U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
1. Name and address of issuer:
LORD ABBETT BOND-DEBENTURE FUND, INC.
Acquired Series:
Lord Abbett Securities Trust - Bond-Debenture Trust
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
2. Name of each series or class of funds for which this notice is filed:
A, B and C Classes
3. Investment Company Act File Number:
811-2145 (Investment Company File Act Number for the Acquired Series:
Lord Abbett Securities Trust 811-7538)
Securities Act File Number:
2-38910 (Securities Act File Number for the Acquired Series: Lord
Abbett Securities Trust 33-58846)
4. Last day of fiscal year for which this notice is filed:
DECEMBER 31, 1996
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: ____
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
NOT APPLICABLE
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal year:
113,546,521 SHARES $959,893,451
Includes 42,060,116 shares ($300,162,421) sold by the Acquired Series.
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
<PAGE>
113,546,521 SHARES $959,893,451
Includes 42,060,116 shares ($300,162,421) sold by the Acquired Series.
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
9,406,959 SHARES $81,011,306
Includes 1,210,929 shares ($5,803,486) issued by the Acquired Series.
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10):
$959,893,451
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 81,011,306
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
-416,108,350
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
$624,796,407
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction
6.C):
x.0003030303
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$189,332.24
Instruction: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV) AND (V)
ONLY IF THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF
THE ISSUER'S FISCAL YEAR. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commissions's Rules of
Informal and Other Procedures (17 CFR 202.3a).
_X_
Date of mailing or wire transfer of filing fees to the Commissions'
lockbox depository: January 27, 1996
<PAGE>
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: /s/ Thomas F. Konop
Name: Thomas F. Konop
Title: Vice President
Date: February 28, 1997
<PAGE>
February 28, 1997
Lord Abbett Bond-Debenture Fund, Inc.
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Dear Sirs:
We refer to the Rule 24f-2 Notice (the "Rule 24f-2 Notice")
dated today, relating to the Registration Statement on Form N-1A covering shares
of capital stock, par value $.001 per share, of Lord Abbett Bond-Debenture Fund,
Inc., a Maryland corporation (the "Fund"). The Fund has registered an indefinite
number of shares of its capital stock under such Registration Statement pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended. The Rule
24f-2 Notice makes definite the number of shares of capital stock of the Fund
(113,546,521) that were so registered during the fiscal year ended December 31,
1996.
Pursuant to a reorganization of various Lord Abbett-sponsored
funds which took place on July 12, 1996, the Fund acquired the assets and
liabilities of the Lord Abbett Bond-Debenture Trust series of Lord Abbett
Securities
<PAGE>
Trust (the "Acquired Series") in exchange for Class C shares of the Fund.
The Fund is relying on Rule 24f-2(b)(3)(ii) with
respect to the fees and redemption credits of the Acquired
Fund and is relying on the KEMPER TOTAL RETURN FUND, no-
action letter (pub. avail. Feb. 6, 1995), with respect to
the fees and redemption credits of the Acquired Series.
We have examined and relied upon originals, or copies
certified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to
render the opinion set forth below.
We are of the following opinion:
(a) The 71,486,405 shares of capital stock of the Fund, the
registration of which the Rule 24f-2 Notice makes definite in
number, were legally issued, fully paid and nonassessable; and
(b) The 42,060,116 shares of capital stock of the Acquired Series
issued during the period covered by the Rule 24f-2 Notice were
legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in connection
with the filing of the Rule 24f-2 Notice. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
DEBEVOISE & PLIMPTON
