U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
1. Name and address of issuer:
Lord Abbett Tax-Free Income Fund, Inc.
Acquired Fund/Acquired Series:
Lord Abbett California Tax-Free Income Fund, Inc.
Lord Abbett Securities Trust
Lord Abbett National Tax-Free Income Trust
Lord Abbett New York Tax-Free Income Trust
Lord Abbett California Tax-Free Income Trust
767 Fifth Avenue
New York, New York 10153
2. Name of each series or class of funds for which this notice is filed:
National (A, B and C Classes), California (A and C Classes), Connecticut
(Class A), Hawaii (Class A), Minnesota (Class A), Missouri (Class A), New
Jersey (Class A), New York (A and C Classes), Texas (Class A), and
Washington (ClassA).
3. Investment Company Act File Number:
811-3942 (Investment Company Act File Numbers for Acquired
Fund/Acquired Series: Lord Abbett California Tax-Free Income Fund,
Inc. 811-4313 and Lord Abbett Securities Trust 811-7538)
Securities Act File Number:
2-88912 (Securities Act File Numbers for Acquired Fund/Acquired
Series: Lord Abbett California Tax- Free Income Fund, Inc. 2-98163 and
Lord Abbett Securities Trust 33-58846)
4. Last day of fiscal year for which this notice is filed: September 30, 1996
(includes, for the California Series, the aggregated period from August 31,
1995 through September 30, 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):
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: None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal year:
57,429,311 shares $531,642,845
Includes 1,794,615 shares ($18,867,527) sold by the Acquired Fund;
1,634,095 shares ($7,817,053) sold by Lord Abbett National Tax-Free
Income Trust; 78,269 shares ($366,437) sold by Lord Abbett New York
Tax- Free Income Trust; and 711,079 shares ($3,218,692) sold by Lord
Abbett California Tax-Free Income Trust.
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
57,429,311 shares $531,642,845
Includes 1,794,615 shares ($18,867,527) sold by the Acquired Fund;
1,634,095 shares ($7,817,053) sold by Lord Abbett National Tax-Free
Income Trust; 78,269 shares ($366,437) sold by Lord Abbett New York
Tax- Free Income Trust; and 711,079 shares ($3,218,692) sold by Lord
Abbett California Tax-Free Income Trust.
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):
7,203,084 shares $59,111,027
Includes 602,070 shares ($6,300,368) issued by the Acquired Fund;
214,890 shares ($1,019,149) issued by the Lord Abbett National
Tax-Free Income Trust; 31,167 shares ($144,180) issued by Lord Abbett
New York Tax- Free Income Trust; and 75,230 shares ($337,911) issued
by Lord Abbett California Tax-Free Income Trust.
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):
$531,642,845
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+59,111,027
(iii)Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
$656,363,312
Includes $334,136,273 for the Acquired Fund; $50,807,646 for Lord
Abbett National Tax-Free Income Trust; $9,227,536 for Lord Abbett New
York Tax-Free Income Trust; and $19,891,582 for Lord Abbett California
Tax-Free Income Trust.
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): +
(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): -0-
(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)]: $ -0-
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). ---
Date of mailing or wire transfer of filing fees to the Commissions' lockbox
depository: Not applicable
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, Lord Abbett Tax-Free Income Fund, Inc.
Date: November 27, 1996
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November 27, 1996
Lord Abbett Tax-Free
Income 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 Tax-Free Income
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 (57,429,311) that were so registered during the fiscal year
ended September 30, 1996.
Pursuant to a reorganization of various Lord Abbett-sponsored
funds which took place on July 12, 1996, each of the California Series, the
National Series and the New York Series of the Fund (the "Acquiring Series")
acquired the assets and liabilities of the corresponding single-state tax-free
income series of Lord Abbett Securities Trust (the "Acquired Series") in
exchange for Class C shares of the Acquiring Series. In addition, the
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Lord Abbett Tax-Free
Income Fund, Inc. November 27, 1996
California Series of the Fund acquired the assets and liabilities of Lord Abbett
Tax-Free Income Fund, Inc. (the "Acquired Fund"), a single-state tax-free income
fund, in exchange for Class A shares of the California Series 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 57,429,311 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 602,070 shares of capital stock of the Acquired Fund, the
1,634,095 shares of Lord Abbett Securities Trust--National
Tax-Free Income Trust, the 78,269 shares of Lord Abbett
Securities
Trust-
-New York Tax-Free Income Trust and the 711,079 shares of Lord
Abbett Securities Trust--California Tax-Free Income Trust
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
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Lord Abbett Tax-Free
Income Fund, Inc. November 27, 1996
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
