchase  short-  and   intermediate-term   high-coupon
securities  at a  premium  and,  consistent  with  applicable  tax  regulations,
distribute to shareholders all of the interest income on these


<PAGE>

securities  without  amortizing the premiums.  This practice also is used by the
Fund for  financial  statement  purposes  and is in  accordance  with  generally
accepted accounting principles.  In other words, the Fund may pay more than face
value for a security that pays a  greater-than-market  rate of interest and then
distribute all such interest as dividends. The principal payable on the security
at maturity will equal face value,  and so the market value of the security will
gradually  decrease  to face  value,  assuming  no changes in the market rate of
interest or in the credit quality of the issuer.  Shareholders  should recognize
that such  dividends  therefore will tend to decrease the net asset value of the
Fund.  Dividends paid from this interest  income are taxable to  shareholders at
ordinary income rates.

The Fund may make  distributions in excess of net investment income from time to
time to provide more stable  dividends.  Such  distributions  could cause slight
decreases in net asset values over time, but historically have not resulted in a
return of capital for tax purposes.

SEE  PERFORMANCE IN THE STATEMENT OF ADDITIONAL  INFORMATION FOR A MORE DETAILED
DISCUSSION CONCERNING THE COMPUTATION OF THE FUNDS TOTAL RETURN AND YIELD.

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFER IS NOT  AUTHORIZED  OR IN WHICH THE PERSON  MAKING  SUCH OFFER IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.

NO PERSON IS AUTHORIZED TO GIVE ANY  INFORMATION OR TO MAKE ANY  REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS OR IN SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY
THE  FUND  AND  NO  PERSON  IS  ENTITLED  TO  RELY  UPON  ANY   INFORMATION   OR
REPRESENTATION  NOT CONTAINED HEREIN OR THEREIN.

<PAGE>

Comparison  of change in value of a $10,000  investment in Class A shares of the
Fund,  assuming  reinvestment of all dividends and  distributions,  with Salomon
Brothers Broad Investment  High-Grade  Index,  First Boston High-Yield Index and
Value Line Convertible Index.


<TABLE>
<CAPTION>

               FUND            FUND           SALOMON        
                AT              AT            BROTHERS           FIRST
                NET           MAXIMUM     BROAD INVESTMENT       BOSTON          VALUE LINE
               ASSET          OFFERING      HIGH-GRADE         HIGH-YIELD      CONVERTIBLE
 DATE          VALUE          PRICE           INDEX              INDEX            INDEX
 ----          ------         --------    ---------------      ---------       ------------
<S>          <C>            <C>            <C>                 <C>            <C> 
12-31-84       $10,000        $ 9,525        $10,000             $10,000        $10,000
12-31-85        12,102         11,526         12,225              12,494         12,539
12-31-86        13,386         12,749         14,114              14,447         14,378
12-31-87        13,637         12,989         14,479              15,392         13,350
12-31-88        15,519         14,781         15,636              17,496         15,265
12-31-89        16,304         15,528         17,894              17,564         16,405
12-31-90        15,070         14,353         19,521              16,443         14,248
12-31-91        20,847         19,856         22,638              23,634         18,417
12-31-92        24,181         23,031         24,359              27,574         21,763
12-31-93        28,043         26,711         26,775              32,785         26,264
12-31-94        26,959         26,677         26,009              32,470         25,234
12-31-95        27,177         24,926         25,218              30,506         25,574

<FN>


(1)  Data  reflects the  deduction of the maximum  initial sales charge of 4.75%
     applicable to Class A shares.

(2)  Performance numbers for Salomon Brothers Broad Investment High-Grade Index,
     First  Boston  High-Yield  Index and Value  Line  Convertible  Index do not
     reflect  transaction  costs or management  fees. An investor  cannot invest
     directly  in any of these  unmanaged  indices.  A review of the Funds  1995
     annual  shareholders  report shows a history of the Funds  portfolio  blend
     changing  through the years but composed  primarily of three  categories of
     securities:  (i) lower rated debt  (including  straight-preferred  stocks),
     (ii) equity-related securities and (iii) high-grade debt. The three indices
     chosen to compare to the Funds  performance  have  elements  of these three
     categories, but since there is no one index combining all three in the same
     annual blend as the Funds  portfolio,  these three separate indices may not
     be a valid comparison for the Fund.

(3)  Total return is the percent change in value, after deduction of the maximum
     initial  sales  charge of  4.75%,  applicable  to Class A shares,  with all
     dividends  and  distributions  reinvested  for  the  periods  shown  ending
     December  31, 1995 using the  SEC-required  uniform  method to compute such
     return.
<PAGE>
Investment Manager and Underwriter
Lord, Abbett & Co. and Lord Abbett Distributor LLC
The General Motors Building
767 Fifth Avenue
New York, New York 10153-0203
212-848-1800

Custodian 
The Bank of New York
48 Wall Street 
New York, New York 10286

Transfer Agent and Dividend 
Disbursing Agent
United Missouri Bank of Kansas City, N.A.
Tenth and Grand
Kansas City, Missouri 64141

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

Auditors
Deloitte & Touche LLP

Counsel
Debevoise & Plimpton
Printed in the U.S.A.
<PAGE>
LORD ABBETT                                                  July 15, 1996


Statement of Additional Information


                                   Lord Abbett
                                 Bond-Debenture
                                   Fund, Inc.


This Statement of Additional  Information is not a Prospectus.  A Prospectus may
be obtained  from your  securities  dealer or from Lord Abbett  Distributor  LLC
("Lord Abbett  Distributor") at The General Motors  Building,  767 Fifth Avenue,
New York, New York 10153-0203.  This Statement relates to, and should be read in
conjunction with, the Prospectus dated July 15, 1996.

Lord Abbett  Bond-Debenture  Fund,  Inc.  (sometimes  referred to as "we" or the
"Fund") was organized in 1970 and was incorporated under Maryland law on January
23, 1976. As of July 12, 1996,  our  300,000,000  shares of  authorized  capital
stock  consist of three  classes  (A, B and C),  $0.01 par  value.  The Board of
Directors  will  allocate  these  authorized  shares of capital  stock among the
classes  from  time to time.  Prior to July 12,  1996,  we had only one class of
shares,  which  class is now  designated  Class A.  The  Class B shares  will be
offered to the public for the first time on or about August 1, 1996.  All shares
have  equal  noncumulative  voting  rights  and equal  rights  with  respect  to
dividends,  assets and liquidation,  except for certain class-specific expenses.
They are fully paid and  nonassessable  when  issued and have no  preemptive  or
conversion rights.

Rule 18f-2 under the Act provides that any matter  required to be submitted,  by
the provisions of the Act or applicable  state law or otherwise,  to the holders
of the outstanding  voting securities of an investment  company such as the Fund
shall not be deemed to have been  effectively  acted upon unless approved by the
holders of a majority of the  outstanding  shares of each class affected by such
matter.  Rule 18f-2 further provides that a class shall be deemed to be affected
by a matter unless the  interests of each class in the matter are  substantially
identical or the matter does not affect any interest of such class. However, the
Rule exempts the selection of independent  public  accountants,  the approval of
principal distributing contracts and the election of directors from its separate
voting requirements.

Shareholder  inquiries  should  be made by  writing  directly  to the Fund or by
calling 800-821-5129. In addition, you can make inquiries through your dealer.

         TABLE OF CONTENTS                                             Page

1.       Investment Objective and Policies                             2

2.       Directors and Officers                                        3

3.       Investment Advisory and Other Services                        5

4.       Portfolio Transactions                                        6

5.       Purchases, Redemptions and Shareholder Services               7

6.       Past Performance                                              13

7.       Taxes                                                         14

8.       Information About the Fund                                    14

9.       Financial Statements                                          15

10.      Appendix                                                      15


<PAGE>



                                       1.


                        Investment Objective and Policies

Fundamental Investment Restrictions
- -----------------------------------
The Fund may not:  (1) borrow  money,  except  that (i) the Fund may borrow from
banks (as defined in the Investment Company Act of 1940, as amended (the "Act"))
in amounts up to 33 1/3% of its total assets  (including  the amount  borrowed),
(ii) the  Fund  may  borrow  up to an  additional  5% of its  total  assets  for
temporary  purposes,  (iii) the Fund may obtain such short-term credit as may be
necessary for the clearance of purchases and sales of portfolio  securities  and
(iv) the Fund may  purchase  securities  on margin to the  extent  permitted  by
applicable  law; (2) pledge its assets (other than to secure  borrowings,  or to
the  extent  permitted  by  the  Fund's  investment  policies  as  permitted  by
applicable law); (3) engage in the  underwriting of securities,  except pursuant
to a merger  or  acquisition  or to the  extent  that,  in  connection  with the
disposition of its portfolio  securities,  it may be deemed to be an underwriter
under federal securities laws; (4) make loans to other persons,  except that the
acquisition  of  bonds,  debentures  or  other  corporate  debt  securities  and
investment   in   government   obligations,   commercial   paper,   pass-through
instruments, certificates of deposit, bankers acceptances, repurchase agreements
or any similar  instruments shall not be subject to this limitation,  and except
further  that the Fund may lend  its  portfolio  securities,  provided  that the
lending of portfolio  securities may be made only in accordance  with applicable
law; (5) buy or sell real estate  (except that the Fund may invest in securities
directly or indirectly  secured by real estate or interests therein or issued by
companies  which invest in real estate or interests  therein) or  commodities or
commodity  contracts (except to the extent the Fund may do so in accordance with
applicable  law and without  registering  as a commodity pool operator under the
Commodity  Exchange  Act as, for  example,  with  futures  contracts);  (6) with
respect to 75% of the gross  assets of the Fund,  buy  securities  of one issuer
representing  more than (i) 5% of the Fund's  gross  assets,  except  securities
issued or guaranteed by the U.S.  Government,  its agencies or instrumentalities
or (ii) 10% of the voting securities of such issuer; (7) invest more than 25% of
its  assets,  taken  at  market  value,  in the  securities  of  issuers  in any
particular industry (excluding  securities of the U.S. Government,  its agencies
and  instrumentalities);  or (8) issue  senior  securities  to the  extent  such
issuance would violate applicable law.

With respect to the restrictions mentioned herein, compliance therewith will not
be affected by changes in the market value of portfolio  securities  but will be
determined at the time of purchase or sale of such securities.

Non-Fundamental   Investment   Restrictions.   In  addition  to  the  investment
- -------------------------------------------
restrictions above which cannot be changed without shareholder approval, we also
are subject to the following  non-fundamental  investment  policies which may be
changed by the Board of Directors  without  shareholder  approval.  The Fund may
not:  (1)  borrow in excess  of 5% of its gross  assets  taken at cost or market
value, whichever is lower at the time of borrowing, and then only as a temporary
measure  for  extraordinary  or  emergency  purposes;  (2) make  short  sales of
securities  or  maintain  a short  position  except to the extent  permitted  by
applicable  law;  (3) invest  knowingly  more than 15% of its net assets (at the
time of investment) in illiquid securities, except for securities qualifying for
resale under Rule 144A of the Securities Act of 1933, deemed to be liquid by the
Board of Directors;  (4) invest in the securities of other investment  companies
except as  permitted by  applicable  law;  (5) invest in  securities  of issuers
which,  with  their  predecessors,  have a  record  of less  than  three  years'
continuous  operations,  if more than 5% of the  Fund's  total  assets  would be
invested   in  such   securities   (this   restriction   shall   not   apply  to
mortgaged-backed  securities,  asset-backed  securities or obligations issued or
guaranteed by the U. S. Government, its agencies or instrumentalities); (6) hold
securities of any issuer if more than 1/2 of 1% of the securities of such issuer
are owned  beneficially  by one or more  officers or directors of the Fund or by
one or more partners or members of the Fund's  underwriter or investment adviser
if these owners in the aggregate own beneficially more than 5% of the securities
of such issuer;  (7) invest in warrants if, at the time of the acquisition,  its
investment in warrants,  valued at the lower of cost or market,  would exceed 5%
of the Fund's total assets (included  within such limitation,  but not to exceed
2% of the Fund's total assets, are warrants which are not listed on the New York
or American  Stock  Exchange or a major  foreign  exchange);  (8) invest in real
estate limited  partnership  interests or interests in oil, gas or other mineral
leases, or exploration or other development  programs,  except that the Fund may
invest  in  securities  issued by  companies  that  engage in oil,  gas or other
mineral exploration or other development activities; (9) write, purchase or sell
puts, calls,  straddles,  spreads or combinations thereof,  except to the extent
permitted in the Fund's prospectus and statement of additional  information,  as
they  may be  amended  from  time to  time;  (10) buy 
                                       2

<PAGE>
from or sell to any of its officers,  directors,  employees,  or its  investment
adviser or any of its officers, directors, partners or employees, any securities
other than shares of the Fund's  common  stock;  or (11) invest more than 10% of
the  market  value  of its  gross  assets  at the  time  of  investment  in debt
securities which are in default as to interest or principal.

Although it has no current  intention to do so, the Fund may invest in financial
futures and options on financial futures.

PORTFOLIO  TURNOVER  RATE.  For the year ended  December 31, 1995, our portfolio
turnover was 134.90% versus 147.98% for the prior year.

                                       2.
                             Directors and Officers

The following  director is a partner of Lord, Abbett & Co. ("Lord Abbett"),  The
General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. He has
been  associated  with Lord  Abbett  for over five  years and is also an officer
and/or director or trustee of the twelve other Lord  Abbett-sponsored  funds. He
is an "interested  person" as defined in the Act, and as such, may be considered
to have an indirect  financial  interest in the Rule 12b-1 Plan described in the
Prospectus.

Robert S. Dow, age 51, Chairman and President

The following  outside  directors  are also  directors or trustees of the twelve
other Lord Abbett-sponsored funds referred to above.

E. Thayer Bigelow
Time Warner Cable
300 First Stamford Place
Stamford, Connecticut

President and Chief  Executive  Officer of Time Warner Cable  Programming,  Inc.
Formerly President and Chief Operating Officer of Home Box Office, Inc. Age 54.

Stewart S. Dixon
Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois

Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 65.

John C. Jansing
162 S. Beach Road
Hobe Sound, Florida

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 70.

C. Alan MacDonald
The Marketing Partnership, Inc.
27 Signal Road
Stamford, Connecticut

General  Partner,  The  Marketing  Partnership,  Inc., a full service  marketing
consulting  firm.  Formerly  Chairman  and Chief  Executive  Officer  of Lincoln
Snacks,  Inc.,  manufacturer  of  branded  snack  foods  (1992-1994).   Formerly
President and Chief  Executive  Officer of Nestle Foods Corp, and prior to that,
President  and  Chief  Executive   Officer  
                                       3
<PAGE>

of Stouffer Foods Corp., both subsidiaries of Nestle SA, Switzerland.  Currently
serves as Director of Den West Restaurant Co., J. B. Williams,  and Fountainhead
Water Company. Age 63.

Hansel B. Millican, Jr.
Rochester Button Company
1100 Noblin Avenue
South Boston, Virginia

President and Chief Executive Officer of Rochester Button Company.  Age 68.

Thomas J. Neff
Spencer Stuart & Associates
277 Park Avenue
New York, New York

President of Spencer Stuart & Associates,  an executive search  consulting firm.
Age 58.

The second column of the following table sets forth the compensation accrued for
the Fund's outside directors. The third and fourth columns set forth information
with respect to the retirement plan for outside directors maintained by the Lord
Abbett-sponsored  funds.  The fifth  column  sets  forth the total  compensation
payable by such funds to the  outside  directors.  The first four  columns  give
information for the Fund's fiscal year ended December 31, 1995; the fifth column
gives  information for the year ended December 31, 1995. No director of the Fund
associated  with Lord  Abbett or Lord Abbett  Distributor  and no officer of the
Fund  received  any  compensation  from the Fund for  acting  as a  director  or
officer.

</TABLE>
<TABLE>
<CAPTION>

                  For the Fiscal Year Ended December 31, 1995
- -------------------------------------------------------------------------------------
         (1)                  (2)                  (3)                    (4)                      (5)
                                               Pension or             Estimated Annual       For Year Ended
                                               Retirement Benefits    Benefits Upon          December 31, 1995
                                               Accrued as Expenses    Retirement Accrued     Total Compensation
                                               by the Fund and        by the Fund and        Accrued by the Fund and
                           Aggregate           Twelve Other Lord      Twelve Other Lord      Twelve Other Lord
                           Compensation        Abbett-sponsored       Abbett-sponsored       Abbett-sponsored
Name of Director           from the Fund1      Funds2                 Funds2                 Funds3
- ---------------            --------------      -------------------    -------------------    ------------------------   
<S>                        <C>                 <C>                    <C>                    <C>    

E. Thayer Bigelow          $3,534              $9,772                 $33,600                $41,700
Stewart S. Dixon           $3,517              $22,472                $33,600                $42,000
John C. Jansing            $3,642              $28,480                $33,600                $42,960
C. Alan MacDonald          $3,589              $27,435                $33,600                $42,750
Hansel B. Millican, Jr.    $3,646              $24,707                $33,600                $43,000
Thomas J. Neff             $3,559              $16,126                $33,600                $42,000

<FN>
1. Outside  directors' fees,  including  attendance fees for board and committee
   meetings, are generally allocated among all Lord Abbett-sponsored funds based
   on net assets of each fund.  A portion of the fees payable by the Fund to its
   outside  directors  is being  deferred  under a plan that deems the  deferred
   amounts to be  invested in shares of the Fund for later  distribution  to the
   directors.  The total amount accrued under the plan for each outside director
   since  the  beginning  of his  tenure  with  the  Fund,  including  dividends
   reinvested  and  changes  in  net  asset  value  applicable  to  such  deemed
   investments, were as follows as of December 31,1995: Mr. Bigelow, $4,593; Mr.
   Dixon, $53,543; Mr. Jansing,  $57,202; Mr. MacDonald,  $31,512; Mr. Millican,
   $57,554 and Mr. Neff, $57,706.

2. The retirement plan of the Lord Abbett-sponsored  funds provides that outside
   directors  will receive an annual  retirement  benefit  equal to 80% of their
   final annual retainer  following  retirement at or after age 72 with at least
   10 years of service.  The plan also provides for a reduced benefit upon early
   retirement under certain  circumstances,  a pre-retirement  death benefit and
   actuarially reduced  joint-and-survivor  spousal benefits. The amounts stated
   would be payable  annually under such retirement plan if the director were to
   retire at age 72 and the annual retainer  payable by such funds were the same
   as it is today.  The amounts  set forth in column 3 were  accrued by the Lord
   Abbett-sponsored  funds  during the fiscal year ended  December 31, 1995 with
   respect to the retirement benefits set forth in column 4.
                                       4

<PAGE>
3. This column  shows  aggregate  compensation,  including  director's  fees and
   attendance fees for board and committee meetings,  of a nature referred to in
   the first sentence of footnote one accrued by the Lord Abbett-sponsored funds
   during the year ended December 31, 1995.
</FN>
</TABLE>

Except where indicated,  the following  executive officers of the Fund have been
associated  with Lord  Abbett for over five  years.  Of the  following,  Messrs.
Allen, Carper,  Cutler,  Henderson,  Morris,  Nordberg and Walsh are partners of
Lord Abbett; the others are employees: Christopher Towle, age 38, Executive Vice
President,  Kenneth B. Cutler, age 64, Vice President and Secretary;  Stephen I.
Allen,  age 43;  Daniel E. Carper,  age 44;  Robert G. Morris,  age 51, E. Wayne
Nordberg,  age 58; John J. Gargana,  Jr., age 65; Thomas S.  Henderson,  age 64;
Paul A.  Hilstad,  age 53 (with Lord  Abbett  since 1995;  formerly  Senior Vice
President and General Counsel of American Capital Management & Research,  Inc.);
Thomas F. Konop,  age 54; Victor W.  Pizzolato,  age 63; John J. Walsh,  age 60,
Vice Presidents; and Keith F. O'Connor, age 41, Treasurer.

The Fund's By-Laws provide that the Fund shall not hold an annual meeting of its
stockholders  in any year unless one or more matters are required to be acted on
by  stockholders  under the Act, or unless  called by a majority of the Board of
Directors  or by  stockholders  holding at least one quarter of the stock of the
Fund  outstanding  and  entitled  to vote at the  meeting.  When any such annual
meeting is held, the stockholders  will elect directors and vote on the approval
of the independent auditors of the Fund.

As of April 1, 1995, our officers and directors as a group owned less than 1% of
our outstanding shares.

                                       3.
                     Investment Advisory and Other Services

As described under "Our Management" in the Prospectus, Lord Abbett is the Fund's
investment  manager.  The eight general partners of Lord Abbett, all of whom are
officers and/or directors of the Fund, are: Stephen I. Allen,  Daniel E. Carper,
Kenneth B. Cutler,  Robert S. Dow,  Thomas S.  Henderson,  Robert G. Morris,  E.
Wayne  Nordberg  and John J. Walsh.  The address of each  partner is The General
Motors Building, 767 Fifth Avenue, New York, New York 10153-0203.

The services performed by Lord Abbett are described in the Prospectus under "Our
Management". Under the Management Agreement, we are obligated to pay Lord Abbett
a monthly fee,  based on average daily net assets for each month,  at the annual
rate of .50 of 1% of the Fund's first $500  million of average  daily net assets
and .45% of such assets over $500 million.  This fee is allocated  among Classes
A, B and C based on the classes'  proportionate shares of such average daily net
assets.  For  the  fiscal  years  ended  December  31,  1995,  1994,  and  1993,
respectively,  the management  fees paid to Lord Abbett  amounted to $5,342,563,
$4,786,098 and $4,091,742, respectively, and were attributable to Class A shares
only.

We pay all expenses not  expressly  assumed by Lord Abbett,  including,  without
limitation,  12b-1 expenses,  outside directors' fees and expenses,  association
membership  dues,  legal  and  auditing  fees,  taxes,   transfer  and  dividend
disbursing  agent  fees,  shareholder  servicing  costs,  expenses  relating  to
shareholder  meetings,  expenses  of  preparing,   printing  and  mailing  stock
certificates and shareholder  reports,  expenses of registering our shares under
federal and state securities laws,  expenses of preparing,  printing and mailing
prospectuses to existing shareholders,  insurance premiums,  brokerage and other
expenses connected with executing portfolio transactions.

We have  agreed  with  the  State of  California  to  limit  operating  expenses
(including management fees but excluding taxes, interest, extraordinary expenses
and  brokerage  commissions)  to 2 1/2%  of  average  annual  net  assets  up to
$30,000,000, 2% of the next $70,000,000 of such assets and 1 1/2% of such assets
in  excess  of  $100,000,000.  The  expense  limitation  is a  condition  on the
registration of investment  company shares for sale in the state, and applies so
long as our shares are registered for sale in that state.

Deloitte & Touche LLP, Two World Financial Center,  New York, New York 10281 are
the  independent  public  accountants  of the Fund and must be approved at least
annually by our Board of  Directors  to continue in such  capacity. 
                                       5

<PAGE>

Independent public accountants perform audit services for the Fund including the
examination   of  financial   statements   included  in  our  annual  report  to
shareholders.

                                       4.
                             Portfolio Transactions

Our policy is to obtain best execution on all our portfolio transactions,  which
means that we seek to have purchases and sales of portfolio  securities executed
at the most favorable prices, considering all costs of the transaction including
brokerage  commissions  and dealer markups and markdowns and taking into account
the full range and quality of the brokers'  services.  Consistent with obtaining
best execution,  the Fund may pay, as described below, a higher  commission than
some  brokers  might  charge on the same  transaction.  This policy  governs the
selection  of  brokers or dealers  and the  market in which the  transaction  is
executed.  To the extent  permitted by law, we may, if considered  advantageous,
make a purchase from or sale to another Lord  Abbett-sponsored  fund without the
intervention of any broker-dealer.

Broker-dealers  are selected on the basis of their  professional  capability and
the value and quality of their brokerage and research  services.  Normally,  the
selection is made by traders who are officers of the Fund and also are employees
of Lord  Abbett.  These  traders do the  trading as well for other  accounts  --
investment  companies  (of which they are also  officers)  and other  investment
clients -- managed by Lord  Abbett.  They are  responsible  for  obtaining  best
execution.

We pay a  commission  rate  that we  believe  is  appropriate  to  give  maximum
assurance that our brokers will provide us, on a continuing  basis,  the highest
level of brokerage  services  available.  While we do not always seek the lowest
possible  commissions on particular trades, we believe that our commission rates
are in line with the rates that many other  institutions  pay.  Our  traders are
authorized  to pay brokerage  commissions  in excess of those that other brokers
might  accept  on the  same  transactions  in  recognition  of the  value of the
services  performed  by the  executing  brokers,  viewed in terms of either  the
particular  transaction  or the  overall  responsibilities  of Lord  Abbett with
respect to us and the other accounts they manage.  Such services include showing
us trading  opportunities  including  blocks,  a willingness and ability to take
positions in securities,  knowledge of a particular  security or market,  proven
ability to handle a particular type of trade, confidential treatment, promptness
and reliability.

Some of our brokers  also provide  research  services at least some of which are
useful to Lord Abbett in their overall  responsibilities  with respect to us and
the other accounts they manage. Research includes the furnishing of analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio  strategy and the  performance  of accounts and trading  equipment and
computer software  packages,  acquired from third-party  suppliers,  that enable
Lord Abbett to access various  information  bases.  Such services may be used by
Lord Abbett in servicing all their  accounts,  and not all of such services will
necessarily  be used by Lord Abbett in connection  with their  management of the
Fund; conversely,  such services furnished in connection with brokerage on other
accounts  managed by Lord Abbett may be used in connection with their management
of the  Fund;  and not all of such  services  will  necessarily  be used by Lord
Abbett in connection  with their advisory  services to such other  accounts.  We
have been advised by Lord Abbett that  research  services  received from brokers
cannot be allocated to any  particular  account,  are not a substitute  for Lord
Abbett's  services but are  supplemental  to their own research effort and, when
utilized,  are subject to internal  analysis  before being  incorporated by Lord
Abbett into their investment  process.  As a practical  matter,  it would not be
possible for Lord Abbett to generate all of the information  presently  provided
by brokers.  While  receipt of research  services from  brokerage  firms has not
reduced Lord Abbett's  normal research  activities,  the expenses of Lord Abbett
could be  materially  increased  if it  attempted  to generate  such  additional
information  through its own staff and  purchased  such  equipment  and software
packages directly from the suppliers.

No commitments  are made  regarding the  allocation of brokerage  business to or
among brokers, and trades are executed only when they are dictated by investment
decisions of the Fund to purchase or sell portfolio securities.
                                       6

<PAGE>
If two or more  broker-dealers are considered capable of offering the equivalent
likelihood of best execution,  the  broker-dealer who has sold our shares and/or
shares of other Lord Abbett-sponsored funds may be preferred.

If other  clients of Lord Abbett buy or sell the same  security at the same time
as we do, transactions will, to the extent  practicable,  be allocated among all
participating  accounts  in  proportion  to the amount of each order and will be
executed  daily until filled so that each account  shares the average  price and
commission  cost of each day.  Other  clients  who direct  that their  brokerage
business be placed with  specific  brokers or who invest  through wrap  accounts
introduced to Lord Abbett by certain brokers may not participate  with us in the
buying and selling of the same  securities as described  above. If these clients
wish to buy or sell the same security as we do, they may have their transactions
executed at times different from our  transactions  and thus may not receive the
same price or incur the same commission cost as we do.

We will not seek  "reciprocal"  dealer  business  (for the  purpose of  applying
commissions  in whole or in part for our benefit or  otherwise)  from dealers as
consideration for the direction to them of portfolio business.

During the fiscal years ending December 31, 1995,  1994 and 1993,  respectively,
we  paid  total   commissions  to  independent   broker-dealers  of  $6,717,922,
$4,482,094 and $5,739,293, respectively, with respect to the Class A share only.

                                       5.
                             Purchases, Redemptions
                            and Shareholder Services

The Fund values its portfolio  securities at market value as of the close of the
New York Stock  Exchange  ("NYSE").  Market value will be determined as follows:
securities listed or admitted to trading  privileges on the New York or American
Stock  Exchange or on the NASDAQ  National  Market System are valued at the last
sales  price,  or, if there is no sale on that day, at the mean between the last
bid and asked prices, or, in the case of bonds, in the  over-the-counter  market
if, in the judgment of the Fund's officers, that market more accurately reflects
the market  value of the bonds.  Over-the-counter  securities  not traded on the
NASDAQ  National  Market  System are valued at the mean between the last bid and
asked  prices.  Securities  for which market  quotations  are not  available are
valued at fair market value under procedures approved by the Board of Directors.

Information  concerning  how we value our shares for the purchase and redemption
of  our  shares  is  described  in  the   Prospectus   under   "Purchases"   and
"Redemptions", respectively.

As  disclosed  in the  Prospectus,  we  calculate  our net  asset  value and are
otherwise  open for business on each day that the NYSE is open for trading.  The
NYSE is closed on Saturdays and Sundays and the following holidays -- New Year's
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving and Christmas.

The net  asset  value  per  share  for the  Class B and  Class C shares  will be
determined  in the same manner as for the Class A shares (net assets  divided by
shares  outstanding).  Our Class B and Class C shares  will be sold at net asset
value.

The  maximum  offering  price of our Class A shares  on  December  31,  1995 was
computed as follows:

Net asset value per share (net assets divided by shares outstanding) .....$9.29
Maximum offering price per share (net asset value divided by .9525)  .....$9.75

The Fund has entered into a distribution  agreement with Lord Abbett Distributor
LLC, a New York  limited  liability  company  ("Lord  Abbett  Distributor")  and
subsidiary  of Lord Abbett under which Lord Abbett  Distributor  is obligated to
use its best efforts to find  purchasers for the shares of the Fund, and to make
reasonable efforts to sell Fund shares so long as, in Lord Abbett  Distributor's
judgment, a substantial distribution can be obtained by reasonable efforts.
                                       7

<PAGE>
For the last three fiscal  years,  Lord Abbett,  as our  principal  underwriter,
received  net  commissions  after  allowance of a portion of the sales charge to
independent dealers with respect to Class A shares as follows:
<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                                              ----------------------- 
                                                 1995                1994                    1993
                                                 ----                ----                    ----
<S>                                         <C>                      <C>                     <C>  

Gross sales charge                          $12,694,946              $7,717,386              $8,973,226
Amount allowed to
   dealers                                  $10,898,476              $6,648,480              $7,739,343
                                             ----------               ---------               ---------
Net commissions
   received by Lord Abbett                   $1,796,470              $1,068,906              $1,233,883
                                              =========               =========               =========
</TABLE>

CONVERSION  OF CLASS B SHARES.  The  conversion  of Class B shares on the eighth
anniversary  of their purchase is subject to the  continuing  availability  of a
private  letter  ruling  from the  Internal  Revenue  Service,  or an opinion of
counsel or tax adviser, to the effect that the conversion of Class B shares does
not  constitute a taxable event for the holder under Federal  income tax law. If
such  a  revenue  ruling  or  opinion  is no  longer  available,  the  automatic
conversion  feature may be suspended,  in which event no further  conversions of
Class B shares would occur while such  suspension  remained in effect.  Although
Class B shares  could  then be  exchanged  for  Class A shares  on the  basis of
relative net asset value of the two classes,  without the  imposition of a sales
charge or fee, such exchange could constitute a taxable event for the holder.

CLASS A, B AND C RULE 12B-1 PLANS. As described in the Prospectus,  the Fund has
adopted a Distribution Plan and Agreement  pursuant to Rule 12b-1 of the Act for
each of the three  Fund  Classes:  the "A Plan",  the "B Plan" and the "C Plan",
respectively.  In adopting each Plan and in approving its continuance, the Board
of Directors has concluded that there is a reasonable  likelihood that each Plan
will benefit its  respective  Class and such Class'  shareholders.  The expected
benefits  include  greater sales and lower  redemptions  of Class shares,  which
should allow each Class to maintain a consistent cash flow, and a higher quality
of service to  shareholders by authorized  institutions  than would otherwise be
the case.  During the last fiscal  year,  the Fund  accrued or paid through Lord
Abbett to authorized  institutions  $2,437,438 under the A Plan. Both the B Plan
and the C Plan were adopted by the Fund subsequent to its last fiscal year. Lord
Abbett used all amounts  received  under the A Plan for  payments to dealers for
(i) providing continuous services to the Class A shareholders, such as answering
shareholder inquiries, maintaining records, and assisting shareholders in making
redemptions,  transfers,  additional  purchases  and  exchanges  and (ii)  their
assistance in distributing Class A shares of the Fund.

Each Plan  requires  the  directors  to review,  on a quarterly  basis,  written
reports of all amounts expended  pursuant to the Plan and the purposes for which
such  expenditures  were made.  Each Plan shall  continue  in effect only if its
continuance is specifically approved at least annually by vote of the directors,
including a majority of the directors who are not interested persons of the Fund
and who have no direct or indirect  financial  interest in the  operation of the
Plan or in any  agreements  related to the Plan ("outside  directors"),  cast in
person at a meeting called for the purpose of voting on the Plan. No Plan may be
amended to  increase  materially  above the limits set forth  therein the amount
spent for distribution expenses thereunder without approval by a majority of the
outstanding  voting  securities  of the  applicable  class and the approval of a
majority of the directors,  including a majority of the outside directors.  Each
Plan  may be  terminated  at any  time  by  vote of a  majority  of the  outside
directors or by vote of a majority of its Class's outstanding voting securities.

CONTINGENT DEFERRED SALES CHARGES.  The charges described below apply upon early
redemption  of  shares,  and  consist  of a  Contingent  Deferred  Sales  Charge
("CDSC"),  regardless  of class,  (i) will not apply to shares  purchased by the
reinvestment of dividends or capital gains distributions;  (ii) will be assessed
on the lesser of the net asset value of the shares at the time of  redemption or
the  original  purchase  price and (iii) are not  imposed  on the amount of your
account  value  represented  by the increase in net asset value over the initial
purchase price  (including  increases due to the  reinvestment  of dividends and
capital gains distributions).
                                       8

<PAGE>
CLASS A SHARES.  As  stated  in the  Prospectus,  a CDSC of 1% is  imposed  with
respect  to  those   Class  A  shares  (or  Class  A  shares  of  another   Lord
Abbett-sponsored  fund or series  acquired  through  exchange of such shares) on
which the Fund has paid the one-time  distribution  fee of 1% if such shares are
redeemed out of the Lord Abbett-sponsored  family of funds within a period of 24
months from the end of the month in which the original sale occurred.

CLASS B  SHARES.  As  stated in the  Prospectus,  if Class B shares  (or Class B
shares of another Lord Abbett-sponsored fund or series acquired through exchange
of such shares) are redeemed  out of the Lord  Abbett-sponsored  family of funds
for cash before the sixth anniversary of their purchase, a CDSC will be deducted
from  the  redemption  proceeds.  The  Class  B CDSC  is  paid  to  Lord  Abbett
Distributor  to  reimburse  its  expenses,  in whole or in part,  for  providing
distribution-related  service to the Fund in connection with the sale of Class B
shares.

To determine  whether the CDSC applies to a redemption,  the Fund redeems shares
in the following  order:  (1) shares  acquired by  reinvestment of dividends and
capital gains  distributions,  (2) shares held on or after the sixth anniversary
of  their  purchase,   and  (3)  shares  held  the  longest  before  such  sixth
anniversary.

The amount of the contingent  deferred sales charge will depend on the number of
years since you invested and the dollar amount being redeemed,  according to the
following schedule:

                                            Contingent Deferred Sales Charge
Anniversary of the Day on                   on Redemptions (As % of Amount
Which the Purchase Order Was Accepted       Subject to Charge)
Before the 1st........................................................5.0%
On the 1st, before the 2nd............................................4.0%
On the 2nd, before the 3rd............................................3.0%
On the 3rd, before the 4th............................................3.0%
On the 4th, before the 5th............................................2.0%
On the 5th, before the 6th ...........................................1.0%
On or after the 6th anniversary.......................................None

In the table, an  "anniversary" is the 365th day subsequent to the acceptance of
a purchase  order or a prior  anniversary.  All purchases are considered to have
been made on the business day on which the purchase order was received.

CLASS C SHARES. As stated in the Prospectus,  if Class C shares are redeemed for
cash before the first anniversary of their purchase,  the redeeming  shareholder
will be  required to pay to the Fund on behalf of Class C shares a CDSC of 1% of
the lower of cost or the then net  asset  value of Class C shares  redeemed.  If
such shares are exchanged  into the same class of another Lord  Abbett-sponsored
fund and  subsequently  redeemed before the first  anniversary of their original
purchase,  the  charge  will be  collected  by the other  fund on behalf of this
Fund's Class C shares.

GENERAL.  Each percentage (1% in the case of Class A and C shares and 5% through
1% in the case of Class B shares) used to calculate  CDSCs  described  above for
the Class A, Class B and Class C shares is sometimes  hereinafter referred to as
the "Applicable Percentage".

With respect to Class A and Class B shares, no CDSC is payable on redemptions by
participants or beneficiaries from employer-sponsored retirement plans under the
Internal  Revenue  Code  for  benefit  payments  due  to  plan  loans,  hardship
withdrawals,  death,  retirement or  separation  from service and for returns of
excess  contributions  to retirement  plan sponsors.  In the case of Class A and
Class C shares,  the CDSC is received  by the Fund and is intended to  reimburse
all or a portion  of the  amount  paid by the Fund if the  shares  are  redeemed
before the Fund has had an  opportunity to realize the  anticipated  benefits of
having a  long-term  shareholder  account  in the  Fund.  In the case of Class B
shares,  the CDSC is  received  by Lord  Abbett  Distributor  and is intended to
reimburse  its  expenses of providing  distribution-related  service to the Fund
(including  recoupment of the commission  payments made) in connection  with the
sale of Class B shares before Lord Abbett  Distributor has had an opportunity to
realize its  anticipated  reimbursement  by having such a long-term  shareholder
account subject to the B Plan distribution fee.
                                       9

<PAGE>
The other funds and series which participate in the Telephone Exchange Privilege
(except (a) Lord Abbett U.S.  Government  Securities  Money  Market  Fund,  Inc.
("GSMMF"),  (b)  certain  series of Lord  Abbett  Tax-Free  Income Fund and Lord
Abbett  Tax-Free  Income Trust for which a Rule 12b-1 Plan is not yet in effect,
and (c) any authorized  institution's  affiliated  money market fund  satisfying
Lord  Abbett  Distributor  as to certain  omnibus  account  and other  criteria,
hereinafter  referred  to  as  an  "authorized  money  market  fund"  or  "AMMF"
(collectively,  the "Non-12b-1 Funds")) have instituted a CDSC for each class on
the same terms and conditions.  No CDSC will be charged on an exchange of shares
of the same class between Lord Abbett funds or between such funds and AMMF. Upon
redemption of shares out of the Lord Abbett family of funds or out of AMMF,  the
CDSC  will be  charged  on  behalf  of and  paid:  (i) to the fund in which  the
original purchase  (subject to a CDSC) occurred,  in the case of the Class A and
Class C shares and (ii) to Lord Abbett  Distributor if the original purchase was
subject to a CDSC, in the case of the Class B shares.  Thus, if shares of a Lord
Abbett fund are  exchanged for shares of the same class of another such fund and
the shares of the same class  tendered  ("Exchanged  Shares")  are  subject to a
CDSC,  the CDSC will carry over to the shares of the same class being  acquired,
including GSMMF and AMMF ("Acquired  Shares").  Any CDSC that is carried over to
Acquired  Shares is calculated as if the holder of the Acquired  Shares had held
those shares from the date on which he or she became the holder of the Exchanged
Shares.  Although the Non-12b-1  Funds will not pay a distribution  fee on their
own shares, and will, therefore,  not impose their own CDSC, the Non-12b-1 Funds
will collect the CDSC (a) on behalf of other Lord Abbett  funds,  in the case of
the Class A and Class C shares and (b) on behalf of Lord Abbett Distributor,  in
the case of the Class B shares. Acquired Shares held in GSMMF and AMMF which are
subject to a CDSC will be  credited  with the time such shares are held in GSMMF
but will not be credited with the time such shares are held in AMMF.  Therefore,
if your Acquired Shares held in AMMF qualified for no CDSC or a lower Applicable
Percentage at the time of exchange into AMMF,  that  Applicable  Percentage will
apply to  redemptions  for cash from AMMF,  regardless of the time you have held
Acquired Shares in AMMF.

In no event will the amount of the CDSC exceed the Applicable  Percentage of the
lesser of (i) the net asset value of the shares  redeemed  or (ii) the  original
cost of such  shares (or of the  Exchanged  Shares for which  such  shares  were
acquired). No CDSC will be imposed when the investor redeems (i) amounts derived
from  increases in the value of the account above the total cost of shares being
redeemed due to increases in net asset value,  (ii) shares with respect to which
no Lord Abbett  fund paid a 12b-1 fee and,  in the case of Class B shares,  Lord
Abbett  Distributor  paid no sales  charge  or  service  fee  (including  shares
acquired   through   reinvestment   of  dividend   income  and   capital   gains
distributions) or (iii) shares which,  together with Exchanged Shares, have been
held  continuously for 24 months from the end of the month in which the original
sale  occurred  (in the case of Class A  shares);  for six years or more (in the
case  of  Class B  shares)  and for one  year or more  (in the  case of  Class C
shares). In determining whether a CDSC is payable, (a) shares not subject to the
CDSC will be redeemed  before  shares  subject to the CDSC and (b) of the shares
subject to a CDSC, those held the longest will be the first to be redeemed.

Exchanges.  The Prospectus briefly describes the Telephone  Exchange  Privilege.
You may  exchange  some or all of your shares of any class for those in the same
class of: (i) Lord Abbett-sponsored funds currently offered to the public with a
sales charge  (front-end,  back-end or level ), (ii) GSMMF or (iii) AMMF, to the
extent  offers  and  sales  may be made in  your  state.  You  should  read  the
prospectus of the other fund before exchanging. In establishing a new account by
exchange, shares of the Fund being exchanged must have a value equal to at least
the  minimum  initial  investment  required  for the other  fund into  which the
exchange is made.

Shareholders in other Lord  Abbett-sponsored  funds and AMMF have the same right
to  exchange  their  shares for the  corresponding  class of the Fund's  shares.
Exchanges  are based on relative  net asset values on the day  instructions  are
received by the Fund in Kansas City if the  instructions  are received  prior to
the close of the NYSE in proper form. No sales charges are imposed except in the
case of  exchanges  out of  GSMMF or AMMF  (unless  a sales  charge  (front-end,
back-end or level) was paid on the initial investment in a Lord Abbett-sponsored
fund).  Exercise of the exchange privilege will be treated as a sale for federal
income tax purposes, and, depending on the circumstances,  a gain or loss may be
recognized. In the case of an exchange of shares that have been held for 90 days
or less where no sales charge is payable on the  exchange,  the  original  sales
charge incurred with respect to the exchanged  shares will be taken into account
in  determining  gain or loss on the  exchange  only to the extent  such  charge
exceeds the sales charge that would 
                                       10

<PAGE>
have been payable on the acquired  shares had they been acquired for cash rather
than by  exchange.  The portion of the  original  sales charge not so taken into
account will increase the basis of the acquired shares.

Shareholders have the exchange  privilege unless they refuse it in writing.  You
should  not view the  exchange  privilege  as a means for  taking  advantage  of
short-term swings in the market,  and we reserve the right to terminate or limit
the privilege of any shareholder who makes frequent exchanges.  We can revoke or
modify the privilege for all shareholders upon 60 days' prior notice.  "Eligible
Funds" are AMMF and other Lord Abbett-sponsored funds which are eligible for the
exchange  privilege,  except Lord Abbett Series Fund  ("LASF")  which offers its
shares only in connection with certain variable annuity  contracts,  Lord Abbett
Equity  Fund  ("LAEF")  which is not issuing  shares,  and series of Lord Abbett
Research Fund not offered to the general public ("LARF").

STATEMENT OF INTENTION.  Under the terms of the Statement of Intention to invest
$100,000  or more over a 13-month  period as  described  in the  Prospectus,  in
shares of a Lord  Abbett-sponsored  fund (other than shares of LAEF, LASF, LARF,
GSMMF and AMMF,  unless  holdings in GSMMF and AMMF are  attributable  to shares
exchanged from a Lord Abbett-sponsored  fund offered with a front-end,  back-end
or level sales charge) shares  currently  owned by you are credited as purchases
(at their current  offering  prices on the date the Statement is signed)  toward
achieving  the stated  investment  and reduced  initial sales charge for Class A
shares.  Class A shares  valued at 5% of the amount of  intended  purchases  are
escrowed and may be redeemed to cover the additional sales charge payable if the
Statement  is not  completed.  The  Statement  of Intention is neither a binding
obligation on you to buy, nor on the Fund to sell, the full amount indicated.

RIGHTS OF ACCUMULATION.  As stated in the Prospectus,  purchasers (as defined in
the Prospectus) may accumulate their investment in Lord  Abbett-sponsored  funds
(other than LAEF, LARF,  LASF,  GSMMF, and AMMF unless holdings in GSMMF or AMMF
are attributable to shares exchanged from a Lord  Abbett-sponsored  fund offered
with a front-end,  back-end or level sales charge) so that a current investment,
plus the  purchaser's  holdings  valued at the current  maximum  offering price,
reach a level eligible for a discounted sales charge for Class A shares.

NET ASSET VALUE PURCHASES OF CLASS A SHARES.  As stated in the  Prospectus,  our
Class A shares may be purchased at net asset value by our  directors,  employees
of Lord Abbett,  employees of our  shareholder  servicing agent and employees of
any securities  dealer having a sales agreement with Lord Abbett who consents to
such   purchases  or  by  the  director  or  custodian   under  any  pension  or
profit-sharing plan or Payroll Deduction IRA established for the benefit of such
persons  or for the  benefit  of  employees  of any  national  securities  trade
organization  to which Lord Abbett  belongs or any company with an account(s) in
excess of $10  million  managed  by Lord  Abbett  on a  private-advisory-account
basis.  For purposes of this  paragraph,  the terms  "directors" and "employees"
include a director's or employee's  spouse  (including the surviving spouse of a
deceased director or employee). The terms "our directors" and "employees of Lord
Abbett" also include  retired  directors and employees and other family  members
thereof.

Our Class A shares also may be purchased at net asset value (a) at $1 million or
more,  (b) with  dividends and  distributions  from Class A shares of other Lord
Abbett-sponsored  funds,  except  for LARF,  LAEF and  LASF,  (c) under the loan
feature of the Lord  Abbett-sponsored  prototype 403(b) plan for share purchases
representing the repayment of principal and interest,  (d) by certain authorized
brokers, dealers, registered investment advisers or other financial institutions
who have entered into an agreement  with Lord Abbett  Distributor  in accordance
with  certain  standards   approved  by  Lord  Abbett   Distributor,   providing
specifically  for the use of our shares in particular  investment  products made
available for a fee to clients of such brokers,  dealers,  registered investment
advisers and other financial  institutions,  and (e) by employees,  partners and
owners of  unaffiliated  consultants  and advisors to Lord  Abbett,  Lord Abbett
Distributor or Lord Abbett-sponsored  funds who consent to such purchase if such
persons provide service to Lord Abbett, Lord Abbett Distributor or such funds on
a continuing  basis and are familiar with such funds.  Shares are offered at net
asset  value to these  investors  for the  purpose of  promoting  goodwill  with
employees  and  others  with whom Lord  Abbett  Distributor  and/or the Fund has
business relationships.

Our  Class A  shares  also may be  purchased  at net  asset  value,  subject  to
appropriate documentation, through a securities dealer where the amount invested
represents  redemption  proceeds from shares ("Redeemed Shares") of a registered
                                       11
<PAGE>
open-end management investment company not distributed or managed by Lord Abbett
(other than a money market fund),  if such  redemption has occurred no more than
60 days prior to the purchase of our shares,  the Redeemed  Shares were held for
at least six months  prior to  redemption  and the proceeds of  redemption  were
maintained in cash or a money market fund prior to purchase.  Purchasers  should
consider the impact, if any, of contingent deferred sales charges in determining
whether to redeem shares for subsequent  investment in our Class A shares.  Lord
Abbett may suspend, change or terminate this purchase option at any time.

Our Class A shares may be issued at net asset value in exchange  for the assets,
subject  to  possible  tax  adjustment,  of a  personal  holding  company  or an
investment  company.  There are economies of selling  efforts and  sales-related
expenses with respect to offers to these investors and those referred to above.

Redemptions.  A  redemption  order is in proper form when it contains all of the
information and  documentation  required by the order form or  supplementally by
Lord Abbett Distributor or the Fund to carry out the order. The signature(s) and
any legal capacity of the signer(s) must be guaranteed by an eligible guarantor.
See the Prospectus for expedited redemption procedures.

The right to redeem and receive payment, as described in the Prospectus,  may be
suspended if the NYSE is closed  (except for  weekends or  customary  holidays),
trading on the NYSE is  restricted  or the  Securities  and Exchange  Commission
deems an emergency to exist.

Our Board of  Directors  may  authorize  redemption  of all of the shares in any
account  in which  there are  fewer  than 25  shares.  Before  authorizing  such
redemption, the Board must determine that it is in our economic best interest or
necessary  to  reduce   disproportionately   burdensome  expenses  in  servicing
shareholder  accounts.  At least 6 months'  prior  written  notice will be given
before any such redemption,  during which time shareholders may avoid redemption
by bringing their accounts up to the minimum set by the Board.

Div-Move. Under the Div-Move service described in the Prospectus, you can invest
the dividends paid on your account of any class into an existing  account of the
same class in any other  Eligible Fund. The account must be either your account,
a joint account for you and your spouse, a single account for your spouse,  or a
custodial  account for your minor child under the age of 21. You should read the
prospectus of the other fund before investing.

Invest-A-Matic.  The  Invest-A-Matic  method of investing in the Fund and/or any
other  Eligible Fund is described in the  Prospectus.  To avail yourself of this
method you must complete the application form,  selecting the time and amount of
your bank checking account  withdrawals and the funds for investment,  include a
voided, unsigned check and complete the bank authorization.

SYSTEMATIC  WITHDRAWAL  PLANS.  The Systematic  Withdrawal  Plan ("SWP") also is
described  in the  Prospectus.  You may  establish  a SWP if you own or purchase
uncertificated shares having a current offering price value of at least $10,000.
Lord Abbett prototype  retirement plans have no such minimum.  With respect to a
SWP for Class B shares,  the CDSC will be waived on redemptions of up to 12% per
year of either the  current  net asset  value of your  account or your  original
purchase price,  whichever is higher.  With respect to Class C shares,  the CDSC
will be waived on and after the first  anniversary  of their  purchase.  The SWP
involves  the  planned  redemption  of shares on a periodic  basis by  receiving
either  fixed or  variable  amounts at  periodic  intervals.  Since the value of
shares  redeemed  may be more or  less  than  their  cost,  gain or loss  may be
recognized for income tax purposes on each periodic payment.  Normally,  you may
not make  regular  investments  at the same  time you are  receiving  systematic
withdrawal  payments because it is not in your interest to pay a sales charge on
new  investments  when in  effect  a  portion  of that  new  investment  is soon
withdrawn.  The minimum investment accepted while a withdrawal plan is in effect
is  $1,000.  The SWP may be  terminated  by you or by us at any time by  written
notice.

RETIREMENT  PLANS.  The Prospectus  indicates the types of retirement  plans for
which Lord Abbett provides forms and  explanations.  Lord Abbett makes available
the  retirement  plan  forms  and  custodial  agreements  for  IRAs  (Individual
Retirement Accounts,  including Simplified Employee Pensions),  403(b) plans and
qualified pension and  profit-sharing 
                                       12

<PAGE>
plans,  including 401(k) plans. The forms name Investors Fiduciary Trust Company
as custodian and contain specific  information about the plans.  Explanations of
the eligibility requirements, annual custodial fees and allowable tax advantages
and penalties are set forth in the relevant plan  documents.  Adoption of any of
these  plans  should be on the advice of your legal  counsel  or  qualified  tax
adviser.

                                       6.
                                Past Performance

The Fund computes the average  annual  compounded  rate of total return for each
class during specified  periods that would equate the initial amount invested to
the ending  redeemable  value of such  investment  by adding one to the computed
average  annual total return,  raising the sum to a power equal to the number of
years  covered by the  computation  and  multiplying  the result by one thousand
dollars which  represents a hypothetical  initial  investment.  The  calculation
assumes  deduction  of the  maximum  sales  charge  (as  described  in the  next
paragraph) from the amount invested and reinvestment of all income dividends and
capital gains  distributions on the reinvestment  dates at prices  calculated as
stated in the Prospectus.  The ending redeemable value is determined by assuming
a complete  redemption  at the end of the period  covered by the average  annual
total return computation.

In  calculating  total  returns for Class A shares,  the current  maximum  sales
charge of 4.75% (as a  percentage  of the offering  price) is deducted  from the
initial  investment (unless the return is shown at net asset value). For Class B
shares,  the payment of the applicable CDSC (5.0% prior to the first anniversary
of purchase, 4.0% prior to the second anniversary of purchase, 3.0% prior to the
third and fourth anniversaries of purchase,  2.0% prior to the fifth anniversary
of purchase,  1.0% prior to the sixth anniversary of purchase and no CDSC on and
after the sixth  anniversary  of purchase)  is applied to the Fund's  investment
result for that class for the time  period  shown  (unless  the total  return is
shown at net asset value).  For Class C shares,  the 1.0% CDSC is applied to the
Fund's  investment  result for that class for the time period shown prior to the
first  anniversary  of purchase  (unless the total  return is shown at net asset
value).  Total  returns  also  assume  that  all  dividends  and  capital  gains
distributions during the period are reinvested at net asset value per share, and
that the  investment  is redeemed  at the end of the  period.  Prior to July 12,
1996, the Fund had only one class of shares, which class is now designated Class
A.

Using  the  computation  method  described  above,  the  Fund's  average  annual
compounded  rates of total  return for the last one,  five and ten fiscal  years
ending on December  31, 1995 are as  follows:  11.90%,  14.89% and 9.57% for the
Fund's Class A shares, respectively.

Our yield  quotation  is based on a 30-day  period  ended on a  specified  date,
computed by  dividing  our net  investment  income per share  earned  during the
period by our  maximum  offering  price per share on the last day of the period.
This is determined by finding the following quotient:  take the Fund's dividends
and interest earned during the period minus its expenses  accrued for the period
and  divide by the  product  of (i) the  average  daily  number  of Fund  shares
outstanding  during the period that were entitled to receive  dividends and (ii)
the Fund's maximum  offering  price per share on the last day of the period.  To
this quotient add one. This sum is multiplied by itself five times.  Then one is
subtracted  from  the  product  of  this  multiplication  and the  remainder  is
multiplied  by two.  Yield for the Class A shares  reflects the deduction of the
maximum  initial  sales  charge,  but may also be shown  based on the Fund's net
asset  value per  share.  Yields  for Class B and C shares  do not  reflect  the
deduction of the CDSC.  For the 30-day period ended December 31, 1995, the yield
for the Class A shares of Fund was 8.06%.

These figures represent past  performance,  and an investor should be aware that
the investment return and principal value of a Fund investment will fluctuate so
that an investor's shares,  when redeemed,  may be worth more or less than their
original cost.  Therefore,  there is no assurance that this  performance will be
repeated in the future.
                                       13

<PAGE>
                                       7.
                                      Taxes

The value of any shares  redeemed by the Fund or  repurchased  or otherwise sold
may be  more  or less  than  your  tax  basis  in the  shares  at the  time  the
redemption,  repurchase  or sale is made.  Any gain or loss  will  generally  be
taxable  for  federal  income  tax  purposes.  Any loss  realized  on the  sale,
redemption  or  repurchase  of Fund shares which you have held for six months or
less will be treated for tax purposes as a long-term  capital loss to the extent
of any capital  gains  distributions  which you  received  with  respect to such
shares.  Losses on the sale of stock or securities are not deductible if, within
a period  beginning 30 days before the date of the sale and ending 30 days after
the  date of the  sale,  the  taxpayer  acquires  stock or  securities  that are
substantially identical.

The Fund will be subject to a 4%  non-deductible  excise tax on certain  amounts
not distributed  (and not treated as having been  distributed) on a timely basis
in accordance with a calendar-year distribution requirement. The Fund intends to
distribute to shareholders  each year an amount adequate to avoid the imposition
of  such  excise  tax.   Dividends  paid  by  the  Fund  will  qualify  for  the
dividends-received  deduction  for  corporations  to the extent they are derived
from dividends paid by domestic corporations.

As described in the Prospectus under "Risk Factors",  the Fund may be subject to
foreign  withholding taxes which would reduce the yield on its investments.  Tax
treaties between certain countries and the United States may reduce or eliminate
such taxes.  It is  expected  that Fund  shareholders  who are subject to United
States  federal  income tax will not be entitled  to claim a federal  income tax
credit or deduction for foreign income taxes paid by the Fund.

Gains and losses realized by the Fund on certain  transactions,  including sales
of foreign debt securities and certain transactions  involving foreign currency,
will be treated as ordinary  income or loss for federal  income tax  purposes to
the extent,  if any,  that such gains or losses are  attributable  to changes in
exchange rates for foreign  currencies.  Accordingly,  distributions  taxable as
ordinary  income will include the net amount,  if any, of such foreign  exchange
gains and will be reduced by the net amount,  if any, of such  foreign  exchange
losses.

The  foregoing  discussion  relates  solely to U. S.  federal  income tax law as
applicable to United States  persons  (United  States  citizens or residents and
United States domestic  corporations,  partnerships,  trusts and estates).  Each
shareholder  who is not a United States  person  should  consult his tax adviser
regarding the U. S. and foreign tax  consequences  of the ownership of shares of
the Fund,  including a 30% (or lower treaty rate) United States  withholding tax
on dividends  representing ordinary income and net short-term capital gains, and
the  applicability  of United States gift and estate taxes to non-United  States
persons who own Fund shares.

                                       8.
                           Information About the Fund

The  directors,  trustees and officers of Lord  Abbett-sponsored  mutual  funds,
together  with the partners  and  employees  of Lord  Abbett,  are  permitted to
purchase and sell securities for their personal investment accounts. In engaging
in  personal  securities  transactions,  however,  such  persons  are subject to
requirements  and  restrictions  contained  in the Fund's  Code of Ethics  which
complies,  in  substance,  with each of the  recommendations  of the  Investment
Company Institute's  Advisory Group on Personal  Investing.  Among other things,
the Code  requires  that Lord  Abbett  partners  and  employees  obtain  advance
approval before buying or selling securities, submit confirmations and quarterly
transaction  reports,  and obtain  approval  before  becoming a director  of any
company;  and it  prohibits  such  persons  from  investing in a security 7 days
before or after any Lord  Abbett-sponsored  fund or Lord Abbett-managed  account
considers a trade or trades in such  security,  from  profiting on trades of the
same  security  within  60 days and from  trading  on  material  and  non-public
information.  The Code imposes certain similar  requirements and restrictions on
the independent directors and trustees of each Lord Abbett-sponsored mutual fund
to the extent contemplated by the recommendations of the Advisory Group.
                                       14

<PAGE>
                                       9.
                              Financial Statements

The  financial  statements  for the fiscal year ended  December 31, 1995 and the
report  of  Deloitte  & Touche  LLP,  independent  public  accountants,  on such
financial  statements  contained in the 1995,  Annual Report to  Shareholders of
Lord Abbett  Bond-Debenture  Fund, Inc. are incorporated  herein by reference to
such financial  statements and report in reliance upon the authority of Deloitte
& Touche LLP as experts in auditing and accounting.  Prior to July 12, 1996, the
Fund had only one class of shares, which class is now designated Class A.

                                       10.
                                    Appendix

                             Corporate Bond Ratings

Moody's Investors Service, Inc.'s Corporate Bond Ratings

Aaa - Bonds  which are rated Aaa are judged to be of the best  quality and carry
the smallest  degree of investment  risk.  Interest  payments are protected by a
large or by an exceptionally  stable margin, and principal is secure.  While the
various  protective  elements  are  likely to  change,  such  changes  as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.

Aa - Bonds which are rated Aa are judged to be of high-quality by all standards.
Together  with  the Aaa  group,  they  comprise  what  are  generally  known  as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection may not be as large as in Aaa  securities,  fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade  obligations.  Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds  which are rated Baa are  considered  as  medium-grade  obligations,
i.e., they are neither highly  protected nor poorly secured.  Interest  payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics and, in
fact, have speculative characteristics as well.

Ba - Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B - Bonds  which are  rated B  generally  lack  characteristics  of a  desirable
investment.  Assurance of interest and principal  payments or of maintenance and
other terms of the contract over any long period of time may be small.

Caa - Bonds  that are  rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca - Bonds that are rated Ca represent  obligations  which are  speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds  that are rated C are the  lowest-rated  class of bonds and  issues so
rated can be regarded as having  extremely  poor prospects of ever attaining any
real investment standing.
                                       15
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Standard & Poor's Corporation's Corporate Bond Ratings

AAA - This is the  highest  rating  assigned  by  Standard  &  Poor's  to a debt
obligation  and  indicates an extremely  strong  capacity to pay  principal  and
interest.

AA - Bonds rated AA also qualify as high-quality debt  obligations.  Capacity to
pay principal and interest is very strong and in the majority of instances  they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are  somewhat  more  susceptible  to the  adverse  effects  of  changes  in
circumstances and economic conditions.

BBB - Bonds  rated  BBB are  regarded  as  having an  adequate  capacity  to pay
principal  and  interest.  Whereas they  normally  exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

BB-B-CCC-CC-C  -  Debt  rated  BB,  B,  CCC,  CC  and C is  regarded  as  having
predominately  speculative  characteristics  with  respect  to  capacity  to pay
interest  and  repay  principal.  'BB'  indicates  the  least  degree of
speculation and 'CCC' the highest. While such debt will likely have some
quality  and   protective   characteristics,   these  are  outweighed  by  large
uncertainties or major risk exposures to adverse conditions.

D - Debt rated 'D' is in payment  default.  The 'D' rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired,  unless S&P believes such payments will
be made during such grace period.  The 'D' rating also will be used upon
the filing of a bankruptcy petition if debt service payments are jeopardized.


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