LORD ABBETT BOND DEBENTURE FUND INC
497, 1999-08-02
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Lord Abbett

Bond-Debenture Fund

Prospectus

May 1, 1999

(As Revised August 1, 1999)

[LOGO]

As with all mutual funds, the Securities and Exchange Commission does not
guarantee that the information in this prospectus is accurate or complete, and
it has not judged this fund for its investment merit. It is a criminal offense
to state otherwise.
<PAGE>

                               Table of Contents

                         The Fund                                 Page


        What you should know         Goal/Strategy                       2
              about the fund         Main Risks                          2
                                     Past Performance                    3
                                     Fees and Expenses                   4


                         Your Investment


    Information for managing         Purchases                           5
           your fund account         Opening Your Account                7
                                     Redemptions                         8
                                     Distributions and Taxes             8
                                     Services For Fund Investors         9
                                     Sales Charges and Service Fees     10
                                     Management                         11

                    For More Information

          How to learn more          Other Investment Techniques        12
              about the fund         Glossary of Shaded Terms           12
                                     Recent Performance                 14

                    Financial Information

                                     Financial Highlights               15
                                     Compensation For Your Dealer       17

     How to learn more about the     Back Cover
fund and other Lord Abbett funds
<PAGE>

GOAL/STRATEGY

     The fund seeks high current income and the opportunity for capital
     appreciation to produce a high total return. We believe that a high total
     return (current income and capital appreciation) may be derived from an
     actively managed, diversified security portfolio. Normally, we invest at
     least 65% of our total assets in bonds (secured obligations) and debentures
     (generally unsecured obligations). We seek unusual values, using
     fundamental, bottom-up research to identify undervalued securities.

     We invest principally in lower-rated debt securities, securities
     convertible into common stock, preferred stocks and bonds and investment
     grade debt. At least 20% of the portfolio must be invested in investment
     grade debt, or U.S. government securities. In addition, the fund may invest
     up to 20% of its assets in foreign securities. In recent years, the fund
     has found good value in lower-rated, higher yielding debt securities and
     has invested more than half its assets in those securities.

     While typically fully invested, we may take a temporary defensive position
     in cash and short-term debt securities. This could prevent the fund from
     realizing its invest- ment objective.

MAIN RISKS

     The fund faces interest rate risk, credit risk, and currency risk.

     As with other bond funds, the value of your investment may change as
     interest rates fluctuate, due to interest rate risk. This is because often
     the prices of fixed-income securities rise when interest rates fall and
     fall when interest rates rise. Longer-term bonds are usually more sensitive
     to interest rate changes. Put another way, the longer the maturity of a
     bond or other debt security, the greater the effect a change in interest
     rates is likely to have on the instrument's price. The fund tends to own
     securities with longer maturities, so it may face more interest rate risk
     than some fixed income funds.

     Lower-rated debt securities involve greater credit risks than do investment
     grade bonds. Companies that issue high yield debt securities are not as
     strong financially as those with higher credit ratings and may default on
     principal or interest payments. Through portfolio diversification, good
     credit analysis and attention to current developments and trends in
     interest rates and economic conditions, we attempt to reduce investment
     risk, but losses may occur. In addition, we attempt to reduce investment
     risk by investing at least 20% of our assets in a combination of investment
     grade debt securities, U.S. government securities, and cash equivalents.

     Finally, because it may invest up to 20% of its assets in foreign
     securities, the fund faces the risk that unfavorable changes in currency
     exchange rates could reduce its share price.

     An investment in the fund is not a bank deposit. It is not FDIC-insured or
     government-endorsed. It is not a complete investment program. You could
     lose money in this fund.


We or the  fund  refers  to the  Lord  Abbett  Bond-Debenture  Fund,  Inc.  (the
"company"), which operates under the supervision of the company's Board with the
advice of Lord, Abbett & Co. ("Lord Abbett"), its investment manager.


About the fund. The fund is a professionally managed portfolio primarily holding
securities purchased with the pooled money of investors. It strives to reach its
stated goal, although as with all funds, it cannot guarantee results.


Investment  grade debt securities are, at the time of purchase,  rated in one of
the four highest grades determined either by Moody's Investors Service,  Inc. or
Standard  &  Poor's  Ratings  Services,  or  determined  by  Lord  Abbett  to be
equivalent in quality.


U.S.  government  securities  are  obligations  issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.


High yield debt  securities,  commonly  known as "junk  bonds"  typically  pay a
higher yield than investment  grade debt  securities.  These bonds have a higher
risk of default  than  investment  grade bonds and their prices can be much more
volatile.


Foreign  securities are  securities  primarily  traded in countries  outside the
United States. These securities are not subject to the same degree of regulation
and may be more  volatile and less liquid than  securities  traded in major U.S.
markets.   Other  considerations   include  political  and  social  instability,
expropriations,  higher transaction costs, currency fluctuations,  nondeductible
withholding  taxes and  different  settlement  practices.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies, and their risks, used
by the fund.


2  The Fund
<PAGE>

                             Bond-Debenture Fund      Symbols:   Class A -LBNDX
                                                                 Class B -LBNBX
                                                                 Class C -BDLAX

PAST PERFORMANCE

     The information below provides some indication of the risks of investing in
     the fund by showing changes in the fund's class A shares' performance from
     calendar year to calendar year and by showing how the fund's average annual
     returns compare with those of a broad measure of market performance. Past
     performance is not a prediction of future results.

[GRAPHIC OMITTED]

Best Quarter 1st Q '91 13.85%
Worst Quarter: 3rd Q '90 -8.24%


     The table below shows a comparison of the fund's class A, B and C average
     annual total return to that of the Salomon Brothers Broad Investment
     High-Grade Index ("SBBIHGI") and the First Boston High-Yield Index
     ("FBHYI"). Fund returns assume reinvestment of all dividends and
     distributions and payment of the maximum applicable front-end or deferred
     sales charge. All periods end on December 31, 1998.
<TABLE>
<CAPTION>

Class         1 Year   5 Years    10 Years    Since Inception (i)   SBBIHGI (ii)   FBHYI (ii)

<S>           <C>        <C>        <C>             <C>             <S>           <S>
A             (0.20)%    7.13%      9.82%           9.94%             --            --
B             (0.86)%                --             8.19%           10.01% (iii)   8.25% (iii)

C              3.01%     --          --             9.69%            9.59% (iv)    8.44% (iv)

SBBIHGI        8.72%     7.30%      9.31%           --                 --            --
FBHYI          0.57%     8.16%     10.74%           --                 --            --

</TABLE>


(i)  The date of inception for each class is: A -4/1/71; B -8/1/96; and C
     -7/15/96.

(ii) Performance for the unmanaged Salomon Brothers Broad Investment High-Grade
     Index and First Boston High-Yield Index do not reflect transaction costs or
     management fees.

(iii) Represents total returns for the period 8/31/96 to 12/31/98, to correspond
     with class B inception date.

(iv) Represents total returns for the period 7/31/96 to 12/31/98, to correspond
     with class C inception date.

                                                                 The Fund     3
<PAGE>

                             Bond-Debenture Fund      Symbols:   Class A -LBNDX
                                                                 Class B -LBNBX
                                                                 Class C -BDLAX

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
<TABLE>
<CAPTION>

===================================================================================================
Fee table
- ---------------------------------------------------------------------------------------------------
                                                Class A     Class B      Class C   Class P

Shareholder Fees (Fees paid directly from your investment)
- ---------------------------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- ---------------------------------------------------------------------------------------------------
<S>                                                <C>       <C>         <C>         <C>
(as a % of offering price)                         4.75%     none        none        none
- ---------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (See "Purchases")    none       5.00% (1)    1.00%     none
- ---------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets) (as a % of average net assets) (2)
- ---------------------------------------------------------------------------------------------------
Management Fees (See "Management")                 0.46%      0.46%        0.46%      0.46%
- ---------------------------------------------------------------------------------------------------
Distribution and Service (12b-1) Fees (3)          0.35%      1.00%        1.00%      0.45%
- ---------------------------------------------------------------------------------------------------
Other Expenses                                     0.14%      0.14%        0.14%      0.14%
- ---------------------------------------------------------------------------------------------------
Total Operating Expenses                           0.95%      1.60%        1.60%      1.05%

===================================================================================================
</TABLE>

Expense example


This example, like that in other funds' prospectuses, assumes a $10,000 initial
investment at maximum sales charge, if any, 5% total return each year and no
changes in expenses. You pay the following expenses over the course of each
period shown if you sell your shares at the end of the period, although your
actual cost may be higher or lower. The expenses include any applicable
contingent deferred sales charges.
<TABLE>
<CAPTION>

Share class               1 Year             3 Years              5 Years           10 Years

<S>                        <C>                 <C>                <C>                <C>
Class A shares             $567                $763               $  976             $1,588
- ---------------------------------------------------------------------------------------------------
Class B shares             $663                $805               $1,071             $1,728
- ---------------------------------------------------------------------------------------------------
Class C shares             $263                $505               $  871             $1,902
- ---------------------------------------------------------------------------------------------------
Class P shares             $107                $334               $  579             $1,285
- ---------------------------------------------------------------------------------------------------
You would pay the following expenses on the same investment, assuming you kept your shares.

Class A shares             $567                $763                $976              $1,588
- ---------------------------------------------------------------------------------------------------
Class B shares             $163                $505                $871              $1,728
- ---------------------------------------------------------------------------------------------------
Class C shares             $163                $505                $871              $1,902
- ---------------------------------------------------------------------------------------------------
Class P shares             $107                $334                $579              $1,285
- ---------------------------------------------------------------------------------------------------
</TABLE>

This example is for comparison and is not a representation of the fund's actual
expenses or returns, either past or present.


Management fees are payable to Lord Abbett for the fund's investment management.

12b-1 fees refer to fees incurred for activities that are primarily intended to
result in the sale of fund shares and service fees for shareholder account
service and maintenance.

Other expenses include fees paid for miscellaneous items such as shareholder
service and professional fees.
- --------------------------------------------

(1)  Class B shares will convert to class A shares on the eighth anniversary of
     your original purchase of class B shares.

(2)  The annual operating expenses have been restated from fiscal year amounts
     to reflect current fees.

(3)  Because 12b-1 distribution fees are paid out on an ongoing basis, over time
     they will increase the cost of your investment and may cost you more than
     paying other types of sales charges.




4  The Fund
<PAGE>

                                YOUR INVESTMENT


PURCHASES

     This prospectus offers four classes of shares, Class A, B, C and P.
     Although the fund has more than one class of shares, these different
     classes of shares represent investments in the same portfolio of securities
     but are subject to different expenses. Our shares are continuously offered.
     The offering price is based on the Net Asset Value (" NAV") per share next
     determined after we receive your purchase order submitted in proper form. A
     front-end sales charge is added to the NAV, in the case of the class A
     shares. There is no front-end

     sales charge, although there is a Contingent Deferred Sales Charge in the
     case of the class B and C shares, as described below.

     You should read this section carefully to determine which class of shares
     represents the best investment option for your particular situation. It may
     not be suitable for you to place a purchase order for class B shares of
     $500,000 or more or a purchase order for class C shares of $1,000,000 or
     more. You should discuss pricing options with your investment professional.

     For more information, see "Alternative Sales Arrangements" in the Statement
     of Additional Information.

     We reserve the right to withdraw all or any part of the offering made by
     this prospectus or to reject any purchase order. We also reserve the right
     to waive or change minimum investment requirements. All purchase orders are
     subject to our acceptance and are not binding until confirmed or accepted
     in writing.
================================================================================
Front-End Sales Charges -Class A Shares
- --------------------------------------------------------------------------------
                                                                To Compute
                       As a % of             As a % of         Offering Price
Your Investment      Offering Price       Your Investment      Divide NAV by
Less than $100,000        4.75%                 4.99%               .9525
- --------------------------------------------------------------------------------
 $100,000 to $249,999     3.95%                 4.11%               .9605
- --------------------------------------------------------------------------------
 $250,000 to $499,999     2.75%                 2.83%               .9725
- --------------------------------------------------------------------------------
 $500,000 to $999,999     1.95%                 1.99%               .9805
- --------------------------------------------------------------------------------
$1,000,000 and over     No Sales Charge                            1.0000
- --------------------------------------------------------------------------------

     Reducing Your Class A Front-End Sales Charges. Class A shares may be
     purchased at a discount if you qualify under either of the following
     conditions:

          Rights of Accumulation - A Purchaser can apply the value (at public
          offering price) of the shares you already own to a new purchase of
          class A shares of any Eligible Fund in order to reduce the sales
          charge.

          Statement of Intention - A Purchaser of class A shares can purchase
          additional shares of any Eligible Fund over a 13-month period and
          receive the same sales charge as if you had purchased all shares at
          once. Shares purchased through reinvestment of dividends or
          distributions are not included. A statement of intention can be
          backdated 90 days. Current holdings under rights of accumulation can
          be included in a statement of intention.

          For more information on eligibility for these privileges, read the
          applicable sections in the attached application.


NAV per share for each class of fund shares is calculated each business day at
the close of regular trading on the New York Stock Exchange (" NYSE"). The fund
is open on those business days when the NYSE is open. Purchases and sales of
fund shares are executed at the NAV next determined after the fund receives your
order. In calculating NAV, securities for which market Information. quotations
are available are value at those quotations. Securities for which such
quotations are not available are valued at fair value under procedures approved
by the Board.


Share classes

Class A

normally offered with a frontend sales charge

Class B

     no front-end sales charge, however, a contingent deferred sales charge is
     applied to shares sold prior to the sixth anniversary of purchase

     higher annual expenses than class A shares

     automatically convert to class A shares after eight years

Class C


     no front-end sales charge


     higher annual expenses than class A shares

     a contingent deferred sales charge is applied to shares sold prior to the
     first anniversary of purchase

Class P

     available to certain pension or retirement plans and pursuant to a Mutual
     Fund Advisory Program



                                                             Your Investment  5
<PAGE>

Class A Share Purchases Without A Front-End Sales Charge. Class A shares may be
purchased without a front-end sales charge under any of the following
conditions:

     purchases of $1 million or more +

     purchases by Retirement Plans with at least 100 eligible employees +

     purchases under a Special Retirement Wrap Program +

     purchases made with dividends and distributions on class A shares of
     another Eligible Fund

     purchases representing repayment under the loan feature of the Lord
     Abbettsponsored prototype 403(b) Plan for class A shares

     purchases by employees of any consenting securities dealer having a sales
     agreement with Lord Abbett Distributor

     purchases under a Mutual Fund Advisory Program

     purchases by trustees or custodians of any pension or profit sharing plan,
     or payroll deduction IRA for employees of any consenting securities dealer
     having a sales agreement with Lord Abbett Distributor

See the Statement of Additional Information for a listing of other categories of
purchasers who qualify for class A share purchases without a front-end sales
charge.

+ These categories may be subject to a Contingent Deferred Sales Charge ("
CDSC").

Class A Share CDSC. If you buy class A shares under one of the starred (+)
categories listed above and you redeem any of them within 24 months after the
month in which you initially purchased them, the fund will normally collect a
CDSC of 1%.

The class A share CDSC will generally be waived for the following conditions:

     benefit payments such as Retirement Plan loans, hardship withdrawals,
     death, disability, retirement, separation from service or any excess
     distribution under Retirement Plans (documentation may be required)

     redemptions continuing as investments in another fund participating in a
     Special Retirement Wrap Program

Class B Share CDSC. The CDSC for class B shares normally applies if you redeem
your shares before the sixth anniversary of their initial purchase. The CDSC
declines the longer you own your shares, according to the following schedule:
================================================================================
 Contingent Deferred Sales Charges -Class B Shares
- --------------------------------------------------------------------------------
 Anniversary (1) of                           Contingent Deferred Sales Charge
 the day on which the                         on redemption (as % of amount
 purchase order was accepted                  subject to charge)

 On                           Before
- --------------------------------------------------------------------------------
                              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 6th (2)                                    None
- --------------------------------------------------------------------------------

(1)  The anniversary is the same calendar day in each respective year after the
     date of purchase. For example, the anniversaries for shares purchased on
     May 1 will be May 1 of each succeeding year.

(2)  Class B shares will automatically convert to class A shares on the eighth
     anniversary of the purchase of class B shares.


CDSC, regardless of class, is not charged on shares acquired through
reinvestment of dividends or capital gains distributions and is charged on the
original purchase cost or the current market value of the shares at the time
they are being sold, whichever is lower. In addition, repayment of loans under
Retirement Plans and 403(b) Plans will constitute new sales for purposes of
assessing the CDSC.

To minimize the amount of any CDSC, the fund redeems shares in the following
order:

1.   shares acquired by reinvestment of dividends and capital gains (always free
     of a CDSC)

2.   shares held for six years or more (class B) or two years or more after the
     month of purchase (class A) or one year or more (class C)

3.   shares held the longest before the sixth anniversary of their purchase
     (class B) or before the second anniversary after the month of purchase
     (class A) or before the first anniversary of their purchase (class C)

Retirement Plans include employersponsored retirement plans under the Internal
Revenue Code, excluding Individual Retirement Accounts.

Lord Abbett Distributor LLC (" Lord Abbett Distributor") acts as agent for the
funds to work with investment professionals that buy and/or sell shares of the
funds on behalf of their clients. Generally, Lord Abbett Distributor does not
sell fund shares directly to investors.

Benefit Payment Documentation
(class A only)

     under $50,000 -no documentation necessary

     over $50,000 -reason for benefit payment must be received in writing. Use
     the address indicated under "Opening Your Account."




6  Your Investment
<PAGE>

     The class B share CDSC will generally be waived under any one of the
     following conditions:

          benefit payments such as Retirement Plan loans, hardship withdrawals,
          death, disability, retirement, separation from service or any excess
          contribution or distribution under Retirement Plans (documentation may
          be required)

          Eligible Mandatory Distributions under 403(b) Plans and individual
          retirement accounts

          death of the shareholder (natural person)

          redemptions of shares in connection with Div-Move and Systematic
          Withdrawal Plans (up to 12% per year)

          See "Systematic Withdrawal Plan" under "Services For Fund Investors"
          below for more information onCDSCs with respect to class B shares.

     Class C Share CDSC. The 1% CDSC for class C shares normally applies if you
     redeem your shares before the anniversary of the purchase of such shares.

     Class P Shares. Class P shares have lower annual expenses than class B and
     class C shares, no front-end sales charge, and no CDSC. Class P shares are
     currently sold and redeemed at NAV (a) pursuant to a Mutual Fund Advisory
     Program, or (b) to the trustees of, or employer-sponsors with respect to,
     pension or retirement plans with at least 100 eligible employees (such as a
     plan under Section 401(a), 401(k) or 457(b) of the Internal Revenue Code)
     which engage an investment professional providing or participating in an
     agreement to provide certain recordkeeping, administrative and/or
     sub-transfer agency services to the fund on behalf of the class P
     shareholders.

OPENING YOUR ACCOUNT

     MINIMUM INITIAL INVESTMENT

          Regular account                                              $1,000

         Individual Retirement Accounts and
         403(b) Plans under the Internal Revenue Code                    $250

         Uniform Gifts to Minors Account                                 $250

     For Retirement Plans and Mutual Fund Advisory Programs, no minimum
     investment is required, regardless of share class.

     You may purchase shares through any independent securities dealer who has a
     sales agreement with Lord Abbett Distributor or you can fill out the
     attached application and send it to the fund at the address stated below.
     You should carefully read the paragraph below entitled "Proper Form" before
     placing your order to assure your order will be accepted.

     Lord Abbett Bond-Debenture Fund
     P. O. Box 419100
     Kansas City, MO 64141

     Proper Form. An order submitted directly to the fund must contain: (1) a
     completed application, and (2) payment by check. When purchases are made by
     check, redemptions will not be allowed until the fund or the transfer agent
     is advised that the check has cleared, which may take up to 15 calendar
     days. For more information regarding proper form of a purchase order, call
     the fund at 800-821-5129.

     By Exchange. Telephone the fund at 800-821-5129 to request an exchange from
     any eligible Lord Abbett-sponsored fund.

Important Information. You may be subject to a $50 penalty under the Internal
Revenue Code if you do not provide a correct taxpayer identification number
(Social Security Number for individuals) or make certain required
certifications. In addition, we may be required to withhold from your account
and pay to the U. S. Treasury 31% of any redemption proceeds and any dividend or
distribution from your account.


                                                               Your Investment 7
<PAGE>

REDEMPTIONS

     By Broker. Call your investment professional for directions on how to
     redeem your shares.

     By Telephone. To obtain the proceeds of a redemption of $50,000 or less
     from your account, you or your representative can call the fund at
     800-821-5129.

     By Mail. Submit a written redemption request indicating the name(s) in
     which the account is registered, the fund's name, the class of shares, your
     account number, and the dollar value or number of shares you wish to sell.

     Include all necessary signatures. If the signer has any Legal Capacity, the
     signature and capacity must be guaranteed by an Eligible Guarantor. Certain
     other legal documentation may be required. For more information regarding
     proper documentation call 800-821-5129.

     Normally a check will be mailed to the name and address in which the
     account is registered (or otherwise according to your instruction) within
     three business days after receipt of your redemption request. Your account
     balance must be sufficient to cover the amount being redeemed or your
     redemption order will not be processed. Under unusual circumstances, the
     fund may suspend redemptions, or postpone payment for more than seven days,
     as permitted by federal securities laws.

     To determine if a CDSC applies to a redemption, see "Class A Share CDSC,""
     Class B Share CDSC" or "Class C Share CDSC."

Small Accounts. Our Board may authorize closing any account in which there are
fewer than 25 shares if it is in a fund's best interest to do so.

     Eligible Guarantor is any broker or bank that is a member of the Medallion
     Stamp Program. Most major securities firms and banks are members of this
     program. A notary public is not an eligible guarantor.

DISTRIBUTIONS AND TAXES

     The fund pays its shareholders dividends from its net investment income,
     and distributes any net capital gains that it has realized. The fund
     expects to pay income dividends to shareholders monthly. If a capital gain
     distribution is declared, it is expected to be paid annually. Your
     distributions will be reinvested in your fund unless you instruct the fund
     to pay them to you in cash. There are no sales charges on reinvestments.

     The tax status of distributions is the same for all shareholders regardless
     of how long they have been in the fund or whether distributions are
     reinvested or paid in cash. In general, distributions are taxable as
     follows:
================================================================================
Federal Taxability Of Distributions


Type of             Tax rate for taxpayer       Tax rate for taxpayer subject
distribution        subject to 15% bracket      to 28% bracket or above
- --------------------------------------------------------------------------------
Income              Ordinary                    Ordinary
dividends           income rate                 income rate
- --------------------------------------------------------------------------------
Short-term          Ordinary                    Ordinary
- --------------------------------------------------------------------------------
capital gains       income rate                 income rate
- --------------------------------------------------------------------------------
Long-term
capital gains         10%                         20%
- --------------------------------------------------------------------------------

     Except in tax-advantaged accounts, any sale or exchange of fund shares may
     be a taxable event.

Taxes on Transactions. The chart at left also can provide a "rule of thumb"
guide for your potential U. S. federal income tax liability when selling or
exchanging fund shares. The second row, "Short-term capital gains," applies to
fund shares sold within 12 months of purchase. The third row, "Long-term capital
gains," applies to shares held for more than 12 months.

Starting January 1, 2001, sales of securities held for more than five years will
be taxed at special lower rates.

Any gains realized on a fund's transactions in options and financial futures
will be treated as taxable long-or short-term capital gains.

8  Your Investment
<PAGE>


          Annual Information - Information concerning the tax treatment of
          dividends and other distributions will be mailed to shareholders each
          year. The fund will also provide annually to its shareholders
          information regarding the source of dividends and distributions of
          capital gains paid by the fund. Because everyone's tax situation is
          unique, you should consult your tax adviser regarding the treatment of
          those distributions under the federal, state and local tax rules that
          apply to you as well as the tax consequences of gains or losses from
          the redemption or exchange of your shares.


SERVICES FOR FUND INVESTORS


AUTOMATIC SERVICES

          Buying or selling shares automatically is easy with the services
          described below. With each service, you select a schedule and amount,
          subject to certain restrictions. You can set up most of these services
          when filling out your application or by calling 800-821-5129.
<TABLE>
<CAPTION>

For investing

<S>                  <C>
Invest-A-Matic       You can make fixed, periodic investments ($ 50 minimum) into your fund
(Dollar-cost         account by means of automatic money transfers from your bank checking
averaging)           account. See the attached application for instructions.

Div-Move             You can automatically reinvest the dividends and distributions from your
                     account into another account in any Eligible Fund ($ 50 minimum).

For selling shares

Systematic           You can make regular withdrawals from most Lord Abbett funds. Automatic
Withdrawal           cash withdrawals can be paid to you from your account in fixed or variable
Plan (" SWP")        amounts. To establish a plan, the value of your shares must be at least
                     $10,000, except for Retirement Plans for which there is no minimum. Your
                     shares must be in non-certificate form.

Class B shares       The CDSC will be waived on SWP redemptions of up to 12% of the current net
                     asset value of your account at the time of your SWP request. For class B share
                     SWP redemptions over 12% per year, the CDSC will apply to the entire redemption.
                     Please contact the fund for assistance in minimizing the CDSC in this situation.

Class B and          Redemption proceeds due to a SWP for class B and class C shares will be

C shares             redeemed in the order described under "Purchases."

</TABLE>

OTHER SERVICES

     Telephone Investing . After we have received the attached application
     (selecting "yes" under Section 7C and completing Section 7), you can
     instruct us by phone to have money transferred from your bank account to
     purchase shares of the fund for an existing account. The fund will purchase
     the requested shares when it receives the money from your bank.

     Exchanges. You or your investment professional can instruct your fund to
     exchange shares of any class for shares of the same class of any Eligible
     Fund. Instruction may be provided in writing or by telephone, with proper
     identification, by calling 800-821-5129. The fund must receive instructions
     for the exchange before the close of the NYSE on the day of your call. If
     you meet this requirement, you will get the NAV per share of the Eligible
     Fund determined on that day. Exchanges will be treated as a sale for
     federal tax purposes. Be sure to read the current prospectus for any fund
     into which you are exchanging.

     Reinvestment Privilege. If you sell shares of the fund, you have a one time
     right to reinvest some or all of the proceeds in the same class of any
     Eligible Fund within 60 days

- ----------------------------
Lord Abbett offers a variety of Retirement Plans. Call 800-253-7299 for
information about:

     Traditional, Rollover, Roth and Education IRAs

     Simple IRAs, SEP-IRAs, 401(k) and 403(b) accounts

     Defined Contribution Plans


Telephone Transactions. You have this privilege unless you refuse it in writing.
For your security, telephone transaction requests are recorded. We will take
measures to verify the identity of the caller, such as asking for your name,
account number, social security or taxpayer identification number and other
relevant information. The fund will not be liable for following instructions
communicated by telephone that it reasonably believes to be genuine.
Transactions by telephone may be difficult to implement in times of drastic
economic or market change.

Exchange Limitations. Exchanges should not be used to try to take advantage of
short-term swings in the market. Frequent exchanges create higher expenses for
the fund. Accordingly, the fund reserves the right to limit or terminate this
privilege for any shareholder making frequent exchanges or abusing the
privilege. The fund also may revoke the privilege for all shareholders upon 60
days' written notice.

                                                              Your Investment  9




<PAGE>

     without a sales charge. If you paid a CDSC when you sold your shares, you
     will be credited with the amount of the CDSC. All accounts involved must
     have the same registration.

     Account Statements. Every Lord Abbett investor automatically receives
     quarterly account statements.

     Householding. Shareholders with the same last name and address will receive
     a single copy of a prospectus and an annual or semi-annual report, unless
     additional reports are specifically requested in writing to the fund.

     Account Changes. For any changes you need to make to your account, consult
     your investment professional or call the fund at 800-821-5129.

     Systematic Exchange. You or your investment professional can establish a
     schedule of exchanges between the same classes of any Eligible Fund.

SALES CHARGES AND SERVICE FEES

     Sales and Service Compensation. As part of its plan for distributing
     shares, the fund and Lord Abbett Distributor pay sales and service
     compensation to Authori zed Institutions that sell the fund's shares and
     service its shareholder accounts.

     Sales compensation originates from two sources: sales charges and 12b-1
     distribution fees that are paid out of the fund's assets. Service
     compensation originates from 12b-1 service fees. The 12b-1 fee rates vary
     by share class, according to the Rule 12b-1 Plan adopted by the fund. The
     sales charges and 12b-1 fees paid by investors are shown in the
     class-by-class information under "Fees and Expenses" and "Purchases." The
     portion of these expenses that is paid as sales and service compensation to
     Authorized Institutions, such as your dealer, is shown in the chart at the
     end of this prospectus. The portion of such sales and service compensation
     paid to Lord Abbett Distributor is discussed under "Sales Activities" and
     "Service Activities." Sometimes we do not pay sales and service
     compensation where tracking data is not available for certain accounts or
     where the Authorized Institution waives part of the compensation. We may
     pay Additional Concessions to Authorized Institutions from time to time.

     Sales Activities. We may use 12b-1 distribution fees to pay Authorized
     Institutions to finance any activity which is primarily intended to result
     in the sale of shares. Lord Abbett Distributor uses its portion of the
     distribution fees attributable to a fund's class A and class C shares for
     activities which are primarily intended to result in the sale of such class
     A and class C shares, respectively. These activities include, but are not
     limited to, printing of prospectuses and statements of additional
     information and reports for other than existing shareholders, preparation
     and distribution of advertising and sales material, expenses of organizing
     and conducting sales seminars, Additional Concessions to Authorized
     Institutions, the cost necessary to provide distribution-related services
     or personnel, travel, office expenses, equipment and other allocable
     overhead.

     Service Activities. We may pay Rule 12b-1 service fees to Authorized
     Institutions for any activity which is primarily intended to result in
     personal service and/or the maintenance of shareholder accounts. Any
     portion of the service fees paid to Lord Abbett Distributor will be used to
     service and maintain shareholder accounts.

12b-1 fees payable regardless of expenses. The amounts payable by a fund need
not be directly related to expenses. If Lord Abbett Distributor's actual
expenses exceed the fee payable to it, the fund will not have to pay more than
that fee. If Lord Abbett Distributor's expenses are less than the fee it
receives, Lord Abbett Distributor will keep the full amount of the fee.


10 Your Investment
<PAGE>

MANAGEMENT

     The fund's investment adviser is Lord, Abbett & Co., 767 Fifth Avenue, New
     York, NY 10153-0203. Founded in 1929, Lord Abbett manages one of the
     nation's oldest mutual fund complexes, with over $30 billion in more than
     35 mutual fund portfolios and other advisory accounts. For more information
     about the services Lord Abbett provides to the fund, see the Statement of
     Additional Information.

     The fund pays Lord Abbett a monthly fee based on average daily net assets
     for each month. For the fiscal year ended December 31, 1998, the fee paid
     to Lord Abbett was at an annual rate of .46 of 1%. In addition, the fund
     pays all expenses not expressly assumed by Lord Abbett.

     Lord Abbett uses a team of portfolio managers and analysts acting together
     to manage the fund's investments. Christopher J. Towle, Partner of Lord
     Abbett, heads the team, the other senior members of which include Richard
     Szaro, Michael Goldstein and Thomas Baade. Messrs. Towle and Szaro have
     been with Lord Abbett since 1988 and 1983, respectively. Mr. Goldstein has
     been with Lord Abbett since 1997. Before joining Lord Abbett, Mr. Goldstein
     was a bond trader for Credit Suisse BEA Associates from August 1992 through
     April 1997. Mr. Baade joined Lord Abbett in 1998; prior to that he was a
     credit analyst with Greenwich Street Advisors.

                                                              Your Investment 11
<PAGE>

                              For More Information

OTHER INVESTMENT TECHNIQUES

     This section describes some of the investment techniques that might be used
     by the fund and their risks.

     Adjusting Investment Exposure. The fund may, but is not required to, use
     various strategies to change its investment exposure to adjust to changing
     security prices, interest rates, currency exchange rates, commodity prices
     and other factors. The fund may use these transactions to change the risk
     and return characteristics of the fund's portfolio. If we judge market
     conditions incorrectly or use a strategy that does not correlate well with
     the fund's investments, it could result in a loss, even if we intended to
     lessen risk or enhance returns. These transactions may involve a small
     investment of cash compared to the magnitude of the risk assumed and could
     produce disproportionate gains or losses. Also, these strategies could
     result in losses if the counterparty to a transaction does not perform as
     promised.

     Covered Call Options. The Fund may write (sell) call options on securities
     it owns. A call option on stock gives the purchaser of the option, upon
     payment of a premium to the writer of the option, the right to call upon
     the writer to deliver a specified number of shares of a stock on or before
     a fixed date at a predetermined price.

     Foreign Securities. These securities are not subject to the same degree of
     regulation and may be more volatile and less liquid than securities traded
     in major U. S. markets. Foreign portfolio securities may trade on days when
     the fund does not value them. Fund share prices could be affected on days
     an investor cannot purchase or sell shares. Other risks include less
     information on public companies, banks and governments; political and
     social instability; expropriations; higher transaction costs; currency
     fluctuations; nondeductible withholding taxes and different accounting and
     settlement practices. The fund may invest up to 20% of its assets in
     foreign securities.

     Illiquid Securities. These securities include those that are not traded on
     the open market or that trade irregularly or in very low volume. They may
     be difficult or impossible to sell at the time and price the fund would
     like. The fund may invest up to 15% of its assets in illiquid securities.

     Portfolio Securities Lending. The fund may lend securities to
     broker-dealers and financial institutions, as a means of earning income.
     This practice could result in a loss or delay in recovering a fund's
     securities, if the borrower defaults. The fund will limit its security
     loans to 30% of its total assets.

GLOSSARY OF SHADED TERMS

     Additional Concessions. Lord Abbett Distributor may, for specified periods,
     allow dealers to retain the full sales charge for sales of shares or may
     pay an additional concession to a dealer who 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. Additional payments
     may be paid from Lord Abbett Distributor's own resources or from
     distribution fees received from a fund and will be made in the form of cash
     or, if permitted, non-cash payments. The non-cash payments will include
     business seminars at Lord Abbett's head-

12  For More Information
<PAGE>

     quarters or other locations, including meals and entertainment, or the
     receipt of merchandise. The cash payments may include payment of various
     business expenses of the dealer.

     In selecting dealers to execute portfolio transactions for a fund's
     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.

     Authorized Institutions. Institutions and persons permitted by law to
     receive service and/or distribution fees under a Rule 12b-1 Plan are
     "Authorized Institutions." Lord Abbett Distributor is an Authorized
     Institution.

     Eligible Fund. An Eligible Fund is any Lord Abbett-sponsored fund except
     for certain tax-free, single-state funds where the exchanging shareholder
     is a resident of a state in which such a fund is not offered for sale; Lord
     Abbett Equity Fund; Lord Abbett Series Fund; Lord Abbett U. S. Government
     Securities Money Market Fund (" GSMMF") (except for holdings in GSMMF which
     are attributable to any shares exchanged from the Lord Abbett family of
     funds). An Eligible Fund also is any Authorized Institution's affiliated
     money market fund satisfying Lord Abbett Distributor as to certain omnibus
     account and other criteria.

     Eligible Mandatory Distributions. If class B shares represent a part of an
     individual's total IRA or 403(b) investment, the CDSC will be waived only
     for that part of a mandatory distribution which bears the same relation to
     the entire mandatory distribution as the B share investment bears to the
     total investment.

     Legal Capacity. With respect to a redemption request, if (for example) the
     request is on behalf of the estate of a deceased shareholder, John W. Doe,
     by a person (Robert A. Doe) who has the legal capacity to act for the
     estate of the deceased shareholder because he is the executor of the
     estate, then the request must be executed as follows: Robert A. Doe,
     Executor of the Estate of John W. Doe. That signature using that capacity
     must be guaranteed by an Eligible Guarantor.

     Similarly, if (for example) the redemption request is on behalf of the by a
     person (Mary B. Doe) that has the legal capacity to act on behalf of this
     corporation, because she is the President of the corporation, then the
     request must be executed as follows: ABC Corporation by Mary B. Doe,
     President. That signature using that capacity must be guaranteed by an
     Eligible Guarantor (see example in right column).

     Mutual Fund Advisory Program. Certain unaffiliated authorized brokers,
     dealers, registered investment advisers or other financial institutions who
     either (1) have an arrangement with Lord Abbett Distributor in accordance
     with certain standards approved by Lord Abbett Distributor, providing
     specifically for the use of our shares (and sometimes providing for
     acceptance of orders for such shares on our behalf ) in particular
     investment products made available for a fee to clients of such brokers,
     dealers, registered investment advisers and other financial institutions,
     or (2) charge an advisory, consulting or other fee for their services and
     buy shares for their own accounts or the accounts of their clients.

     Purchaser. The term "purchaser" includes: (1) an individual, (2) an
     individual and his or her spouse and children under the age of 21 and (3) 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.

GUARANTEED SIGNATURE. An acceptable form of guarantee would be as follows:

  In the case of the estate --

    Robert A. Doe
    Executor of the Estate of
    John W. Doe

    [Date]

             SIGNATURE GUARANTEED
             MEDALLION GUARANTEED
              NAME OF GUARANTOR

            [SIGNATURE ILLEGIBLE]
- --------------------------------------------------
                            AUTHORIZED SIGNATURE
(960)                            X 9 6 0 3 4 7 0
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM'sm'
                                              SR

  In the case of the corporation --
  ABC Corporation

    Mary B. Doe

    By Mary B. Doe, President

    [Date]

             SIGNATURE GUARANTEED
             MEDALLION GUARANTEED
              NAME OF GUARANTOR

            [SIGNATURE ILLEGIBLE]
- --------------------------------------------------
                            AUTHORIZED SIGNATURE
(960)                            X 9 6 0 3 4 7 0
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM'sm'
                                              SR

                                                         For More Information 13
<PAGE>

     Special Retirement Wrap Program. A program sponsored by an Authorized
     Institution showing one or more characteristics distinguishing it, in the
     opinion of Lord Abbett Distributor from a Mutual Fund Advisory Program.
     Such characteristics include, among other things, the fact that an
     Authorized Institution does not charge its clients any fee of a consulting
     or advisory nature that is economically equivalent to the distribution fee
     under the class A 12b-1 Plan and the fact that the program relates to
     participant-directed Retirement Plans.

RECENT PERFORMANCE

     U.S. financial markets were subject to significant volatility throughout
     the fund's fiscal year. Many investors became unnerved at mid-year as
     the economic crises in Asia and Japan infected the emerging markets in
     South America and Eastern Europe. These crises, in turn, seemed likely to
     negatively impact corporate earnings in the U. S. and other market
     countries. During both May and June, investors worldwide left corporate and
     high-yield investments for the safety of U. S. Treasury bonds.

     A series of autumn rate cuts initiated by the U. S. Federal Reserve Board
     helped to calm the turmoil in the capital markets that existed throughout
     the late summer. In October, a more optimistic view of global economies
     emerged. During the fourth quarter, high-yield and convertible debt
     securities substantially outperformed Treasury instruments of comparable
     maturities.*

     Throughout the year, we underweighted the fund's corporate bond holdings in
     basic industries such as steel, paper and chemicals because we considered
     that, given global economic conditions, there was little pricing power
     within these industries. We emphasized industries with steady cash flows,
     such as telecommunications, media and cable television providers.
     Bond-Debenture Fund's focus on high-yield bonds provided substantial
     rewards for shareholders during the fourth quarter as high-yield bonds
     performed well.

     In our view, the current environment of low inflation, global overcapacity,
     and an anticipated slowdown of U. S. economic growth makes a reversal of
     the Federal Reserve's interest rate policy unlikely. As a result, interest
     rates should remain low for the duration of 1999. Against this backdrop, we
     expect attractive returns from the high-yield bonds that we have selected.
     Because such bonds are currently yielding more than 6% over Treasury
     securities with comparable maturities, we believe that they represent
     particularly good value, and we plan to maintain the fund's current
     overweighting of the high-yield sector. We believe that our ability to
     fine-tune the fund's investments among high-yield bonds, convertible
     securities and high-grade bonds, including U. S. Treasury securities, will
     be a key to uncovering exciting investment opportunities through most
     market conditions, while helping to manage risk.

*Unlike Treasury securities, an investment in the fund is neither insured nor
 guaranteed by the U. S. government and is regarded as involving a greater
 degree of risk. The fund's share price and income are not guaranteed and the
 value of an investment will fluctuate so that an investor's shares, when
 redeemed, may be worth more or less than their original cost.

Year 2000 Issues. The fund could be adversely affected if the computers used by
the fund and their service providers do not properly process developed and
calculate date-related information from and after January 1, 2000.

Lord Abbett is working to avoid such problems and has received assurances from
each fund's service providers that they are taking similar steps. Of course, the
Year 2000 problem is unprecedented and, therefore, Lord Abbett cannot eliminate
altogether the possibility that it or the funds will be affected.


14  For More Information
<PAGE>


                             Financial Information

FINANCIAL HIGHLIGHTS

     This table describes the fund's performance for the fiscal periods
     indicated." Total return" shows how much your investment in the fund would
     have increased (or decreased) during each period, assuming you had
     reinvested all dividends and distributions. These Financial Highlights have
     been audited by Deloitte & Touche LLP, the fund's independent auditors, in
     conjunction with their annual audit of the fund's financial statements.
     Financial statements for the fiscal year ended December 31, 1998 and the
     Independent Auditors' Report thereon appear in the Annual Report to
     Shareholders for the fiscal year ended December 31, 1998 and are
     incorporated by reference into the Statement of Additional Information,
     which is available upon request. Certain information reflects financial
     results for a single fund share.
<TABLE>
<CAPTION>

                                                                               Class A Shares
                                                                               --------------
                                                                          Year Ended December 31,

Per Share Operating Performance:              1998                1997                1996                1995              1994

<S>                                          <C>                 <C>                 <C>                  <C>               <C>
Net asset value, beginning of year           $9.76               $9.41               $9.29                $8.71             $9.95
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income                          .76 (a)             .75 (a)             .81                  .85               .84
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
 gain (loss) on investments                   (.31)               .40                  .17                  .606            (1.203)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations               .45                1.15                 .98                 1.456             (.363)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income         (.76)               (.80)               (.86)                (.876)            (.877)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                 $9.45               $9.76               $9.41                $9.29             $8.71
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return (b)                              4.76%              12.70%              11.16%               17.50%            (3.87)%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses (e)                                 0.88%               0.89%               0.89%               0.82%              0.88%
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                        7.85%               7.89%               8.77%               9.41%              8.97%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>
<TABLE>
<CAPTION>

                                                  Class B Shares                   Class C Shares                Class P Shares

                                            Period Ended December 31,           Period Ended December 31,  Period Ended December 31,
Per Share Operating Performance:         1998       1997       1996 (c)      1998       1997        1996 (c)          1998 (c)

<S>                                     <C>        <C>         <C>          <C>         <C>        <C>                <C>
Net asset value, beginning of period    $9.75      $9.41       $9.13        $9.77       $9.41      $9.05              $9.54
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment income                    .69 (a)    .68 (a)     .34          .69 (a)     .69 (a)    .35                .25 (a)
- ------------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
  gain (loss) on investments             (.31)       .38         .26         (. 31)       .39        .33               (.09)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations          .38       1.06         .60          .38        1.08        .68                .16
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
 Dividends from net investment income    (.69)      (.72)       (.32)        (.69)       (.72)      (.32)              (.25)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period          $9.44      $9.75       $9.41        $9.46       $9.77      $9.41              $9.45
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return (b)                         3.98%     11.85%       6.57% (d)    3.98%      11.97%      7.86% (d)          1.73% (d)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
 Expenses (e)                            1.60%      1.63%       0.70% (d)    1.60%       1.58%      0.75% (d)          0.38% (d)
- ------------------------------------------------------------------------------------------------------------------------------------
 Net investment Income                   7.13%      7.06%       3.37% (d)    7.13%      7.16%       3.72% (d)          2.90% (d)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                              Year Ended December 31,
Supplemental Data For All Classes:             1998                 1997                   1996             1995              1994

<S>                     <C>                 <C>                 <C>                    <C>              <C>                    <C>
Net assets, end of year (000)               $3,540,124          $2,866,184             $2,129,421       $1,339,508         $987,613
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                        86.48%              89.14%                106.79%         134.90%             147.98%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

(c)  Commencement of operations for class shares: B -August 1, 1996, C -July 15,
     1996 and P -August 21, 1998.

(d)  Not annualized.

(e)  The ratios for 1998 include expenses paid through an expense offset
     arrangement.

                                                        Financial Information 15
<PAGE>

LINE GRAPH COMPARISON

     Immediately below is a comparison of a $10,000 investment in class A shares
     to the same investment in the Salomon Brothers Broad Investment High-Grade
     Index, First Boston High-Yield Index, and the Value Line Convertible Index,
     assuming reinvestment of all dividends and distributions.


[Graphic Omitted]



           Average Annual Total Return at Maximum Sales Charge
                     for the Periods Ending December 31, 1998

                       1 Year              5 Years           10 Years (or Life)

Class A (3)              (0.20)%              7.13%                  9.82%
Class B (4)              (0.86)%               --                    8.19%
Class C (5)               3.01%                --                    9.69%


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

(2)  Performance numbers for the unmanaged Salomon Brothers Broad Investment
     HighGrade Index (source: Chase Global Data Service), First Boston
     High-Yield Index (source: Callan Associates), and Value Line Convertible
     Index (source: Morgan Stanley) do not reflect transaction costs or
     management fees. A review of the fund's 1998 annual shareholders' report
     shows a history of the fund's portfolio blend changing through the years
     but composed primarily of three categories of securities: (i) high-yield
     corporate debt (including straight-preferred stocks), (ii) equity-related
     securities and (iii) high-grade debt. The three indices chosen to compare
     to the fund's performance have elements of these three categories, but
     since there is no one index combining all three in the same annual blend as
     the fund's 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, 1998 using the SEC-required uniform method to compute such
     return.

(4)  The class B shares commenced operations on August 1, 1996. Performance
     numbers reflect the deduction of a 4% CDSC.

(5)  The class C shares commenced operations on July 15, 1996.

 16   Financial Information
<PAGE>


COMPENSATION FOR YOUR DEALER
<TABLE>
<CAPTION>

                                                                FIRST YEAR COMPENSATION

                                      Front-end
                                      sales charge                  Dealer's
                                      paid by investors     concession              Service fee (1)        Total compensation (2)
Class A investments                   (% of offering price) (% of offering price)   (% of net investment)  (% of offering price)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                     <C>                    <C>
Less than $100,000                            4.75%                 4.00%                   0.25%                  4.24%
- ------------------------------------------------------------------------------------------------------------------------------------
  $100,000 -$249,999                          3.95%                 3.25%                   0.25%                  3.49%
- ------------------------------------------------------------------------------------------------------------------------------------
  $250,000 -$499,999                          2.75%                 2.25%                   0.25%                  2.74%
- ------------------------------------------------------------------------------------------------------------------------------------
  $500,000 -$999,999                          1.95%                 1.75%                   0.25%                  2.00%
- ------------------------------------------------------------------------------------------------------------------------------------
  $1 million or more (3) or Retirement Plan -100 or more
eligible employees (3) or Special Retirement Wrap Program (3)
- ------------------------------------------------------------------------------------------------------------------------------------
First $5 million                   no front-end sales charge        1.00%                   0.25%                  1.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $5 million above that         no front-end sales charge        0.55%                   0.25%                  0.80%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $40 million above that        no front-end sales charge        0.50%                   0.25%                  0.75%
- ------------------------------------------------------------------------------------------------------------------------------------
Over $50 million                   no front-end sales charge        0.25%                   0.25%                  0.50%
- ------------------------------------------------------------------------------------------------------------------------------------
Class B investments                                                Paid at time of sale (% of net asset value)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                        no front-end sales charge        3.75%                   0.25%                  4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                        no front-end sales charge        0.75%                   0.25%                  1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments                                                Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                        no front-end sales charge        0.25%                   0.20%                  0.45%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

                                             ANNUAL COMPENSATION AFTER FIRST YEAR

Class A investments
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                           <C>                        <C>                    <C>
All amounts                        no front-end sales charge      none                      0.25%                  0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Class B investments                                                 Percentage of average net assets (4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                        no front-end sales charge      none                      0.25%                  0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                        no front-end sales charge         0.65%                  0.25%                  0.90%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts                        no front-end sales charge         0.25%                  0.20%                  0.45%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>




(1)  The service fee for class A and P shares is paid quarterly and for class A
     shares may not exceed 0.15% if sold prior to June 1, 1990. The first year's
     service fee on class B and C shares is paid at the time of sale.

(2)  Dealer's concession percentages and service fee percentages are calculated
     from different amounts, and therefore may not equal total compensation
     percentages if combined using simple addition. Additional Concessions may
     be paid to Authorized Institutions from time to time.

(3)  Concessions are paid 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. With respect to (a) class A share purchases at $1 million or more,
     sales qualifying at such level under rights of accumulation and statement
     of intention privileges are included and (b) for Special Retirement Wrap
     Programs, only new sales are eligible and exchanges into the fund are
     excluded.

(4)  With respect to class B, C and P shares, 0.25%, 0.90% and 0.45%,
     respectively, of the average annual net asset value of such shares
     outstanding during the quarter (including distribution reinvestment shares
     after the first anniversary of their issuance) is paid to Authorized
     Institutions. These fees are paid quarterly in arrears. In the case of C
     shares for fixed-income portfolios, such as the fund, 0.10% of the average
     annual net asset value of such shares is retained by Lord Abbett
     Distributor, thus reducing from 0.75% to 0.65% after the first year. Lord
     Abbett Distributor uses this 0.10% for expenses primarily intended to
     result in the sale of such fund's shares.

                                                        Financial Information 17
<PAGE>


     More information on this fund is available free upon request, including
     the following:

ANNUAL/SEMI-ANNUAL REPORT

     Describes the fund, lists portfolio holdings and contains a letter from
     the fund's manager discussing recent market conditions and the fund's
     investment strategies.


STATEMENT OF ADDITIONAL INFORMATION ("SAI")

     Provides more details about the funds and their policies. A current SAI is
     on file with the Securities and Exchange Commission ("SEC") and is
     incorporated by reference (is legally considered part of this
     prospectus).

To obtain information:

By telephone. Call the fund at:
800-426-1130

By mail. Write to the fund at:
The Lord Abbett Family of Funds
767 Fifth Avenue
New York, NY 10153-0203

Via the Internet.
Lord, Abbett & Co.
http://www.lordabbett.com

Text only versions of fund documents can be viewed online or downloaded from:
SEC
http://www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 800-SEC-0330) or by sending your request and a duplicating
fee to the SEC's Public Reference Section, Washington, DC 20549-6009.


Lord Abbett Bond-Debenture Fund
The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203
- -----------------------
SEC file number: 811-2145

LABDF-1-599
(5/99)


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