United States
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 Mid-Cap Value Fund, Inc.
767 Fifth Avenue
New York, NY 10153
2. The name of each series or class of securities for which this Form is filed
(If the Form is being filed for all series and
classes of securities of the issuer, check the box but do not
list series or classes): X
3. Investment Company Act File Number: 811-3691
Securities Act File Number: 2-82544
4(a). Last day of fiscal year for which this Form is filed: 12/31/97
4(b). ____ Check box if this Form is being filed late (i.e., more than
90 calendar days after the end of the issuer's fiscal
year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
4(c). ____ Check box if this is the last time the issuer will be
filing this Form.
5. Calculation of registration fee:
(i) Aggregate sales price of securities sold during the
fiscal year pursuant to section 24(f): $ 115,849,364
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(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $ 33,569,347
(iii) Aggregate price of securities redeemed or repurchased during
any prior fiscal year ending no earlier than October 11, 1995
that were not previously used to reduce registration fees
payable to the Commission: $____________
(iv) Total available redemption credits [add Items
5(ii) and 5(iii): -$33,569,347
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: $ 82,280,017
------------
(vi) Redemption credits availed for use in $(__________)
future years - if Item 5(i) is less than
Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:
(vi) Redemption credits availed for use in $(__________) future
years - if Item 5(i) is less than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]:
(vii) Multiplier for determining registration fee
(See Instruction C.9): x .000295
(viii) Registration fee due [multiply Item 5(v) by Item
5(vii)] enter "0" if no fee is due): =$ 24,272.61
-----------
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before October 11, 1997, then
report the amount of securities (number of shares or other units)
deducted here: _____________. If there is a number of shares or other
units that were registered pursuant to rule 24e-2 remaining unsold at
the end of the fiscal year for which this form is filed that are
available for use by the issuer in future fiscal years, then state that
number here: ____________.
7. Interest due - if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D):
+$--------------
8. Total of the amount of the registration fee due plus any interest due [line
5(viii) plus line 7]:
=$ 24,272.61
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Deliver:
X Wire Transfer
____ Mail or other means
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 (Signature and Title)* _______/s/ Thomas F. Konop__________
Thomas F. Konop, Vice President
Date: March 31, 1998
*Please print the name and title of the signing
officer below the signature
