LORD ABBETT SERIES FUND INC, 485BPOS, 1995-04-27

LORD ABBETT SERIES FUND INC
485BPOS, 1995-04-27

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April 27, 1995

Securities and Exchange Commission
Division of Investment Management
Office of Insurance Products and Legal Compliance
450 Fifth Street, N.W.
Washington, DC 20549

Attention: Document Control
Filing Desk, Room 1004

Re: Lord Abbett Series Fund, Inc.
Post-Effective Amendment No. 7 to Form N-1A
File Nos. 33-31072 and 811-5876

Dear Sirs:

Enclosed for filing please find one conformed copy of Post-Effective
Amendment No. 7 to Form N-1A for the above-referenced Registrant. The purpose
of this filing is to update financial and other non-material informational.

Please contact the undersigned with any questions or comments you may
have concerning the enclosed.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By:/s/ JUDITH A. HASENAUER
-----------------------
Judith A. Hasenauer

1933 Act File No. 33-31072
1940 Act File No. 811-5876
JAH:s
Enclosure
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. _______ [ ]
Post-Effective Amendment No.___7___ [X]

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [ ]
Amendment No. __8__ [X]

LORD ABBETT SERIES FUND, INC.
------------------------------------------------
Exact Name of Registrant as Specified in Charter

767 Fifth Avenue, New York, NY 10153-0203
-----------------------------------------
Address of Principal Executive Office

Registrant's Telephone Number (212) 848-1800
---------------------------------------------
Kenneth B. Cutler, Vice President & Secretary
767 Fifth Avenue, New York, NY 10153-0203
---------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

______ immediately upon filing pursuant to paragraph (b)
___X__ on May 1, 1995 pursuant to paragraph (b)
______ 60 days after filing pursuant to paragraph (a)(1)
______ on (date) pursuant to paragraph (a)(1)
______ 75 days after filing pursuant to paragraph (a)(2)
______ on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

______ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Registrant has declared that it has registered an indefinite number or amount
of securities in accordance with Rule 24f-2 under the Investment Company Act
of 1940. Registrant filed its Rule 24f-2 Notice for the most recent fiscal
year on or about February 27, 1995.
</R
This filing has ______pages.

<PAGE>

LORD ABBETT SERIES FUND, INC.
FORM N-1A
Cross Reference Sheet
Pursuant to Rule 481(a)
<TABLE>

<S> <C>
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
- - - - ----------------- ---------------------------------------------------

1 Cover Page
2 N/A
3(a) Financial Highlights
3(b) N/A
3(c) Performance
3(d) Financial Highlights
4 (a) (i) Cover Page; The Fund
4 (a) (ii) Investment Objectives and Policies
4 (b) (c) Investment Objectives and Policies; Risk Factors
5 (a) Management
5 (b) The Fund; Management
5 (c) Management
5 (d) N/A
5 (e) General Information
5 (f) Management
5 (g) N/A
5 A N/A
6 (a) Cover Page; Shareholder Rights
6 (b) Dividends and Distributions
6 (c) (d) N/A
6 (e) Cover Page
6 (f) (g) Dividends and Distributions; Tax Status
6 (h) Cover Page; The Fund
7 (a) The Fund
7 (b) (c) (d) Purchase and Redemption of Shares; Net Asset Value
7 (e) N/A
7 (f) The Fund
8 (a) (b) (c) (d) The Fund; Purchase and Redemption of Shares
9 N/A
10 Cover Page
11 Cover Page - Table of Contents
12 N/A
13 (a) (b) (c) Investment Objectives and Policies
13 (d) N/A
14 Directors and Officers
15 Control Persons and Principal Holders of Securities
16 (a) (i) Investment Advisory and Other Services
16 (a) (ii) Directors and Officers
16 (a) (iii) Investment Advisory and Other Services
16 (b) (e) Investment Advisory and Other Services
16 (c) (d) (g) N/A
16 (f) Distribution Arrangements
16 (h) Investment Advisory and Other Services
16 (i) N/A
17 (a) Portfolio Transactions
17 (b) N/A
17 (c) (d) Portfolio Transactions
17 (e) N/A
18 (a) (b) N/A
19 (a) (b) The Fund - Prospectus; Purchase and Redemption of
Shares - Prospectus
19 (c) N/A
20 Taxes
21 (a) Distribution Arrangements
21 (b) (c) N/A
22 N/A
23 Financial Statements
</TABLE>

PART A

<PAGE>
LORD ABBETT SERIES FUND,INC.
_____________________________________________________________________
THE GENERAL MOTORS BUILDING
767 FIFTH AVENUE
NEW YORK, NY 10153-0203

Lord Abbett Series Fund, Inc. (the Fund), is a diversified open-end management
investment company incorporated under Maryland law on August 28, 1989. The
Fund is a series fund currently comprised of three separate Portfolios (the
Portfolios). However, only shares of the Growth and Income Portfolio are
offered at this time. SHARES OF THE GLOBAL EQUITY PORTFOLIO ARE NO LONGER
OFFERED FOR SALE. The Directors may provide for additional Portfolios from
time to time. Each Portfolio issues a separate class of shares, which has
rights separate from the other classes of shares.

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Additional information
about the Fund has been filed with the Securities and Exchange Commission.
The Statement of Additional Information is incorporated by reference into this
Prospectus and incorporates by reference the report of Deloitte & Touche, LLP
which is included in the Annual Report to shareholders. Both may be obtained,
without charge, by writing to the Fund or by calling 800-831-LIFE.

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
SHAREHOLDER INQUIRIES SHOULD BE MADE IN WRITING DIRECTLY TO THE FUND OR BY
CALLING 800-831-LIFE.

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

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

The date of this Prospectus and of the Statement of Additional Information is
May 1, 1995.

<PAGE>

<TABLE>

<S> <C>
CONTENTS PAGE

FINANCIAL 1

THE FUND 3

INVESTMENT OBJECTIVES AND 4

RISK FACTORS 11

PORTFOLIO TURNOVER RATES 13

MANAGEMENT 13

EXPENSES OF THE FUND 14

SHAREHOLDER RIGHTS 15

PURCHASE AND REDEMPTION OF SHARES 16

DIVIDENDS AND DISTRIBUTIONS 16

TAX STATUS 16

NET ASSET VALUE 17

PERFORMANCE 17

GENERAL INFORMATION 18
</TABLE>

<PAGE>
1. FINANCIAL HIGHLIGHTS
_____________________________________________________________________

The following tables have been audited by Deloitte & Touche LLP,
independent accountants, in connection with their annual audit of the Funds
Financial Statements whose report thereon is incorporated by reference into
the Statement of Additional Information and may be obtained on request. The
total return information for the Portfolios of the Fund shown in the Tables
below does not reflect expenses of the Variable Account and the variable
contracts. If such charges were included, the total return figures would be
lower for all periods shown. Further information about the Funds performance
is contained in the Annual Report to shareholders which may be obtained,
without charge, by calling 800-831-LIFE.

GROWTH AND INCOME PORTFOLIO

<TABLE>

<S> <C> <C> <C> <C> <C> <C>
For the Period
Dec. 11, 1989
(Commencement
Year Ended December 31, of Operations) to
to Dec. 31,
Per Share Operating Performance: 1994 1993 1992 1991 1990 1989

Net asset value, beginning of period $ 13.15 $ 12.27 $ 11.61 $ 9.93 $ 10.07 $ 10.00
Income from investment operations
Net investment income .41 .34 .45* .50* .41* .00*
Net realized and unrealized gain (loss)
on investments (.045) 1.48 1.3575 2.18 (.19) .07
Total from investment operations .365 1.82 1.8075 2.68 .22 .07

Distributions
Dividends from net investment income (.33) (.27) (.32) (.35) (.29)
Distributions from net realized gain (.475) (.67) (.8275) (.65) (.07)

Net asset value, end of period $ 12.71 $ 13.15 $ 12.27 $ 11.61 $ 9.93 $ 10.07

Total Return 2.76% 14.80% 15.62% 27.00% 2.18% 0.70%

Ratios/Supplemental Data:
Net assets, end of period (000) $114,608 $82,219 $37,307 $18,297 $ 10,754 $ 247

Ratios to Average Net Assets:
Expenses, including waiver .59% .57% .51% .13% .46% .28%
Expenses, excluding waiver .59% .57% .65% .72% .91% 1.73%
Net investment income 2.97% 2.76% 3.38% 4.20% 4.38% .00%

Portfolio turnover rate 68.94% 78.26% 107.30% 70.82% 49.06% .00%

* Net of management fee waiver
See Notes to Financial Statements
</TABLE>

<PAGE>
GLOBAL EQUITY PORTFOLIO
<TABLE>

<S> <C> <C> <C> <C> <C>
For the Period
April 9, 1990
Year Ended December 31, (Commencement
of Operations) to
to Dec. 31,
Per Share Operating Performance: 1994 1993 1992 1991 1990

Net asset value, beginning of period $ 12.58 $ 10.25 $ 10.75 $ 9.73 $ 10.00
Income from investment operations
Net investment income* .27 .26 .29 .28 .24
Net realized and unrealized gain (loss)
on investments (.0575) 2.4725 (.4575) 1.03 (.35)
Total from investment operations .2125 2.7325 (.1675) 1.31 (.11)

Distributions
Dividends from net investment income (.29) (.32) (.24) (.22) (.16)
Distributions from net realized gain (1.2825) (.0825)) (.0925) (.07)

Net asset value, end of period $ 11.22 $ 12.58 $ 10.25 $ 10.75 $ 9.73

Total Return 1.69% 26.67% (1.54)% 13.48% (1.10)%**

Ratios/Supplemental Data:
Net assets, end of period (000) $ 3,251 $ 3,775 $ 3,362 $ 4,407 $ 2,683

Ratios to Average Net Assets:
Expenses, including waiver .09% .09% .10% .10% .21%**
Expenses, excluding waiver 1.33% 1.62% 1.39% 2.15% 2.49%**
Net investment income 2.04% 2.24% 2.72% 2.69% 2.40%**

Portfolio turnover rate 50.63% 131.51% 128.59% 60.84% 25.59%

*Net of management fee waiver
**Not annualized.
See Notes to Financial Statements
</TABLE>

<PAGE>
2. THE FUND
___________________________________________________________________________

LORD ABBETT SERIES FUND, INC. is a diversified open-end management
investment company incorporated under the laws of Maryland on August 28, 1989.
The fund is a series fund currently comprised of three separate Portfolios.
However, only shares of the Growth and Income Portfolio are offered at this
time. Each Portfolio issues a separate class of shares. Each share of common
stock of the Fund has a par value of $.001 per share and has one vote and an
equal right to dividends and distributions with respect to its Portfolio. All
shares have noncumulative voting rights for the election of Directors. Each
share is fully paid, nonassessable and freely transferable. There are no
liquidation, conversion or preemptive rights. The fiscal year-end of the Fund
is December 31.

DISTRIBUTION OF FUND SHARES

Lord, Abbett & Co. (Lord Abbett), the Funds Investment Manager, located
at The General Motors Building, 767 Fifth Avenue, New York, New York
10153-0203, is the distributor of the shares of the Growth and Income
Portfolio. Prior to May 1, 1994, the Fund distributed its own shares. The
Growth and Income Portfolio of the Fund bears certain costs of distributing
shares of the Growth and Income Portfolio in accordance with a plan adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended
(the 1940 Act). (See Distribution Plan below.) Shares of the Fund are
currently issued and redeemed only in connection with investment in and
payments under certain variable annuity contracts issued by life insurance
companies and their affiliates (Life Companies). The shares of the Fund are
purchased and redeemed at net asset value. Lord Abbett and the Fund each
reserves the right to suspend, change or withdraw the offering of shares of
any Portfolio or Portfolios or any of the terms of such offering.

DISTRIBUTION PLAN

The Board of Directors of the Fund has adopted a Distribution Plan (the
Plan) for the Growth and Income Portfolio of the Fund which has been approved
by the shareholders of the Growth and Income Portfolio. The Plan has not been
activated to date. Pursuant to the Plan, the Fund, on behalf of the Growth and
Income Portfolio, may make payments to Lord Abbett for remittance to a Life
Company for certain distribution expenses incurred or paid by such Life
Company, provided that such remittances in the aggregate do not exceed 0.15%,
on an annual basis, of the average daily net asset value of shares of the
Growth and Income Portfolio sold to such life company to be used as the
underlying investment for variable life insurance and variable annuity
contracts (Variable Contracts). For the year ended December 31, 1994, no
payments were made pursuant to the Plan.

Distribution expenses for which a Life Company may be reimbursed include,
but are not limited to, expenses of printing and distributing Fund
prospectuses, statements of additional information and shareholder reports to
existing and potential Variable Contract owners and developing and preparing
Fund advertisements and other promotional materials designed to

<PAGE>
promote the distribution of Fund shares. Lord Abbett will be required to
submit to the Directors for approval annual distribution expense budgets and
quarterly reports of, and requests for payment of, distribution expenses as to
the Growth and Income Portfolio.

Variable annuity contract owners should refer to the fee table section of
their separate account prospectuses for further information with respect to
the effect of the Plan on their annuity contract expenses.

3. INVESTMENT OBJECTIVES AND POLICIES
___________________________________________________________________________

Each Portfolio of the Fund has a different investment objective which it
pursues through separate investment policies as described below. Each
Portfolio is managed separately by Lord Abbett and the risks and opportunities
of each Portfolio should be examined separately. The differences in objectives
and policies among the Portfolios can be expected to affect the return of each
Portfolio and the degree of market and financial risk of each Portfolio.

There is no assurance that the investment objectives of the various
Portfolios will be met.

GROWTH AND INCOME PORTFOLIO

The investment objective of the Growth and Income Portfolio is long-term
growth of capital and income without excessive fluctuation in market value.

The Fund intends to keep the Portfolios assets invested in those
securities which are selling at reasonable prices in relation to value and, to
do so, it may have to forgo some opportunities for gains when, in the Funds
judgment, they carry excessive risk.

The Portfolio will try to anticipate major changes in the economy and
select stocks which it believes will benefit most from these changes.

The Portfolio will normally invest in common stocks (including securities
convertible into common stocks) of large, seasoned companies in sound
financial condition, which common stocks are expected to show above-average
price appreciation. Although the prices of common stocks fluctuate and their
dividends vary, historically, common stocks have appreciated in value and
their dividends have increased when the companies they represent have
prospered and grown.

The Portfolio constantly seeks to balance the opportunity for profit
against the risk of loss. In the past, very few industries have continuously
provided the best investment opportunities. The Portfolio will take a flexible
approach and adjust the Portfolio to reflect changes in the opportunity for
sound investments relative to the risks assumed. Therefore, the Portfolio will
sell stocks that are judged to be overpriced and reinvest the proceeds in
other securities which are believed to offer better values for the Portfolio.

<PAGE>
The Portfolio will not purchase securities for trading purposes. To
create reserve purchasing power and also for temporary defensive purposes, the
Portfolio may invest in straight bonds and other fixed-income securities.

GLOBAL EQUITY PORTFOLIO

The investment objective of the Global Equity Portfolio is long-term
growth of capital and income consistent with reasonable risk. The production
of current income is a secondary consideration for the Portfolio.

To best serve the needs of most long-term investors, the Portfolio seeks
capital growth without excessive fluctuations in market value. The Portfolio
attempts to invest in securities representing good values which are expected
to decline less in price than other securities. In an effort to obtain such
values, the Portfolio will try to invest in those domestic and foreign
securities which are selling at reasonable prices in relation to other
domestic and foreign securities values considering the policies and factors
below and, in doing so, may forego some opportunities for gains when it is
believed they carry excessive risk.

The Portfolio will try to anticipate major changes in the world economy
and select domestic and foreign securities which it believes will benefit most
from these changes. The Portfolio normally invests primarily in common stocks
(including securities convertible into common stocks) of domestic and foreign
companies in sound financial condition which common stock are expected to show
above-average price appreciation. Although the prices of common stocks
fluctuate and their dividends vary, historically, common stocks have
appreciated in value and their dividends have increased when the companies
they represent have prospered and grown.

The Portfolio constantly seeks to balance the opportunity for profit
against the risk of loss. In the past, very few industries or economies have
continuously provided the best investment opportunities. The policy of the
Portfolio is to take a flexible approach and to adjust the Portfolio to
reflect changes in the opportunity for sound investments relative to the risk
assumed. Therefore, domestic and foreign securities judged to be overvalued
will be sold and the proceeds will be reinvested in other securities believed
to offer better values.

Under normal circumstances the Portfolio will invest its total assets in
domestic and foreign securities with at least 65% of such assets invested in
equity securities primarily traded in at least three countries, including the
United States. However, for temporary defensive purposes, this guideline may
not be followed.

The Portfolios investment in foreign securities may be subject to
non-U.S. income or withholding tax, resulting in a lower rate of return on
investments.

In selecting industries and companies representing good value for the
Portfolio, consideration will be given to, among other factors, overall growth
prospects, competitive position in domestic and foreign markets, technology,
research and development, productivity, labor costs,

<PAGE>
raw material costs and sources, profit margins, return on investment, capital
resources, management and government regulation.

COUNTRY DIVERSIFICATION - Global Equity Portfolio. It is the present
intention of the Portfolio to invest its assets in securities which are
primarily traded in the United Kingdom, Western Europe (Austria, Germany, the
Netherlands, France, Switzerland, Italy, Belgium, Norway, Sweden, Denmark and
Spain), Australia, Canada, the Far East (Japan, Hong Kong and Singapore) and
the United States. However, investment may be made from time to time in
securities which are primarily traded in other developed countries. Except for
the guidelines described above with respect to investing in at least three
countries, including the United States, there are no limitations on how much
of the Portfolios assets can be invested in securities primarily traded in any
one country.

FOREIGN CURRENCY HEDGING TECHNIQUES - Global Equity Portfolio. The
Portfolio may utilize various foreign currency hedging techniques described
below, including forward foreign currency contracts and foreign currency put
and call options.

A forward foreign currency contract involves an obligation to purchase or
sell a specific amount of a specific currency at a set price on a future date.
The Portfolio may enter into forward foreign currency contracts (but not in
excess of the amount the Portfolio has invested in non-U.S. dollar-denominated
securities at the time any such contract is entered into) in primarily two
circumstances. First, when the Portfolio enters into a contract for the
purchase or sale of a security denominated in a foreign currency, the
Portfolio may desire to lock in the U.S. dollar price of the security. By
entering into a forward contract for the purchase or sale of the amount of
foreign currency involved in the underlying security transaction, the
Portfolio will be able to protect against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date the security is purchased
or sold and the date on which payment is made or received.

Second, when it is believed that the currency of a particular foreign
country may suffer a decline against the U.S. dollar, the Portfolio may enter
into a forward contract to sell the amount of foreign currency approximating
the value of some or all of the Portfolios securities denominated in such
foreign currency. Precise matching of the forward contract amount and the
value of the securities involved will not generally be possible since the
future value of such securities denominated in foreign currencies will change
as a consequence of market movements in the value of those securities between
the date the forward contract is entered into and the date it matures. The
Portfolio does not intend to enter into such forward contracts under this
second circumstance on a regular or continuous basis.

The Funds custodian will segregate cash or liquid high-grade debt
securities belonging to the Portfolio in an amount not less than the value of
the Portfolios assets committed to forward foreign currency contracts entered
into under such a transaction. If the value of the securities segregated
declines, additional cash or debt securities will be added on a daily basis
(i.e., marked to market) so that the segregated amount will not be less than
the amount of the Portfolios commitments with respect to such contracts.

<PAGE>
The Portfolio may also purchase foreign currency put options on U.S.
exchanges or U.S. over-the-counter markets. A put option gives the Portfolio,
upon payment of a premium, the right to sell a currency at the exercise price
until the expiration of the option and serves to insure against adverse
currency price movements in the underlying portfolio assets denominated in
that currency. The premiums paid for such foreign currency put options will
not exceed 5% of the net assets of the Portfolio at the time of such payment.

Exchange-listed options markets in the United States include several major
currencies, and trading may be thin and illiquid. A number of major investment
firms trade unlisted options which are more flexible than exchange-listed
options with respect to strike price and maturity date. These unlisted options
generally are available on a wider range of currencies, including those of
most of the developed countries mentioned above. Unlisted foreign currency
options are generally less liquid than listed options and involve the credit
risk associated with the individual issuer. Investment in unlisted options
together with other illiquid securities is subject to a limit of 5% of the
Portfolios net assets. See Restricted or Not Readily Marketable Securities for
the Funds Portfolios in the Statement of Additional Information.

A call option written by the Portfolio gives the purchaser, upon payment
of a premium, the right to purchase from the Portfolio a currency at the
exercise price until the expiration of the option. The Portfolio may write a
call option on a foreign currency only in conjunction with a purchase of a put
option on that currency by the Portfolio. Such a strategy is designed to
reduce the cost of downside currency protection by limiting currency
appreciation potential. The face value of such writing may not exceed 90% of
the face value of the put option with respect to which such call option was
written.

Limitations imposed by the Internal Revenue Code on regulated investment
companies may restrict the Portfolios ability to engage in transactions in
options and forward contracts.

The Funds custodian will segregate cash or liquid high-grade debt
securities belonging to the Portfolio in an amount not less than the value of
the Portfolios assets committed to writing options. If the value of the
securities segregated declines, additional cash or debt securities will be
added on a daily basis (i.e., marked to market), so that the segregated amount
will not be less than the amount of the Portfolios commitments with respect to
such written options.

GROWTH PORTFOLIO

The investment objective of the Growth Portfolio is to seek capital
appreciation through investments primarily in equity securities which are
believed to be undervalued in the marketplace.

The Portfolio invests primarily in common stocks (including securities
convertible into common stocks) of companies with good prospects for
improvement in earnings trends or with asset values that are not yet fully
recognized in the investment community. Selection of stocks is based on
appreciation potential and without regard to current income.

<PAGE>
The Portfolio will be diversified among many issues representing many
different industries. The holdings in the Portfolio typically will be selected
for their potential for significant market appreciation from growing
recognition of substantial improvement in the companies financial results, or
increasing anticipation of such improvement. This potential may derive from
such factors as (i) changes in the economic and financial environment, (ii)
new or improved products or services, (iii) new or rapidly expanding markets,
(iv) changes in management or structure of the company, (v) price increases
due to shortages of resources or productive capacity, (vi) improved
efficiencies resulting from new technologies or changes in distribution, or
(vii) changes in governmental regulations, political climate or competitive
conditions. The companies represented will have a strong or, in the Portfolios
perception, an improving financial position and their outstanding stock will
ordinarily have an aggregate market value of not less than approximately $50
million. At the time of purchase, the securities may be largely neglected by
the investment community or, if widely followed, they may be out of favor or
at least controversial.

While the Portfolio may take short-term gains if deemed appropriate,
normally it will hold securities in order to realize long-term capital gains.

OTHER INVESTMENT POLICIES AND TECHNIQUES OF THE PORTFOLIOS

When the Fund believes that a Portfolio should assume a temporary
defensive position because of unfavorable investment conditions, the affected
Portfolio may temporarily hold its assets in cash and short-term money market
instruments.

See Risk Factors below for a discussion of special diversification
standards which the Portfolios will meet.

The Fund intends to utilize from time to time one or more of the
investment techniques identified below and described in the Statement of
Additional Information, including covered call options, rights and warrants
and repurchase agreements. It is the Funds current intention that no more than
5% of each Portfolios net assets will be at risk in the use of any one of such
investment techniques identified below. While some of these techniques involve
risk when utilized independently, the Fund intends to use them to reduce risk
and volatility in its Portfolios, although this result cannot be assured by
the use of such investment techniques.

COVERED CALL OPTIONS. The Fund may write 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.

RIGHTS AND WARRANTS. The Fund may invest in rights and warrants to
purchase securities. Included within these purchases, but not exceeding 2% of
the value of each Portfolios net assets, may be warrants which are not listed
on the New York Stock Exchange or American Stock Exchange.

<PAGE>
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements
with respect to a security. A repurchase agreement is a transaction by which
the Fund acquires a security and simultaneously commits to resell that
security to the seller (a bank or securities dealer) at an agreed-upon price
on an agreed-upon date. The Fund requires at all times that the repurchase
agreement be collateralized by cash or U.S. Government securities having a
value equal to, or in excess of, the value of the repurchase agreement. Such
agreements permit the Fund to keep all of its assets at work while retaining
flexibility in pursuit of investments of a longer-term nature.

OTHER POLICIES OF THE PORTFOLIOS

It is the Funds current intention that no more than 5% of each Portfolios
net assets will be at risk in the use of any one of the policies identified
below.

CLOSED-END INVESTMENT COMPANIES. The Fund may invest in shares of
closed-end investment companies if bought in primary or secondary offerings
with a fee or commission no greater than the customary brokers commission.
Shares of such investment companies sometimes trade at a discount or premium
in relation to their net asset value.

LENDING OF PORTFOLIO SECURITIES. The Fund may seek to earn income by
lending its Portfolio securities if the loan is collateralized and complies
with regulatory requirements.

EMERGENCY BORROWING. The Fund will be permitted to borrow money up to
one-third of the value of each Portfolios total assets taken at current value
but only from banks as a temporary measure for extraordinary or emergency
purposes. Beyond 5% of each Portfolios total assets (at current value), this
borrowing may not be used for investment leverage to purchase securities. As
a matter of operating policy, each Portfolio will not borrow more than 25% of
its total assets taken at current value.

CHANGE IN INVESTMENT OBJECTIVES

The Fund will not change the investment objectives of a Portfolio without
Portfolio shareholder approval as described below in Investment Restrictions.
However, the Funds policies and techniques are not fundamental. Therefore, if
it is determined that an objective of a Portfolio can best be achieved by a
substantive change in such a policy or technique, the change will be made
without Portfolio shareholder approval by disclosing it in the Prospectus.

INVESTMENT RESTRICTIONS

In addition to the investment objectives set forth above, certain
restrictions relating to the investment of assets of the Portfolios are set
forth in the Statement of Additional Information. These investment
restrictions are also deemed fundamental and neither any of them nor the
investment objectives of the Portfolios may be changed without the approval of
the holders of a majority of the outstanding shares of the Portfolio affected
(which for this purpose and under the Investment Company Act of 1940 means the
lesser of (i) 67% of the shares represented at a meeting at which more than
50% of the outstanding shares are present or represented by proxy or (ii) more
than 50% of the outstanding shares). A change in a restriction or objective
affecting only one Portfolio may be effected with the approval of a majority
of the outstanding shares of such Portfolio.

4. RISK FACTORS
___________________________________________________________________________

The Fund was established as the underlying investment for Variable
Contracts issued by Xerox Financial Services Life Insurance Company and its
affiliated insurance companies.

Section 817(h) of the Internal Revenue Code of 1986, as amended (the
Code), imposes certain diversification standards on the underlying assets of
Variable Contracts held in the Portfolios of the Fund. The Code provides that
a variable contract shall not be treated as an annuity contract or life
insurance for any period (and any subsequent period) for which the investments
are not, in accordance with regulations prescribed by the Treasury Department,
adequately diversified. Disqualification of the Variable Contracts as an
annuity contract or life insurance would result in imposition of federal
income tax on contract owners with respect to earnings allocable to the
Variable Contract prior to the receipt of payments under the Variable
Contract. Section 817(h)(2) of the Code is a safe harbor provision which
provides that contracts such as the Variable Contracts meet the
diversification requirements if, as of the close of each quarter, the
underlying assets meet the diversification standards for a regulated
investment company and no more than fifty-five percent (55%) of the total
assets consists of cash, cash items, U.S. Government securities and securities
of other regulated investment companies.

On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
1.817-5), which established diversification requirements for the investment
portfolios underlying variable contracts. The Regulations amplify the
diversification requirements for variable contracts set forth in Section
817(h) of the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be
deemed adequately diversified if (i) no more than 55 percent of the value of
the total assets of the portfolio is represented by any one investment; (ii)
no more than 70 percent of such value is represented by any two investments;
(iii) no more than 80 percent of such value is represented by any three
investments; and (iv) no more than 90 percent of such value is represented by
any four investments. For purposes of these Regulations, all securities of
the same issuer are treated as a single investment.

The Code provides that for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
contracts by Section 817(h) of the Code have been met, each United States
government agency or instrumentality shall be treated as a separate issuer.

Each Portfolio of the Fund will be managed in such a manner as to comply
with these diversification requirements. It is possible that in order to
comply with the diversification requirements, less desirable investment
decisions may be made which would affect the investment performance of the
Portfolios.

<PAGE>
Investment in the shares of the Global Equity Portfolio requires
consideration of certain factors that are not normally involved in investments
in U.S. securities. Generally, most of the assets of the Global Equity
Portfolio will be denominated or traded in foreign currencies. Accordingly, a
change in the value of any foreign currency relative to the U.S. dollar will
result in a corresponding change in the U.S. dollar value of the assets of the
Global Equity Portfolio denominated or traded in that currency. The
performance of the Global Equity Portfolio will be measured in U.S. dollars,
the base currency of the Global Equity Portfolio. In addition, the Global
Equity Portfolio may be subject to foreign withholding taxes which would
reduce the yield on its investments.

Securities markets of foreign countries in which the Global Equity
Portfolio may invest generally are not subject to the same degree of
regulation as the U.S. markets and may be more volatile and less liquid than
the major U.S. markets. Lack of liquidity may affect the Global Equity
Portfolios ability to purchase or sell large blocks of securities and thus
obtain the best price. There may be less publicly available information on
publicly-traded companies, banks and governments in foreign countries than is
generally the case for such entities in the United States. The lack of
uniform accounting standards and practices among countries impairs the
validity of direct comparisons of valuation measures (such as price/earnings
ratios) for securities in different countries. In addition, the Global Equity
Portfolio may incur costs associated with currency hedging and the conversion
of foreign currency into U.S. dollars and may be adversely affected by
restrictions on the conversion or transfer of foreign currency. Other
considerations include political and social instability, expropriation, higher
transaction costs and different securities settlement practices. Settlement
periods of foreign securities, which are sometimes longer than those for
securities of U.S. issuers, may affect portfolio liquidity. These different
settlement practices may cause missed purchasing opportunities and/or the loss
of interest on money market and debt investments pending further equity or
long-term debt investments. In addition, foreign securities held by the
Global Equity Portfolio may be traded on days that the Fund does not value the
Global Equity Portfolios securities, such as Saturdays and customary business
holidays, and, accordingly, the Global Equity Portfolios net asset value may
be significantly affected on days when shareholders do not have access to the
Global Equity Portfolio.

The prices of long-term securities are more volatile than those of
short-term debt securities. When interest rates go up or down, the market
value of such long-term debt securities tends to go down or up, respectively,
to a greater extent than in the case of short-term debt securities.

5. PORTFOLIO TURNOVER RATES
___________________________________________________________________________

For the years ended December 31, 1993 and 1994, the portfolio turnover
rates of the Growth and Income Portfolio were 78.26% and 68.94%, respectively.
For the years ended December 31, 1993 and 1994, the portfolio turnover rates
of the Global Equity Portfolio were 131.51% and 50.63%, respectively. These
changes, dictated by market conditions, resulted in a higher turnover of
portfolio assets in 1993, I.E. 131% versus 50%. Higher portfolio turnover
rates may involve correspondingly higher brokerage costs which would have to be
borne directly by the Fund and ultimately by its shareholders.

<PAGE>
6. MANAGEMENT
___________________________________________________________________________

The Fund is managed by its officers on a day-to-day basis under the
overall direction of its Board of Directors. The Fund employs Lord Abbett as
investment manager for the Portfolios pursuant to a Management Agreement.
Lord Abbett has been an investment manager for over 62 years and currently
manages approximately $16 billion in a family of mutual funds and other
advisory accounts. Lord Abbett provides the Fund with investment management
services and executive and other personnel, pays the remuneration of its
officers, provides the Fund with office space and pays for ordinary and
necessary office and clerical expenses relating to research, statistical work
and supervision of the Portfolios and certain other costs. The Fund pays all
other expenses not expressly assumed by Lord Abbett, including, without
limitation, outside Directors fees and expenses, association membership dues,
legal and auditing fees, shareholder servicing costs, expenses relating to
shareholder meetings, expenses of preparing, printing and mailing stock
certificates and shareholder reports, expenses of registering the Funds shares
under federal and state securities laws, expenses of printing and mailing
prospectuses to existing shareholders, insurance premiums and brokerage and
other expenses relating to the execution of Portfolio transactions. Lord
Abbett provides similar services to fifteen other funds having their own
investment objectives and also advises other investment clients. Lord Abbett
and Xerox Financial Services Life Insurance Company provided operating funds
to the Fund through their purchase of the initial shares of the Fund.

Mr. W. Thomas Hudson, Jr. is Executive Vice President of the Fund and is
primarily responsible for the day-to-day management of the Growth and Income
Portfolio. Mr. Hudson has been employed by Lord Abbett for twelve years.

Mr. E. Wayne Nordberg is a Partner of Lord Abbett and is primarily
responsible for the day-to-day management of the Global Equity Portfolio. Mr.
Nordberg has been employed by Lord Abbett since 1988.

Lord Abbett has entered into a Sub-Investment Management Agreement with
Dunedin Fund Managers Limited, as Sub-Adviser, under which it provides Lord
Abbett with advice with respect to that portion of the Global Equity
Portfolios assets invested in countries other than the United States (the
foreign assets). The Sub-Adviser and its predecessors date back 122 years to
1873. The Sub-Adviser manages about $8 billion which is invested globally.
In performing these services, the Sub-Adviser furnishes Lord Abbett with
advice and recommendations with respect to the foreign assets, including
advice on the allocation of investments among foreign securities markets and
foreign equity and debt securities, and, subject to consultation with Lord
Abbett, advice as to cash holdings and what securities in the portfolio of
foreign assets should be purchased, held or disposed of. The Sub-Adviser
also gives advice with respect to foreign currency matters.

Subject to the review of the Board of Directors, Lord Abbett, in
consultation with the Sub-Adviser, will determine at least quarterly the
percentage of the assets of Global Equity Portfolio that shall be allocated to
Lord Abbett or the Sub-Adviser for investment management. With

<PAGE>
respect to the assets of the Portfolio allocated to the Sub-Adviser for
investment management, the Sub-Adviser performs its services subject to the
overall supervision and review of Lord Abbett. From time to time or at any
time requested by Lord Abbett or the Funds directors, the Sub-Adviser will
make reports to Lord Abbett or the Fund, as requested, of the Sub-Advisers
performance of the services described in the Sub-Investment Management
Agreement.

Under the Management Agreement, the Fund is obligated to pay Lord Abbett
a monthly fee, based on average daily net assets for the Portfolios for each
month at an annual rate of .75 of 1% with respect to the Global Equity
Portfolio and Growth Portfolio and .5 of 1% with respect to the Growth and
Income Portfolio. In addition, the Fund will pay all expenses not expressly
assumed by Lord Abbett. Lord Abbett will pay the Sub-Adviser a monthly fee
based on the average daily net assets of the Global Equity Portfolio for each
month equal, on an annual basis, to .375 of 1%. Although not obligated to,
Lord Abbett currently waives its advisory fees for the Global Equity
Portfolio. For the year ended December 31, 1994, the amount of the advisory
fee for the Growth and Income Portfolio was $518,190. For the year ended
December 31, 1994, Lord Abbett waived all ($17,889) of its advisory fee with
respect to the Global Equity Portfolio. No advisory fees were received or
waived by Lord Abbett with respect to the Growth Portfolio as it has not yet
commenced operations.

7. EXPENSES OF THE FUND
___________________________________________________________________________

The organizational expenses of the Fund are being amortized on a
straight-line basis over a period of five years (beginning with the
commencement of operations). If any of the initial shares (issued to Lord
Abbett and Xerox Financial Services Life Insurance Company) are redeemed
during the amortization period by any holder thereof, the redemption proceeds
will be reduced by any unamortized organizational expenses in the same
proportion as the number of initial shares being redeemed bears to the number
of initial shares outstanding at the time of the redemption.

Lord Abbett may waive its management fee and/or advance other expenses of
the Fund. Although each Portfolio must bear the expenses directly
attributable to it, the Portfolios are expected to experience cost savings
over the aggregate amount that would be payable if each Portfolio were a
separate fund, because they have the same Directors, accountants, attorneys
and share other general and administrative expenses. Any expenses which are
not directly attributable to a specific Portfolio are allocated on the basis
of the net assets of the respective Portfolios. For the year ended December
31, 1994, the expenses borne by the Growth and Income Portfolio amounted to
$_______ or ___% of its average daily net assets and the expenses borne by the
Global Equity Portfolio amounted to $_______ or ___% of its average daily net
assets.

<PAGE>
8. SHAREHOLDER RIGHTS
___________________________________________________________________________

Each Portfolio issues its own class of shares and may issue separate
classes of shares with respect to such Portfolio. Each share represents an
equal proportionate interest in the assets of the Portfolio with each other
share in the Portfolio. On any matter submitted to a vote of shareholders,
all shares of the Fund then issued and outstanding and entitled to vote shall
be voted in the aggregate and not by class except for matters concerning only
one class. The holder of each share of stock of the Fund will be entitled to
one vote for each full share and a fractional vote for each fractional share
of stock. Shares of one class may not bear the same economic relationship to
the Fund as shares of another class.

In accordance with its view of present applicable law, the Fund views the
separate account(s) of Life Companies as shareholders of the Fund having the
right to vote Fund shares at any meeting of shareholders and will provide
pass-through voting privileges to all contract owners. Life Companies will
vote shares of the Fund held in the separate account(s) for which no timely
voting instructions from contract owners are received, as well as shares they
own, in the same proportion as those shares for which voting instructions are
received. Additional information concerning voting rights is described in the
separate account prospectuses.

The Funds By-Laws provide that the Fund shall not hold an annual meeting
of its shareholders in any year unless one or more matters are required to be
acted on by shareholders under the Investment Company Act of 1940, as amended
(the Act), or unless called at the request in writing of a majority of the
Board of Directors or by shareholders holding at least one-quarter of the
shares of the Fund outstanding and entitled to vote at the meeting. The Fund
will hold a shareholder meeting to fill existing vacancies on the Board in the
event that less than a majority of Directors were elected by the shareholders.
The Directors shall also call a meeting of shareholders for the purpose of
voting upon the question of removal of any Director when requested in writing
to do so by the record holders of not less than 10 percent of the outstanding
shares. Under the By-Laws of the Fund and in accordance with the Act,
shareholder approval of the independent auditors of the Fund will not be
required except when shareholder meetings are held. The Fund has an
obligation to assist shareholder communications.

9. PURCHASE AND REDEMPTION OF SHARES
___________________________________________________________________________

Shares are currently only sold to the separate accounts of Xerox Life
Insurance Company and its affiliates at net asset value (see below).
Redemptions will be effected by the separate accounts to meet obligations
under the variable contracts. Contract owners do not deal directly with the
Fund with respect to acquisition or redemption of shares.

In selecting broker-dealers to execute portfolio transactions for the
Funds Portfolios, if two or more broker-dealers are considered capable of best
execution, the Fund may prefer the broker-dealer who has sold Fund shares
through the sale of such variable contracts.

<PAGE>
10. DIVIDENDS AND DISTRIBUTIONS
___________________________________________________________________________

All dividends and distributions are distributed to the shareholders and
will be payable in shares or cash at the election of shareholders. Xerox
Life, with respect to shares held by its separate accounts, has elected, and
intends to continue to elect, to receive dividends and distributions in
shares. Dividends and distributions are made at such frequency and in such
amount as to assure compliance with the Internal Revenue Code.

11. TAX STATUS
___________________________________________________________________________

It is the intention of the Fund to have each Portfolio qualify, and for
the fiscal year ended December 31, 1994, they did qualify, as a regulated
investment company under Subchapter M of the Internal Revenue Code. The Fund
distributes all of its net income and gains to its shareholders (the separate
accounts). Each Portfolio is treated as a separate entity for federal income
tax purposes and, therefore, the investments and results of the Portfolio are
determined separately for purposes of determining whether the Portfolio
qualifies as a regulated investment company and for purposes of determining
net ordinary income (or loss) and net realized capital gains (or losses).

12. NET ASSET VALUE
___________________________________________________________________________

Portfolio shares are sold and redeemed at a price equal to the shares net
asset value. Net asset value per share is determined as of the close of the
New York Stock Exchange on each day that the New York Stock Exchange is open
for business by dividing each Portfolios total net assets by the number of
shares outstanding at the time of calculation. The daily net asset value per
share is also determined once daily on each day (other than a day during which
no such shares were tendered for redemption and no order to purchase or sell
such shares was received by the Fund) in which there is a sufficient degree of
trading in a Portfolios securities that the current net asset value of the
Portfolios shares might be materially affected by changes in the value of the
securities.

Total assets are determined by adding the total current value of the
Portfolios securities, cash, receivables and other assets and subtracting
liabilities. Portfolio shares are sold and redeemed at the net asset value
next determined after receipt of the sales order or request for redemption.

Securities that are listed on a securities exchange are valued at their
closing sales price on the day of the valuation. Price valuations for listed
securities are based on market quotations where the security is primarily
traded or, if not available, are valued at the mean of the bid and asked
prices on any valuation date. Unlisted securities in a Portfolio are
primarily valued based on their latest quoted bid price or, if not available,
are valued by a method determined by the Directors to accurately reflect fair
value. Money market instruments maturing in 60 days or less

<PAGE>
are valued on the basis of amortized cost, which means that they are valued at
their acquisition cost to reflect a constant amortization rate to maturity of
any premium or discount, rather than at current market value.

13. PERFORMANCE
___________________________________________________________________________

From time to time, advertisements and other sales materials for the Fund
may include information concerning the historical performance of the Fund.
Total return information will include the Portfolios average annual compounded
rate of return for a given period, based upon the value of the shares acquired
through a hypothetical $1000 investment at the beginning of the specified
period and the net asset or redemption value of such shares at the end of the
period, assuming reinvestment of all dividends and distributions at net asset
value. In lieu of or in addition to total return calculations, such
information may include performance rankings and similar information from
independent organizations such as Lipper Analytical Services, Inc., Business
Week, Forbes or other industry publications.

Total return figures utilized by the Fund are based on historical
performance and are not intended to indicate future performance. Total return
and net asset value per share can be expected to fluctuate over time. Further
information about the Funds performance is contained in the Annual Report to
shareholders which may be obtained, without charge by calling 800-831-LIFE.

14. GENERAL INFORMATION
___________________________________________________________________________

The Funds custodian is Morgan Guaranty Trust Company of New York, 60 Wall
Street, New York, New York 10005. The Funds transfer agent and dividend
disbursing agent is DST Systems, Inc., Kansas City, Missouri 64141. The Funds
auditors are Deloitte & Touche LLP, Two World Financial Plaza, New York, New
York 10281. The Funds counsel is Debevoise & Plimpton, 875 Third Avenue, New
York, New York 10022.

<PAGE>
PART B

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

LORD ABBETT SERIES FUND, INC.

May 1, 1995

This Statement of Additional Information is not a Prospectus. A
Prospectus may be obtained from Lord, Abbett & Co. at The General Motors
Building, 767 Fifth Avenue, New York, N.Y. 10153-0203. This Statement relates
to, and should be read in conjunction with, the Prospectus dated May 1, 1995.

Shareholder inquiries should be made by writing directly to the Fund or
by calling (800) 831-LIFE.

<TABLE>

<S> <C>
TABLE OF CONTENTS PAGE

1. Investment Objectives and Policies 2

2. Directors and Officers 8

3. Control Persons and Principal Holders of Securities 11

4. Investment Advisory and Other Services 12

5. Portfolio Transactions 14

6. Net Asset Value of Fund Shares 16

7. Dividends and Distributions 17

8. Distribution Arrangements 17

9. Taxes 18

10. Calculation of Performance Data 19

11. Financial Statements 20
</TABLE>

<PAGE>
1.

INVESTMENT OBJECTIVES AND POLICIES

The Fund's investment objectives and policies are described in the
Prospectus under "Investment Objectives and Policies". In addition to those
investment objectives, each Portfolio is subject to the following investment
restrictions which cannot be changed without approval of a majority of the
outstanding shares of the Portfolio. Each Portfolio may not: (1) sell short
securities or buy securities or evidences of interests therein on margin,
although it may obtain short-term credit necessary for the clearance of
purchases of securities; (2) buy or sell put or call options, although it may
buy, hold or sell rights or warrants, write covered call options and enter
into closing purchase transactions as discussed below; and, in the case of the
Global Equity Portfolio only, it may utilize various foreign currency hedging
techniques as discussed below; (3) borrow money which is in excess of
one-third of the value of its total assets taken at market value (including
the amount borrowed) and then only from banks as a temporary measure for
extraordinary or emergency purposes (borrowings beyond 5% of such total
assets, may not be used for investment leverage to purchase securities but
solely to meet redemption requests where the liquidation of the Portfolio's
investment is deemed to be inconvenient or disadvantageous); (4) invest in
securities or other assets not readily marketable at the time of purchase or
subject to legal or contractual restrictions on resale except as described
under "Restricted or Not Readily Marketable Securities for the Fund's
Portfolios" below; (5) act as underwriter of securities issued by others,
unless it is deemed to be one in selling a portfolio security requiring
registration under the Securities Act of 1933, such as those described under
"Restricted or Not Readily Marketable Securities for the Fund's Portfolios"
below; (6) lend money or securities to any person except that it may enter
into short-term repurchase agreements with sellers of securities it has
purchased, and it may lend its portfolio securities to registered
broker-dealers where the loan is 100% secured by cash or its equivalent as
long as it complies with regulatory requirements and the Fund deems such loans
not to expose the Portfolio to significant risk (investment in repurchase
agreements exceeding 7 days and in other illiquid investments is limited to a
maximum of 5% of a Portfolio's assets); (7) pledge, mortgage or hypothecate
its assets; however, this provision does not apply to permitted borrowing
mentioned above or to the grant of escrow receipts or the entry into other
similar escrow arrangements arising out of the writing of covered call
options; (8) buy or sell real estate including limited partnership interests
therein (except securities of companies, such as real estate investment
trusts, that deal in real estate or interests therein), or oil, gas or other
mineral leases, commodities or commodity contracts in the ordinary course of
its business, except such interests and other property acquired as a result of
owning other securities, though securities will not be purchased in order to
acquire any of these interests; (9) invest more than 5% of its gross assets,
taken at market value at the time of investment, in companies (including their
predecessors) with less than three years' continuous operation; (10) buy
securities if the purchase would then cause a Portfolio to have more than (i)
5% of its gross assets, at market value at the time of purchase, invested in
securities of any one issuer, except securities issued or guaranteed by the
U.S. Government, its agencies or

<PAGE>
or (ii) 25% of its gross assets, at market value at the time of purchase,
invested in securities issued or guaranteed by a foreign government, its
agencies or instrumentalities; (11) buy voting securities if the purchase
would then cause a Portfolio to own more than 10% of the outstanding voting
stock of any one issuer; (12) own securities in a company when any of its
officers, directors or security holders is an officer or director of the Fund
or an officer, director or partner of the Investment Manager or sub-adviser,
if after the purchase any of such persons owns beneficially more than 1/2 of
1% of such securities and such persons together own more than 5% of such
securities; (13) concentrate its investments in any particular industry, but
if deemed appropriate for attainment of its investment objective, up to 25% of
its gross assets (at market value at the time of investment) may be invested
in any one industry classification used for investment purposes; or (14) buy
securities from or sell them to the Fund's officers, directors, or employees,
or to the Investment Manager or sub-adviser or to their partners, directors
and employees.

CHANGES IN FUND OBJECTIVES, RESTRICTIONS, POLICIES AND STRATEGIES

The Fund's investment objectives described in the Prospectus and the
Fund's investment restrictions described above in this Statement of Additional
Information, both under the same heading "Investment Objectives and Policies",
can be changed only with the approval of a majority of the outstanding shares
of the affected Portfolio. All of the Fund's policies and techniques,
including those described below, can be changed without such approval.

OTHER INVESTMENTS. Described below are other Fund policies and
techniques applicable to one or all of the Portfolios as indicated.

FOREIGN CURRENCY HEDGING TECHNIQUES OF THE GLOBAL EQUITY PORTFOLIO

The Fund's Global Equity Portfolio may utilize various foreign currency
hedging techniques described below, including forward foreign currency
contracts and foreign currency put and call options.

FORWARD FOREIGN CURRENCY CONTRACTS. A forward foreign currency contract
involves an obligation to purchase or sell a specific amount of a specific
currency at a set price at a future date. The Portfolio expects to enter into
forward foreign currency contracts in primarily two circumstances. First,
when the Portfolio enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may desire to "lock in" the
U.S. dollar price of the security. By entering into a forward contract for
the purchase or sale of the amount of foreign currency involved in the
underlying security transaction, the Portfolio will be able to protect against
a possible loss resulting from an adverse change in the relationship between
the U.S. dollar and the subject foreign currency during the period between the
date the security is purchased or sold and the date on which payment is made
or received.

<PAGE>
Second, when it is believed that the currency of a particular foreign
country may suffer a decline against the U.S. dollar, the Portfolio may enter
into a forward contract to sell the amount of foreign currency approximating
the value of some or all of the Portfolio securities denominated in such
foreign currency. Precise matching of the forward contract amount and the
value of the securities involved will not generally be possible since the
future value of such securities denominated in foreign currencies will change
as a consequence of market movements in the value of those securities between
the date the forward contract is entered into and the date it matures. The
Portfolio does not intend to enter into such forward contracts under this
second circumstance on a regular or continuous basis.

The Fund's custodian will segregate cash or liquid high-grade debt
securities in an amount not less than the value of the Portfolio's assets
committed to forward foreign currency contracts entered into under this type
of transaction. If the value of the securities segregated declines,
additional cash or debt securities will be added on a daily basis (i.e. marked
to market) so that the segregated amount will not be less than the amount of
the Global Equity Portfolio's commitments with respect to such contracts.

FOREIGN CURRENCY PUT AND CALL OPTIONS. The Fund may also purchase
foreign currency put options on U.S. exchanges or U.S. over-the-counter
markets for the Global Equity Portfolio. A put option gives the Portfolio,
upon payment of a premium, the right to sell a currency at the exercise price
until the expiration of the option and serves to insure against adverse
currency price movements in the underlying portfolio assets denominated in
that currency.

Exchange listed options markets in the United States include seven major
currencies, and trading may be thin and illiquid. The seven major currencies
are Australian dollars, British pounds, Canadian dollars, German marks, French
francs, Japanese yen and Swiss francs. A number of major investment firms
trade unlisted options which are more flexible than exchange listed options
with respect to strike price and maturity date. These unlisted options
generally are available on a wider range of currencies, including those of
most of the developed countries mentioned in the Prospectus. Unlisted foreign
currency options are generally less liquid than listed options and involve the
credit risk associated with the individual issuer. Unlisted options are
subject to the Fund's policy on illiquid securities.

A call option written by the Fund on behalf of the Portfolio gives the
purchaser, upon payment of a premium, the right to purchase from the Portfolio
a currency at the exercise price until the expiration of the option. The Fund
on behalf of the Portfolio may write a call option on a foreign currency only
in conjunction with a purchase of a put option on that currency. Such a
strategy is designed to reduce the cost of downside currency protection by
limiting currency appreciation potential. The face value of such writing may
not exceed 90% of the value of the securities denominated in such currency
invested in by the Portfolio to cover such call writing.

<PAGE>
INVESTMENT TECHNIQUES FOR THE FUND'S PORTFOLIOS

The Fund intends to utilize from time to time one or more of the
investment techniques described below including covered call options, rights
and warrants and repurchase agreements. It is the Fund's current intention
that no more than 5% of each Portfolio's net assets will be at risk in the use
of any one of such investment techniques. While some of these techniques
involve risk when utilized independently, the Fund intends to use them to
reduce risk and volatility in its Portfolios.

The writing of call options will, therefore, involve a potential loss of
opportunity to sell securities at higher prices. The writer of a fully
collateralized call option assumes the full downside risk of the securities
subject to such option. In addition, in exchange for the premium received,
the writer of the call gives up the gain possibility of the stock appreciating
beyond the call price. While an option that has been written is in force, the
maximum profit that may be derived from the optioned stock is the sum of the
premium less brokerage commissions and fees plus the difference between the
strike price of the call and the market price of the underlying security.

The Fund will not use call options on individual equity securities traded
on foreign securities markets.

The Fund's custodian will segregate cash or liquid high grade debt
securities in an amount not less than the value of the Fund's assets committed
to written covered call options. If the value of the securities segregated
declines, additional cash or debt securities will be added on a daily basis
(i.e. marked to market) so that the segregated amount will not be less than
the amount of the Fund's commitments with respect to such written options.

RIGHTS AND WARRANTS. The Fund may invest in rights and warrants to
purchase securities. Included within that amount, but not to exceed 2% of the
value of the Portfolio's net assets, may be warrants which are not listed on
the New York Stock Exchange or American Stock Exchange.

Rights represent a privilege offered to holders of record of issued
securities to subscribe (usually on a pro rata basis) for additional
securities of the same class, of a different class, or of a different issuer,
as the case may be. Warrants represent the privilege to purchase securities
at a stipulated price and are usually valid for several years. Rights and
warrants generally do not entitle a holder to dividends or voting rights with
respect to the underlying securities nor do they represent any rights in the
assets of the issuing company.

<PAGE>
Also, the value of a right or warrant may not necessarily change with the
value of the underlying securities, and rights and warrants cease to have
value if they are not exercised prior to their expiration date.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements
with respect to a security. A repurchase agreement is a transaction by which
the Fund acquires a security and simultaneously commits to resell that
security to the seller (a bank or securities dealer) at an agreed-upon price
on an agreed-upon date. The resale price reflects the purchase price plus an
agreed-upon market rate of interest which is unrelated to the coupon rate or
date of maturity of the purchased security. In this type of transaction, the
securities purchased by the Fund have a total value in excess of the value of
the repurchase agreement. The Fund requires at all times that the repurchase
agreement be collateralized by cash or U.S. government securities having a
value equal to, or in excess of, the value of the repurchase agreement. Such
agreements permit the Fund to keep all of its assets at work while retaining
flexibility in pursuit of investments of a longer-term nature.

The use of repurchase agreements involves certain risks. For example, if
the seller of the agreement defaults on its obligation to repurchase the
underlying securities at a time when the value of these securities has
declined, the Fund may incur a loss upon disposition of them. If the seller
of the agreement becomes insolvent and subject to liquidation or
reorganization under the Bankruptcy Code or other laws, a bankruptcy court may
determine that the underlying securities are collateral not within the control
of the Fund and therefore subject to sale by the trustee in bankruptcy. Even
though the repurchase agreements may have maturities of seven days or less,
they may lack liquidity, especially if the issuer encounters financial
difficulties. While the Fund acknowledges these risks, it is expected that
they can be controlled through stringent selection criteria and careful
monitoring procedures. The Fund intends to limit repurchase agreements to
transactions with dealers and financial institutions believed by the Fund to
present minimal credit risks. The Fund will monitor creditworthiness of the
repurchase agreement sellers on an ongoing basis.

RESTRICTED OR NOT READILY MARKETABLE SECURITIES FOR THE FUND'S PORTFOLIOS

Although the Fund has no current intention of investing in such
securities in the foreseeable future, no more than 5% of the value of each
Portfolio may be invested in securities with legal or contractual restrictions
on resale ("restricted securities") (including securities qualifying for
resale under SEC Rule 144A that are determined by the Board, or by Lord Abbett
& Co. pursuant to the Board's delegation, to be liquid securities, restricted
securities, repurchase agreements with maturities of more than seven days and
over-the-counter options), other than repurchase agreements and those
restricted securities which have a liquid market among certain institutions,
including the Fund, and in securities which are not readily marketable.

<PAGE>
LENDING OF SECURITIES BY THE FUND'S PORTFOLIOS

Although the Fund has no current intention of doing so in the foreseeable
future, the Fund may seek to earn income by lending portfolio securities.
Under present regulatory policies, such loans may be made to member firms of
the New York Stock Exchange and are required to be secured continuously by
collateral consisting of cash, cash equivalents, or United States Treasury
bills maintained in an amount at least equal to the market value of the
securities loaned. The Fund will have the right to call a loan and obtain the
securities loaned at any time on five days' notice. During the existence of a
loan the Fund will receive the income earned on investment of collateral. The
aggregate value of the securities loaned will not exceed 15% of the value of
each Portfolio's total assets.

PORTFOLIO TURNOVER RATES

During the fiscal year ended December 31, 1994, the portfolio turnover
rate of the Growth and Income Portfolio was 68.94%. During the fiscal year
ended December 31, 1993, the portfolio turnover rate of the Growth and Income
Portfolio was 78.26%.

During the fiscal year ended December 31, 1994, the portfolio turnover
rate of the Global Equity Portfolio was 50.63%. During the fiscal year ended
December 31, 1993, the portfolio turnover rate of the Global Equity Portfolio
was 131.51%. These changes, dictated by market conditions, resulted in a
higher turnover of portfolio assets in 1993 than in 1994, i.e. 131% versus
50%.

DIRECTORS AND OFFICERS

The following director and officer is a partner of Lord, Abbett & Co., The
General Motors Building, 767 Fifth Avenue, New York, N.Y. 10153-0203 ("Lord
Abbett"). He has been associated with Lord Abbett for over five years and is
also an officer and/or director or trustee of the fifteen other Lord
Abbett-sponsored funds described under "Investment Advisory and Other
Services." He is an "interested person" as defined in the Investment Company
Act of 1940, as amended, and as such, may be considered to have an indirect
financial interest in any Rule 12b-1 Plan adopted by a Portfolio..

Ronald P. Lynch, Age 59, Chairman, President and Director

The following outside directors are also directors of the fifteen other Lord
Abbett sponsored funds referred to above (except for Lord Abbett Research
Fund, Inc., of which only Messrs. Millican and Neff are directors).

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

President and Chief Executive Officer of Time Warner Cable Programming, Inc.
Formerly President and Chief Operating Officer of Home Box Office, Inc. Age
53.

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

Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 64.

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

Retired. Formerly Chairman of Independent Election Corporation of America, a
proxy tabulating firm. Age 69.

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

General Partner, The Marketing Partnership, Inc., a full service marketing
consulting firm that specializes in strategic planning and customer-specific
marketing. Formerly Acquisition Consultant, The Noel Group, a private
consulting firm (1994). Formerly Chairman and Chief Executive Officer of
Lincoln Snacks, Inc., manufacturer of branded snack foods (1992-1994).
Formerly President and Chief Executive Officer of Nestle Foods Corporation, a
subsidiary of Nestle S.A. (Switzerland). Age 61.

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

President and Chief Executive Officer of Rochester Button Company. Formerly
Senior Vice President of Springs Industries, Inc., a textile company,
(December 1986-1989). Age 65.

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

President of Spencer Stuart & Associates, an executive search consulting firm.
Age 57.

The second column of the following table sets forth the compensation
accrued for the Funds outside directors. The third and fourth columns set
forth information with respect to the retirement plan for outside directors
maintained by the Lord Abbett-sponsored funds. The fifth column sets forth
the total compensation payable by such funds to the outside directors. The
information provided is for the fiscal year ended December 31, 1994. No
director of the Fund associated with Lord Abbett and no officer of the Fund
received any compensation from the Fund received any compensation from the
Fund for acting as a director or officer.

COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
<TABLE>

<S> <C> <C> <C> <C>
Estimated Annual
Benefits Upon
Retirement
Pension or Proposed to be
Retirement Benefits Paid by the Fund
Accrued Expenses and Fifteen Total Compensation
by the Fund and Other Lord Accrued by the Fund and
Aggregate Fifteen other Abbett- Fifteen Other Lord
Compensation Lord Abbett- sponsored Abbett-sponsored
Name of Director from the Fund1 sponsored Funds 2 Funds 2 Funds 3
- - - - ----------------------- --------------- -------------------- ----------------- ----------------------------

E. Thayer Bigelow3 $ 73 None $ 33,600 $ 8,400
--------------- -------------------- ----------------- ----------------------------

Thomas F. Creamer4 $ 197 $ 27,578 $ 33,600 $ 29,650
--------------- -------------------- ----------------- ----------------------------

Stewart S. Dixon $ 314 $ 22,595 $ 33,600 $ 43,600
--------------- -------------------- ----------------- ----------------------------

John C. Jansing $ 307 $ 28,636 $ 33,600 $ 42,500
--------------- -------------------- ----------------- ----------------------------

C. Alan MacDonald $ 310 $ 27,508 $ 33,600 $ 41,500
--------------- -------------------- ----------------- ----------------------------

Hansel B. Millican, Jr. $ 302 $ 24,842 $ 33,600 $ 41,750
--------------- -------------------- ----------------- ----------------------------

Thomas J. Neff $ 297 $ 16,214 $ 33,600 $ 41,200
--------------- -------------------- ----------------- ----------------------------
</TABLE>

<PAGE>

<TABLE>

<C> <S>
1. Outside directors fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored funds based on net assets
of each fund. Fees payable by the Fund to its outside directors are being deferred
under a plan that deems the deferred amounts to be invested in shares of the Fund
for later distribution to the directors. The amounts accrued by the Fund for the year
ended December 31, 1994, are as set forth after each outside Directors name
above. The total amount accrued for each outside Director since the beginning of
his tenure with the Fund, together with dividends reinvested and changes in net
asset value applicable to such deemed investments, were as follows as of
December 31, 1994: Mr. Bigelow, $73; Mr. Creamer, $436; Mr. Dixon, $557; Mr.
Jansing, $550; Mr. MacDonald, $538; Mr. Millican, $546; and Mr. Neff, $547.

2. Each Lord Abbett-sponsored fund has a retirement plan providing that outside directors will
receive annual retirement benefits for life equal to 80% of their final annual retainers
following retirement at or after age 72 with at least 10 years of service. Each plan also
provides for a reduced benefit upon early retirement under certain circumstances, a pre-
retirement death benefit and actuarially reduced joint-and-survivor spousal benefits. The
amounts stated, except in the case of Mr. Creamer, would be payable annually under such
retirement plans if the director were to retire at age 72 and the annual retainers payable by
such funds were the same as they were today. The amounts accrued in column 3 were
accrued by Lord Abbett-sponsored funds during the fiscal year ended December 31, 1994
with respect to the retirement benefits in column 4.

3. This columns shows agregate compensation, including directors fees and attendance fees for
board and committee meetings, of a nature referred to in footnote one, accrued by the Lord
Abbett-sponsored funds during the year ended December 31, 1994.

4 Mr. Bigelow was elected a director of the Fund on October 19, 1994.

5 Mr. Creamer retired as a director of the Fund effective September 21, 1994. The stated amount
of his retirement income (column 4) is the annnual amount payable to him by the Lord
Abbett- sponsored funds before reduction for a joint-and -survivor spousal benefit.
</TABLE>

Except where indicated, the following executive officers of the Fund have
been associated with Lord Abbett for over five years. Messrs. Allen, Carper,
Cutler, Dow, Nordberg and Walsh are partners of Lord Abbett; the others are
employees: W. Thomas Hudson, Jr., age 53, Executive Vice President; Kenneth B.
Cutler, age 62, Vice President and Secretary; Stephen I. Allen, age 41, Daniel
E. Carper, age 43, Robert S. Dow, age 50, E. Wayne Nordberg, age 58, John J.
Walsh, age 58, Jeffery H. Boyd, age 38, (with Lord Abbett since 1994, formerly
a partner in the law firm of Robinson & Cole), John J. Gargana, Jr., age 63,
Thomas F. Konop, age 53, Victor W. Pizzolato, age 62, Vice Presidents; and
Keith F. O'Connor, age 39, Treasurer.

The Fund's by-laws provide that the Fund shall not hold an annual meeting
of its stockholders in any year unless one or more matters are required to be
acted on by stockholders under the Investment Company Act of 1940, as amended
(the "Act"), or unless called at the request of a majority of the Board of
Directors or by stockholders holding at least one-quarter of the stock of the
Fund outstanding and entitled to vote at the meeting. When any such annual
meeting is held, the stockholders will elect directors to hold the offices of
any directors who have held office for more than one year or who have been
elected by the Board of Directors to fill vacancies. Under the By-laws and in
accordance with the Act, stockholder approval of the independent auditors of
the Fund will not be required except when such meetings are held.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

SUBSTANTIAL SHAREHOLDERS

As of March __, 1995, Xerox Variable Annuity Account One, a separate
account of Xerox Financial Services Life Insurance Company, One Tower Lane,
Oakbrook Terrace, Illinois 60181 ("Xerox Life"), was known to the Board of
Directors and the management of the Fund to own of record _____________ shares
representing _____% of the total shares issued and outstanding of the Growth
and Income Portfolio and Lord Abbett was known to own of record __________
shares representing ___% of the total shares issued and outstanding. As of
that same date, Xerox Variable Annuity Account One was known to own of record
___________ shares representing _____% of the total shares issued and
outstanding of the Global Equity Portfolio and Lord Abbett was known to own of
record __________ shares representing ____% of the total shares issued and
outstanding. As of that date, the officers and directors of the Fund together
owned no variable contracts.

OWNERSHIP BY CERTAIN BENEFICIAL OWNERS

Xerox Life has advised the Fund that as of March __, 1995, the following
persons own variable contracts which will entitle them to instruct Xerox Life
with respect to more than 5% of the voting securities:

<S> <C> <C> <C>
Name and Number of Shares Percentage
Portfolio Address Beneficially Owned of Class
- - - - --------- ------- ------------------ ----------
</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

As described under "Management" in the Prospectus, Lord Abbett is the
Fund's investment manager. The eight general partners of Lord Abbett, all of
whom are officers and/or directors of the Fund, are: Stephen I. Allen, Daniel
E. Carper, Kenneth B. Cutler, Robert S. Dow, Thomas S. Henderson, Ronald P.
Lynch, E. Wayne Nordberg and John J. Walsh. The address of each partner is
The General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203.
Lord Abbett and Xerox Life provided operating funds to the Fund through their
purchase of the initial shares of the Fund.

Lord Abbett acts as investment manager for fifteen other investment
companies comprising the Lord Abbett family of funds. The names of these
investment companies are: Affiliated Fund, Inc., Lord Abbett Bond-Debenture
Fund, Inc., Lord Abbett Developing Growth Fund, Inc., Lord Abbett Global Fund,
Inc., Lord Abbett U.S. Government Securities Fund, Inc., Lord Abbett Value
Appreciation Fund, Inc., Lord Abbett Tax-Free Income Fund, Inc., Lord Abbett
California Tax-Free Income Fund, Inc., Lord Abbett Tax-Free Income Trust, Lord
Abbett Fundamental Value Fund, Inc., Lord Abbett Equity Fund, Lord Abbett U.S.
Government Securities Money Market Fund, Inc., Lord Abbett Securities Trust,
Lord Abbett Investment Trust and Lord Abbett Research Fund, Inc.

The services to be provided by Lord Abbett are described under Management
in the Prospectus. Under the Management Agreement, the Fund on behalf of each
Portfolio is obligated to pay Lord Abbett a monthly fee, based on the average
daily net assets of a Portfolio for each month, at the annual rate of .50 of
1% with respect to the Growth and Income Portfolio and .75 of 1% with respect
to the Global Equity Portfolio. For the year ended December 31, 1992, Lord
Abbett waived $38,059 of its advisory fee with respect to the Growth and
Income Portfolio and waived all ($18,097) of its advisory fee with respect to
the Global Equity Portfolio. For the year ended December 31, 1993, Lord
Abbett was paid an advisory fee of $269,800 with respect to the Growth and
Income Portfolio and waived all ($17,699) of its advisory fee with respect to
the Global Equity Portfolio. For the year ended December 31, 1994, Lord
Abbett was paid an advisory fee of $__________ with respect to the Growth and
Income Portfolio and waived _________ with respect to the Global Equity
Portfolio.

Due to different investment objectives or other factors, a particular
security may be bought for one or more funds, portfolios or clients for which
Lord Abbett offers investment advice when one or more are selling the same
security. If opportunities for purchase or

<PAGE>
of securities by Lord Abbett for the Portfolios or for other funds, portfolios
or clients for which it renders investment advice arise for consideration at
or about the same time, transactions in such securities will be made insofar
as feasible for the respective funds, portfolios or clients in a manner deemed
equitable to all of them. To the extent that transactions on behalf of more
than one client of Lord Abbett may increase the demand for securities being
purchased or the supply of securities being sold, there may be an adverse
effect on price.

Deloitte & Touche LLP, Two World Financial Center, New York, New York
10281 are the independent auditors of the Fund and must be approved at least
annually by the Funds Board of Directors to continue in such capacity. They
perform audit services for the Fund including the examination of financial
statements included in the Funds annual report to shareholders.

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

Lord Abbett has entered into a Sub-Investment Management Agreement with
Dunedin Fund Managers Limited (the "Sub-Adviser"), under which the Sub-Adviser
provides Lord Abbett with advice with respect to that portion of the Global
Equity Portfolio's assets invested in countries other than the United States
as more particularly described in the Prospectus. Lord Abbett pays the
Sub-Adviser a monthly fee based on the average daily net assets of the Global
Equity Portfolio for each month equal, on an annual basis, to .375 of 1%.

The Sub-Adviser and its parent holding company, DFM Holdings Limited, are
located at Dunedin House, 25 Ravelston Terrace, Edinburgh EH4 3EX Scotland.
The Sub-Adviser and its predecessors date back 122 years to 1873. The
Sub-Adviser provides international investment research and advisory services
to private and institutional clients, investment trusts, pension clients and
unit trusts both in the United Kingdom and overseas. The Sub-Adviser
currently manages about $7 billion, and its investment and administrative
staffs have substantial global investment management experience.

Due to different investment objectives or other factors, a particular
security may be bought for one or more funds, portfolios or clients (for
which Lord Abbett or the Sub-Adviser or their affiliates offer investment
advice) when one or more are selling the same security. If opportunities for
purchase or sale of securities by Lord Abbett or the Sub-Adviser for the Fund
or for other funds, portfolios or clients for which they render investment
advice arise for consideration at or about the same time, transactions in such
securities will be made insofar as feasible for the respective funds,
portfolios or clients in

<PAGE>
manner deemed equitable to all of them. To the extent that transactions on
behalf of more than one client of Lord Abbett, the Sub-Adviser or their
affiliates may increase the demand for securities being purchased or the
supply of securities being sold, there may be an adverse effect on price.

Deloitte & Touche LLP, Two World Financial Plaza, New York, New York
10281 are the independent auditors of the Fund and must be approved at least
annually by the Fund's Board of Directors to continue in such capacity. They
perform audit services for the Fund including the examination of financial
statements included in the Fund's annual report to shareholders.

Morgan Guaranty Trust Company of New York ("Morgan"), 60 Wall Street, New
York, New York 10005, is the Fund's custodian. Rules adopted by the
Securities and Exchange Commission under the Investment Company Act of 1940,
as amended, permit the Fund to maintain the Global Equity Portfolio's foreign
securities and cash in the custody of certain eligible foreign banks and
securities depositories. Pursuant to these rules, the Global Equity
Portfolio's securities and cash, when invested in foreign securities and not
held by Morgan or foreign branches of a United States bank, are held by
Sub-Custodians of Morgan who will be approved by the Board of Directors of the
Fund in accordance with such rules.

The Sub-Custodians of Morgan are: Euro-Clear (a transnational securities
depository); Australia: ANZ Banking Group; Austria: Creditanstalt-Bankverein;
Canada: Canadian Imperial Bank of Commerce; Chile: Citibank, N.A.; Czech
Republic: Ceskoslovenska Obchodni Banka; Denmark: Den Danske Bank; Finland:
Union Bank of Finland; Germany: J.P. Morgan GmbH; Greece: National Bank of
Greece S.A.; Hong Kong, Indonesia, Philippines, Taiwan and Thailand: Hong Kong
& Shanghai Banking Corp.; Hungary: Citibank Budapest Rt; India: Hong Kong &
Shanghai Banking Corporation; Ireland: Allied Irish Banks, PLC; Isreal: Bank
Leumi LE - Isreal B.M.; Japan: The Fuji Bank, Ltd.; Jordan: Citibank, N.A.;
Korea: Bank of Seoul; Luxembourg: Banque Internationale A Luxembourg S.A.;
Mexico: Citibank, N.A.; Morocco: Banque Commerciale du Maroc; Netherlands:
Bank van Haften Labouchere; New Zealand: ANZ Banking Group Ltd.; Norway: Den
Norske Bank; Pakistan: Citibank, N.A.; Peru: Citibank, N.A.; Poland: Bank
Handlowy w Warszawie S.A.; Portugal, Banco Espirito Santo E Comercial de
Lisboa; Malaysia, Singapore: Development Bank of Singapore; South Africa: The
First National Bank of Southern Africa; Sri Lanka: Hong Kong and Shanghai
Banking Corporaton; Sweden: Skandinaviska Enskilda Banken; Switzerland: Bank
Leu: Turkey: Citibank, N.A.; Venezuela: Citibank, N.A..

PORTFOLIO TRANSACTIONS

The Fund's policy is to have purchases and sales of portfolio securities
executed at the most favorable prices, considering all costs of the
transaction including brokerage commissions and dealer markups and markdowns,
consistent with obtaining the best

<PAGE>
except to the extent that the Fund may pay a higher commission as described
below. This policy governs the selection of brokers or dealers and the market
in which the transaction is executed. Where a commission is payable, the Fund
attempts to negotiate with brokers qualified to provide best execution. To
the extent permitted by law, the Fund may, if considered advantageous, make a
purchase from or sale to another Lord Abbett-managed fund without the
intervention of any broker-dealer.

The Fund selects broker-dealers on the basis of their professional
capability and the value and quality of their brokerage and research services.
Normally, for domestic assets, the selection is made by the Fund's traders
who are officers of the Fund and also are employees of Lord Abbett. For
foreign assets, as in the case of the Global Equity Portfolio, the selection
is made by the Sub-Adviser. The Fund's traders do the trading as well for
other accounts - investment companies (of which they are also officers) and
other investment clients - managed by Lord Abbett. They are responsible for
the negotiation of prices and commissions.

In transactions on stock exchanges in the United States, commissions are
negotiated, whereas on many foreign stock exchanges commissions are fixed. In
the case of securities traded in the foreign markets, as in the case of the
Global Equity Portfolio, and domestic over-the-counter markets, there is
generally no stated commission, but the price usually includes an undisclosed
commission or markup. Purchases from underwriters of newly-issued securities
for inclusion in the Fund's portfolios usually will include a concession paid
to the underwriter by the issuer and purchases from dealers serving as market
makers will include the spread between the bid and asked prices. The Fund may
select a broker-dealer who may receive a commission for portfolio transactions
exceeding the amount another broker-dealer would have charged for the same
transaction if the Fund's traders determine that such amount of commission is
reasonable in relation to the value of the brokerage and research services
performed by the executing broker-dealer viewed in terms of either the
particular transaction or its overall responsibilities with respect to the
Fund and other accounts managed by Lord Abbett. Brokerage services may
include such factors as showing the Fund trading opportunities including
blocks, willingness and ability to take positions in securities, knowledge of
a particular security or market, proven ability to handle a particular type of
trade, confidential treatment, promptness and reliability. Research may
include the furnishing of analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the
performance of accounts. Such research may be used by Lord Abbett in
servicing all their accounts, and not all of such research will necessarily be
used by Lord Abbett in connection with their services to the Fund; conversely,
research furnished in connection with brokerage of other accounts managed by
Lord Abbett may be used in connection with their services to the Fund, and not
all of such research will necessarily be used by Lord Abbett in connection
with their services to such other accounts. The Fund has been advised by Lord
Abbett that, although such research is often useful, no dollar value can be
ascribed to it nor can it be accurately ascribed or allocated to any account
and it is not a substitute for services provided by them to the Fund; nor does
it materially reduce or otherwise affect the expenses incurred by Lord Abbett
in the performance of such services. The Fund makes

<PAGE>
commitments regarding the allocation of brokerage business to or among
broker-dealers.

If two or more broker-dealers are considered capable of offering the
equivalent likelihood of best execution, the broker-dealer who has sold the
Fund's shares through the sale of variable contracts may be preferred.

If other clients of Lord Abbett buy or sell the same security at the same
time as the Fund does, transactions will, to the extent practicable, be
allocated among all participating accounts in proportion to the amount of each
order and will be executed daily until filled so that each account shares the
average price and commission cost of each day.

The Fund will not seek "reciprocal" broker-dealer business (for the
purpose of applying commissions in whole or in part for the Fund's benefit or
otherwise) from broker-dealers as consideration for the direction to them of
portfolio business. However, the Fund may receive quotations and pricing
services without charge from broker-dealers selected on the basis of the
Fund's policy described above.

During the fiscal years ended December 31, 1994, 1993 and 1992, the total
dollar amounts of brokerage commissions paid by the Fund were $_____, $242,559
and $152,962 respectively.

NET ASSET VALUE OF FUND SHARES

Portfolio shares are sold and redeemed at a price equal to the share's
net asset value. Net asset value per share is determined as of the close of
the New York Stock Exchange on each day that the New York Stock Exchange is
open for business, which is Monday through Friday, except for New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day by dividing each Portfolio's total net
assets by the number of shares outstanding at the time of calculation. The
Portfolios will also calculate such price on each other day in which there is
a sufficient degree of trading in the Portfolio's securities such that the
current net asset value of the Portfolio's shares might be materially affected
by changes in the value of such Portfolio securities, but only if on any such
day the Portfolio is required to purchase or redeem shares. Total net assets
are determined by adding the total current value of Portfolio securities,
cash, receivables, and other assets and subtracting liabilities. Portfolio
shares will be sold and redeemed at the net asset value next determined after
receipt of the sales order or request for redemption.

VALUATION OF SECURITIES HELD IN EACH PORTFOLIO

Securities in the Fund's Portfolios are valued at their market value as
of the close of the New York Stock Exchange. Securities that are listed on a
securities exchange are valued at their closing sales price on the day of the
valuation. Price valuations for listed

<PAGE>
are based on market quotations where the security is primarily traded or, if
not available, are valued at the mean of the bid and asked prices on any
valuation date. Unlisted securities in a Portfolio are primarily valued based
on their latest quoted bid price or, if such a price is not available, are
valued by a method determined by the Directors to accurately reflect fair
value. Money market instruments maturing in 60 days or less are valued on the
basis of amortized cost, which means that they are valued at their acquisition
cost to reflect a constant amortization rate to maturity of any premium or
discount, rather than at current market value.

All assets and liabilities expressed in foreign currencies will be
converted into United States dollars at the mean between the buying and
selling rates of such currencies against United States dollars last quoted by
any major bank. If such quotations are not available, the rate of exchange
will be determined in accordance with policies established by the Board of
Directors of the Fund. The Board of Directors will monitor, on an ongoing
basis, the Fund's method of valuation.

Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed well before the close of
business on each business day in New York (i.e., a day on which the New York
Stock Exchange is open). In addition, European or Far Eastern securities
trading generally or in a particular country or countries may not take place
on all business days in New York. Furthermore, trading takes place in various
foreign markets on days which are not business days in New York and on which
the Fund's net asset value is not calculated. Such calculation does not take
place contemporaneously with the determination of the prices of the majority
of the portfolio securities used in such calculation. Events affecting the
values of portfolio securities that occur between the time their prices are
determined and the close of the New York Stock Exchange will not be reflected
in the Fund's calculation of net asset value unless the Fund's Directors
determine that the particular event would materially affect net asset value,
in which case an adjustment will be made.

DIVIDENDS AND DISTRIBUTIONS

It is the Fund's intention to distribute substantially all the net
investment income, if any, of each Portfolio. For dividend purposes, net
investment income of each Portfolio will consist of dividends and/or interest
earned by such Portfolio less the expenses of such Portfolio.

All net realized capital gains of the Fund, if any, are declared and
distributed annually to the shareholders of the Portfolio or Portfolios to
which such gains are attributable.

<PAGE>
8.

DISTRIBUTION ARRANGEMENTS

GENERAL

Lord Abbett serves as the distributor in connection with the offering of
the Fund's shares. Currently, only shares of the Growth and Income Portfolio
are offered for sale. In connection with the sale of its shares, the Fund has
authorized Lord Abbett to provide only such information and to make only such
statements and representations which are not materially misleading or which
are contained in Fund's then-current Prospectus or Statement of Additional
Information or shareholder reports in such financial and other statements
which are furnished to Lord Abbett by the Fund.

The Fund and Lord Abbett are parties to a Distribution Agreement that
continues in force until February 4, 1996. The Distribution Agreement may be
terminated by either party and will automatically terminate in the event of
its assignment. The Distribution Agreement may be renewed annually if
specifically approved by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund provided that any such renewal
shall be approved by the vote of a majority of the Directors who are not
parties to the Distribution Agreement and are not "interested persons" of the
Fund and have no direct or indirect financial interest in the operation of the
Distribution Agreement.

TAXES

The Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. Under such
provisions, the Fund will not be subject to Federal income tax on that part of
its net ordinary income and net realized capital gains which it distributes to
shareholders. Each Portfolio will be treated as a separate entity for Federal
income tax purposes and, therefore, the investments and results of the
Portfolios are determined separately for purposes of determining whether the
Fund qualifies as a regulated investment company and for purposes of
determining the Fund's net ordinary income (or loss) and net realized capital
gains (or losses). To qualify for treatment as a regulated investment
company, the Fund must, among other things, derive in each taxable year at
least 90% of its gross income from dividends, interest and gains from the sale
or other disposition of securities and certain other related income and derive
less than 30% of its gross income in each taxable year from the gains (without
deduction for losses) from the sale or other disposition of securities
(including, in certain circumstances, gains from options, futures, forward
contracts and foreign currencies) held for less than three months.

If the Global Equity Portfolio purchases shares in certain foreign
investment entities, called "passive foreign investment companies", that
Portfolio may be subject to United

<PAGE>
federal income tax on a portion of any "excess distribution" or gain from the
disposition of such shares, even if such income is distributed as a taxable
dividend by the Portfolio to its shareholders. Additional charges in the
nature of interest may be imposed on either the Portfolio or its shareholders
in respect of deferred taxes arising from such distributions or gains. If the
Portfolio were to invest in a passive foreign investment company with respect
to which the Portfolio elected to make a "qualified electing fund" election,
in lieu of the foregoing requirements, the Portfolio might be required to
include in income each year a portion of the ordinary earnings and net capital
gains of the qualified electing fund, even if such amount were not distributed
to the Portfolio.

10.

CALCULATION OF PERFORMANCE DATA

Each Portfolio's average annual compounded rate of return is determined
by reference to a hypothetical $1,000 investment that includes capital
appreciation and depreciation for the stated period, according to the
following formula:

n
P (1 + T) = ERV

where

P = hypothetical initial payment of $1000

T = average annual total return

n = number of years

ERV = ending redeemable value of the hypothetical $1000 purchase
at the end of the period.

Aggregate total return is calculated in a similar manner, except that the
results are not annualized. Each calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates
during the period.

The Portfolios yield quotation is based on a 30-day (or one month) period
ended on a date computed by dividing the net investment income per share
earned during the period by the net asset value per share on the last day of
the period, according to the following formula:

6
YIELD = 2 [ a - b + 1 ) - 1]
--------
cd

<PAGE>
a: dividends and interest earned during the period.
b: expenses accrued for the period (net of reimbursement).
c: the average daily number of shares outstanding during that
period that were entitled to receive dividends.
d: the net asset value per share on the last day of the period.

11.

FINANCIAL STATEMENTS

The financial statements for the fiscal year ended December 31, 1994 and
the opinion thereon of Deloitte & Touche LLP, independent auditors, included
in the 1994 Annual Report to Shareholders of the Lord Abbett Series Fund,
Inc., are incorporated herein by reference in reliance upon the authority of
Deloitte & Touche LLP as experts in auditing and accounting.

PART C

<PAGE>

<TABLE>

<S> <C> <C>
PART C OTHER INFORMATION

Item 24. Financial Statements and Exhibits
------------------------------------------------------------------------

(a) Financial Statements

The financial statements of the Fund for the fiscal year ended December
31, 1994 are included in the 1994 Annual Report to Shareholders and are
incorporated by reference in Part B hereof

(b)) Exhibits
(1) Articles of Incorporation of Registrant*
(2) By-Laws of Registrant**
(3) Not Applicable
(4) Not Applicable
(5) Management Agreement between Registrant and
Lord, Abbett & Co.***
(i) Sub-Investment Management Agreement#
(6) Form of Distribution Plan between Registrant and
Lord, Abbett & Co.##
(7) Not Applicable
(8) (i) Custody Agreement between Registrant and
Morgan Guaranty Trust Company of New York#
(ii) Form of Transfer Agency Agreement**
(9) Not Applicable
(10) Opinion and Consent of Counsel**
(11) Consent of Independent Auditors
(12) Not Applicable
(13) Form of Agreements Governing Contribution of Capital**
(14) Not Applicable
(15) Form of Distribution Agreement between Registrant
and Lord, Abbett & Co.##
(16) Not Applicable
(18) Annual Reports
(i) Growth and Income Portfolio
(ii) Global Equity Portfolio
(27) Financial Data Schedules (electronic filing only)
(i) Growth and Income Portfolio
(ii) Global Equity Portfolio
</TABLE>

<PAGE>

<TABLE>

<C> <S>
* Incorporated by reference to Registrant's initial registration on Form N-1A,
filed on September 15, 1989.
** Incorporated by reference to Registrant's Pre-Effective Amendment No. 1,
filed on November 17, 1989.
*** Incorporated by reference to Registrant's Post-Effective Amendment No. 1,
filed on April 2, 1990.
# Incorporated by reference to Registrant's Post-Effective Amendment No. 2,
filed on April 22, 1991.
## Incorporated by reference to Registrant's Post-Effective Amendment No. 6,
filed on April 28, 1994.
</TABLE>

<TABLE>

<S> <C>
Item 25. Persons Controlled by or Under Common Control with Registrant
--------------------------------------------------------------------------------------------

The shares of the Fund are currently sold only to Xerox Variable Annuity Account One
of Xerox Financial Services Life Insurance Company (the "Company").
The Company and Lord, Abbett & Co., (the Fund's Investment Manager) each made
initial capital contributions to the Fund and together own the majority of the outstanding
shares of the Fund.

Xerox Financial Services, Inc. ("XFS") and Xerox Credit Corp. ("XCC") currently own
73.55% and 26.45% of the Company, respectively. XFS, a Delaware corporation, is a
wholly-owned subsidiary of Xerox Corporation, a New York corporation. XCC, a
Delaware corporation, is a wholly-owned subsidiary of XFS. The Company's address
is One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

Lord, Abbett & Co. is a partnership located at The General Motors Building, 767 Fifth
Avenue, New York, New York 10153-0203. The

eight general partners of Lord, Abbett
& Co., all of whom are officers and/or directors of the Fund, are: Stephen I. Allen,
Daniel E. Carper, Kenneth B. Cutler, Robert S. Dow, Thomas S. Henderson, Ronald P.
Lynch, E. Wayne Nordberg and John J. Walsh.

Item 26. Number of Record Holders of Securities
--------------------------------------------------------------------------------------------

Xerox Financial Services Life Insurance Company and its separate account, Xerox
Variable Annuity Account One, and Lord, Abbett & Co. are the record shareholders of
the Fund.
</TABLE>

<S> <C>
Item 27. Indemnification
-----------------------------------------------------------------------------------------------------------------

Registrant is incorporated under the laws of the State of Maryland and is subject to
Section 2-418 of the Corporations and Associations Article of the Annotated Code of
the State of Maryland controlling the indemnification of directors and officers. Since
Registrant has its executive offices in the State of New York, and is qualified as a
foreign corporation doing business in such State, the persons covered by the foregoing
statute may also be entitled to and subject to the limitations of the indemnification
provisions of Sections 721-726 of the New York Business Corporation Law.

The general effect of these statutes is to protect officers, directors and employees of
Registrant against legal liability and expenses incurred by reason of their positions with
the Registrant. The statutes provide for indemnification for liability for proceedings not
brought on behalf of the corporation and for those brought on behalf of the corporation,
and in each case place conditions under which indemnification will be permitted,
including requirements that the officer, director or employee acted in good faith.
Under certain conditions, payment of expenses in advance of final disposition may .be permitted.
.
The By-Laws of Registrant, without limiting the authority of Registrant to indemnify any of its
officers, employees or agents to the extent consistent with applicable law, make the
indemnification of its directors mandatory subject only to the conditions and limitations
imposed by the above-mentioned Section 2-418 of Maryland Law and by the provisions of
Section 17(h) of the Investment Company Act of 1940 as interpreted and required to be
implemented by SEC Release No. IC-11330 of September 4, 1980.

In referring in its By-Laws to, and making indemnification of directors subject to the
conditions and limitations of, both Section 2-418 of the Maryland Law and Section 17(h) of
the Investment Company Act of 1940, Registrant intends that conditions and limitations
on the extent of the indemnification of directors imposed by the provisions of either
Section 2-418 or Section 17(h) shall apply and that any inconsistency between the two
will be resolved by applying the provisions of said Section 17(h) if the condition or
limitation imposed by Section 17(h) is the more stringent. In referring in its By-Laws to
SEC Release No. IC-11330 as the source for interpretation and implementation of said
Section 17(h), Registrant understands that it would be required under its By-Laws to
use reasonable and fair means in determining whether indemnification of a director
should be made and undertakes to use either (1) a final decision on the
merits by a court or other body before whom the proceeding was brought that
the person to be indemnified ("indemnitee") was not liable to Registrant or to its security
holders by reason of willful malfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office ("disabling conduct") or (2) in the absence
of such a decision, a reasonable determination, based upon a review of the facts, that the
indemnitee was not liable by reason of such disabling conduct, by (a) the vote of a majority
of a quorum of directors who are neither "interested persons" (as defined in the Investment
Company Act of 1940) of Registrant nor parties to the proceeding, or (b) an independent
legal counsel in a written opinion. Also, Registrant will make advances of attorneys' fees

or other expenses incurred by a director in his defense only if (in addition to his undertaking to repay
the advance if he is not ultimately entitled to indemnification) (1) the indemnitee provides
a security for his undertaking, (2) Registrant shall be insured against losses arising by reason of
any lawful advances, or (3) a majority of a quorum of the non-interested, non-party directors
of Registrant, or an independent legal counsel in a written opinion, shall determine, based on
a review of readily available facts, that there is reason to believe that the indemnitee ultimately
will be found entitled to indemnification.Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

</TABLE>

<S> <C>
In addition, Registrant maintains a directors' and officers' errors and omissions liability insurance policy
protecting directors and officers against liability for breach of duty, negligent act, error or omission
committed in their capacity as directors or officers. The policy contains certain exclusions, among
which is exclusion from coverage for active or deliberate dishonest or fraudulent acts and exclusion for
fines or penalties imposed by law or other matters deemed uninsurable.

Finally, the Registrant's Articles of Incorporation provide that to the fullest extent permitted by Maryland
statutory or decisional law, as amended from time to time, no director or officer of the Registrant shall
be personally liable to the Registrant or its stockholders for money damages, except to the extent such
exemption from liability or limitation thereof is not permitted by the Investment Company Act of 1940, as
amended from time to time. No amendment of these Articles or repeal of any of their provisions shall
limit or eliminate the benefits provided to directors and officers under this provision with respect to any
act or omission which occurred prior to such amendment or repeal.
Item 28. Business and Other Connections of Investment Adviser
------------------------------------------------------------------------------------------------------------

Lord, Abbett & Co. acts as investment adviser for seventeen other open-end investment companies (of
which it is the principal underwriter for fifteen such investment companies), and as investment adviser
to approximately 6000 private accounts. Other than acting as directors and/or officers of open-end
investment companies sponsored by Lord, Abbett & Co., none of Lord, Abbett & Co.'s partners has, in
the past two fiscal years, engaged in any other business, profession, vocation or employment of a
substantial nature for his own account or in the capacity of director, officer, employee, partner or trustee
of any entity except as follows:
John J. Walsh
Trustee
Brooklyn Hospital - Caledonian Hospital
Parkside Avenue and St. Pauls Place
Brooklyn, N.Y.
</TABLE>

<S> <C>
Item 29. Principal Underwriter
-------------------------------------------------------------------------

(a) Affiliated Fund, Inc.
Lord Abbett U.S. Government Securities Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Value Appreciation Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett California Tax-Free Income Fund, Inc.
Lord Abbett Tax-Free Income Trust
Lord Abbett Fundamental Value Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett Equity Fund
Lord Abbett U.S. Government Securities Money Market Fund, Inc.
Lord Abbett Securities Trust
Lord Abbett Investment Trust

Investment Advisor
-------------------------------------------------------------------------

American Skandia Trust
(Lord Abbett Growth and Income Portfolio)
America's Utility Fund, Inc.
Lord Abbett Research Fund, Inc.

(b) The partners of Lord, Abbett & Co. are:
</TABLE>

<TABLE>

<S> <C>
Name and Principal Positions and Offices
Business Address (1) with Registrant

Ronald P. Lynch Chairman and Director
Kenneth B. Cutler Vice President & Secretary
Stephen I. Allen Vice President
Daniel E. Carper Vice President
Robert S. Dow Vice President
Thomas S. Henderson Vice President
E. Wayne Nordberg Vice President
John J. Walsh Vice President
</TABLE>

<PAGE>
(1) Each of the above has a principal business address of 767 Fifth
Avenue, New York, NY 10153-0203

<TABLE>

<S> <C>
Item 30. Location of Accounts and Records
----------------------------------------------------------------------------------------------

Registrant maintains the records, required by Rules 31a-1(a) and (b), and 31a-2(a) at its main
office.

Lord, Abbett & Co. maintains the records required by Rules 31a-1(f) and 31a-2(e) at its main
office.

Certain records and correspondence may be physically maintained at the main office of the
Registrant's Transfer Agent, Custodian, or Shareholder Servicing Agent within the
requirements of Rule 31a-3.

Item 31. Management Services
----------------------------------------------------------------------------------------------

None

Item 32. Undertakings
----------------------------------------------------------------------------------------------

Registrant undertakes to furnish each person to whom a prospectus is delivered with a copy of
the Registrant's latest annual report to shareholders, upon request and without charge.
</TABLE>

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets the
requirements of Rule 485(b) of the Securities Act of 1933 for effectiveness of
this Registration Statement and has duly caused this Registration Statement
and/or any amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the _____ day of April, 1995.

<TABLE>

<S> <C>
LORD ABBETT SERIES FUND, INC.

By: /S/ RONALD P. LYNCH
---------------------------------------
Ronald P. Lynch, Chairman of the Board,
President and Director
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>

<S> <C> <C>
President, Chairman of
/s/ RONALD P. LYNCH the Board and Director 4/26/95
- - - - --------------------------- ------------------------ --------
Ronald P. Lynch (Title) (Date)

Vice President and
/s/ JOHN J. GARGANA, JR. Chief Financial Officer 4/26/95
- - - - --------------------------- ------------------------ --------
John J. Gargana, Jr. (Title) (Date)

/s/ E. THAYER BIGELOW Director 4/26/95
- - - - --------------------------- ------------------------ --------
E. Thayer Bigelow (Title) (Date)

/s/ STEWARD S. DIXON Director 4/26/95
- - - - --------------------------- ------------------------ --------
Steward S. Dixon (Title) (Date)

/s/ JOHN C. JANSING Director 4/26/95
- - - - --------------------------- ------------------------ --------
John C. Jansing (Title) (Date)

/s/ ALAN MACDONALD Director 4/26/95
- - - - --------------------------- ------------------------ --------
C. Alan MacDonald (Title) (Date)

/s/ HANSEL B. MILLICAN, JR. Director 4/26/95
- - - - --------------------------- ------------------------ --------
Hansel B. Millican, Jr. (Title) (Date)

/s/ THOMAS J. NEFF Director 4/26/95
- - - - --------------------------- ------------------------ --------
Thomas J. Neff (Title) (Date)
</TABLE>

<PAGE>
EXHIBITS

<PAGE>

INDEX TO EXHIBITS

<TABLE>

<S> <C> <C>
Exhibits Page
- - - - --------- ----

(11) Consent of Independent Auditors

(18) Annual Statements
(i) Growth and Income Portfolio
(ii) Global Equity Portfolio

(27) Financial Data Schedules (electronic filing only)
(i) Growth and Income Portfolio
(ii) Global Equity Portfolio
</TABLE>

<PAGE>
EXHIBIT (11)

CONSENT OF INDEPENDENT AUDITORS

<PAGE>
CONSENT OF INDEPENDENT AUDITORS

Lord Abbett Series Fund, Inc.:

We consent to the use in Post-Effective Amendment No. 7 to Registration
Statement No. 33-31072 of our report dated January 27, 1995 appearing in the
annual report to shareholders and to the reference to us under the captions
"Financial Highlights" and "Fund's Custodian, Transfer Agent, Auditors and
Counsel" in the Prospectus and "Investment Advisory and Other Services" and
"Financial Statements" in the Statement of Additional Information,
both of which are part of such Registration Statement.

/s/ DELOITTE & TOUCH LLP
New York, New York
<PAGE>
EXHIBIT (18)

ANNUAL STATEMENTS
(i) Growth and Income Portfolio
(ii) Global Equity Portfolio
<PAGE>
LORD ABBETT SERIES FUND, INC.

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Lord Abbett Series Fund, Inc.

We have audited the accompanying statements of net assets of the Growth and
Income Portfolio and the Global Equity Portfolio of Lord Abbett Series Fund,
Inc. as of December 31, 1994, the related statements of operations for the
year then ended, and of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the periods
presented. These financial statements and the financial highlights are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and the financial highlights based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1994 by correspondence with the custodian and
brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of the Growth and
Income Portfolio and the Global Equity Portfolio of Lord Abbett Series Fund,
Inc. at December 31, 1994, the results of their operations, the changes in
their net assets and the financial highlights for the above-stated periods in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP
New York, New York

January 27, 1995

<PAGE>
LORD ABBETT SERIES FUND - GROWTH AND INCOME PORTFOLIO
December 31, 1994

STATEMENT OF NET ASSETS
Market Value
Security Number of Shares (Note 1a)
- - - - ------------------------------------------------------------------------------
INVESTMENTS IN COMMON AND CONVERTIBLE-PREFERRED STOCKS 91.22%
- - - - ------------------------------------------------------------------------------
<TABLE>

<S> <C> <C>
Aerospace-3.52%
Boeing Co............................................. 40,000 $1,870,000
Lockheed Corp......................................... 15,000 1,089,375
Rockwell International Corp........................... 30,000 1,072,500
Total................................................. 4,031,875

Airlines-2.47%
British Airways plc ADR............................... 50,000 2,831,250

Auto Parts-1.89%
Snap-On, Inc.......................................... 65,000 2,161,250

Automobiles-.80%
Ford Motor Co. $4.20 Conv. Pfd........................ 10,000 920,000

Banks: Regional-2.10%
AmSouth Bancorporation................................ 40,000 1,030,000
George Mason Bankshares Inc........................... 35,000 625,625
KeyCorp............................................... 30,000 750,000
Total................................................. 2,405,625

Beverages-1.33%
Anheuser-Busch Companies, Inc......................... 30,000 1,526,250

Building Materials-1.17%
Crane Co.............................................. 50,000 1,343,750

Chemicals-3.84%
Dow Chemical Co....................................... 25,000 1,681,250
Hanna, M.A. Co........................................ 60,000 1,425,000
Lyondell Petrochernical Co............................ 50,000 1,293,750
Total................................................. 4,400,000

Containers-1.68%
Sonoco Products Co. $2.25 Conv. Pfd................... 40,000 1,920,000

Data Processing Equipment-3.46%
Hewlett-Packard Co.................................... 8,000 799,000
International Business Machines Corp.................. 20,000 1,470,000
Moore Corp. Ltd....................................... 90,000 1,698,750
Total................................................. 3,967,750

Data Processing Services-1.75%
General Motors Corp. $3.25 Conv. Pfd. (GME)........... 35,000 2,008,125

Drugs/Health Care Products-4.88%
Bristol-Myers Squibb Company.......................... 15,000 868,125
Merck & Co. Inc....................................... 70,000 2,668,750
SmithKline Beecham plc ADR............................ 60,000 2,055,000
Total................................................. 5,591,875
</TABLE>

<PAGE>
LORD ABBETT SERIES FUND - GROWTH AND INCOME PORTFOLIO
December 31, 1994

STATEMENT OF NET ASSETS
Market Value
Security Number of Shares (Note 1a)
- - - - ------------------------------------------------------------------------------
<TABLE>

<S> <C> <C>
Electric Power-5.51%
CINergy Corp........................................ 100,000 $2,337,500
Ohio Edison Co...................................... 50,000 925,000
Potomac Electric Power Co........................... 70,000 1,286,250
Public Service Co. of Colorado...................... 60,000 1,762,500
Total............................................... 6,311,250

Electronics: Communications-1.48%
Harris Corp......................................... 40,000 1,700,000

Electronics: Components-1.59%
AMP Incorporated.................................... 25,000 1,818,750

Electronics: Equipment-2.74%
Perkin-Elmer Corp................................... 60,000 1,537,500
Raytheon Company.................................... 25,000 1,596,875
Total............................................... 3,134,375

Financial: Miscellaneous-2.81%
American Express Company............................ 50,000 1,475,000
Transamerica Corp................................... 35,000 1,741,250
Total............................................... 3,216,250

Food-8.66%
Archer-Daniels-Midland Co........................... 60,000 1,237,500
ConAgra Inc. $1.6875 Conv. Pfd...................... 50,000 1,637,500
Dean Foods Co....................................... 50,000 1,450,000
General Mills Inc................................... 35,000 1,995,000
Sara Lee Corp....................................... 70,000 1,767,500
Supervalu Inc....................................... 75,000 1,837,500
Total............................................... 9,925,000

Health Care Products-.99%
Baxter International Inc............................ 40,000 1,130,000

Insurance-4.90%
American General Corporation........................ 40,000 1,130,000
Cigna Corp.......................................... 40,000 2,545,000
Lincoln National Corp............................... 30,000 1,050,000
St. Paul Companies Inc.............................. 20,000 895,000
Total............................................... 5,620,000

Machinery: Diversified-4.04%
Deere & Co.......................................... 30,000 1,987,500
Goulds Pumps, Inc................................... 80,000 1,730,000
Parker Hannifin Corp................................ 20,000 910,000
Total............................................... 4,627,500

Manufactured Housing-.65%
Fleetwood Enterprises, Inc.......................... 40,000 750,000

Metals: Miscellaneous-2.53%
Cyprus Amax Minerals $4.00 Conv. Pfd................ 30,000 1,758,750
Inco Ltd............................................ 40,000 1,145,000
Total............................................... 2,903,750
</TABLE>

<PAGE>
LORD ABBETT SERIES FUND - GROWTH AND INCOME PORTFOLIO
December 31, 1994

STATEMENT OF NET ASSETS
Market Value
Security Number of Shares (Note 1a)
- - - - ------------------------------------------------------------------------------
<TABLE>

<S> <C> <C>
Miscellaneous-3.20%
Minnesota Mining & Mfg. Co.......................... 40,000 $2,135,000
National Service Industries, Inc.................... 60,000 1,537,500
Total............................................... 3,672,500

Natural Gas Diversified-1.66%
Equitable Resources, Inc............................ 70,000 1,898,750

Oil: Domestic-1.51%
Unocal Corp. $3.50 Conv. Pfd t...................... 35,000 1,732,500

Oil: International-3.29%
Chevron Corp........................................ 30,000 1,338,750
Exxon Corp.......................................... 40,000 2,430,000
Total............................................... 3,768,750

Paper and Forest Products-1.97%
Boise Cascade Corp.................................. 30,000 802,500
Champion International Corp......................... 40,000 1,460,000
Total............................................... 2,262,500

Photographic-1.25%
Eastman Kodak Co.................................... 30,000 1,432,500

Printing and Publishing-4.07%
Donnelley, R.R. & Sons Co........................... 90,000 2,655,000
Dow Jones & Co., Inc................................ 65,000 2,015,000
Total............................................... 4,670,000

Retail-3.99%
Dayton Hudson Corp.................................. 10,000 707,500
Kmart Corporation................................... 50,000 650,000
Sears, Roebuck & Co................................. 70,000 3,220,000
Total............................................... 4,577,500

Savings and Loan-1.96%
Ahmanson, H.F. & Co................................. 70,000 1,128,750
Great Western Financial Corp........................ 70,000 1,120,000
Total............................................... 2,248,750

Tire and Rubber Goods-1.05%
Standard Products Co................................ 50,000 1,200,000

Waste Disposal-2.48%
Browning Ferris Industries Inc...................... 100,000 2,837,500
</TABLE>

<PAGE>
LORD ABBETT SERIES FUND - GROWTH AND INCOME PORTFOLIO
December 31, 1994

STATEMENT OF NET ASSETS
Market Value
Security Number of Shares (Note 1a)
- - - - ------------------------------------------------------------------------------
<TABLE>

<S> <C> <C>
TOTAL INVESTMENTS IN
COMMON AND CONVERTIBLE-PREFERRED STOCKS (COST $103,680,363) $104,545,875

OTHER ASSETS, LESS LIABILITIES-8.78%

OTHER ASSETS
CORPORATE OBLIGATIONS, AT COST

Federal National Mortgage Association
5.77% due 1/3/95........................................... 2,500M 2,495,192
5.91% due 1/12/95.......................................... 2,050M 2,041,923
General Electric Capital Corp.
4.25% due 1/5/95........................................... 2,500M 2,500,000
Prudential Funding Corp.
5.25% due 1/4/95........................................... 1,900M 1,900,000
Total...................................................... 8,937,115

Cash on deposit............................................ 589,553

Receivable for
Dividends............................................. 461,095
Capital stock sold.................................... 158,187
Interest.............................................. 9,803

TOTAL OTHER ASSETS......................................... 10,155,753

LIABILITIES
Accrued Expenses........................................... 93,989

TOTAL OTHER ASSETS, LESS LIABILITIES 10,061,764

NET ASSETS 100.00%
(equivalent to $12.71 a share on 9,017,934 shares of $.001
par value capital stock outstanding; authorized,
50,000,000 shares) $114,607,639
</TABLE>

* Restricted security under Rule 144A
See Notes to Financial Statements.

<PAGE>
GROWTH AND INCOME PORTFOLIO

STATEMENT OF OPERATIONS

For the Year Ended December 31, 1994

<TABLE>

<S> <C> <C>
INVESTMENT INCOME
Income:
Dividends $ 3,213,660
Interest 355,313

- - - - ----------------------------------------------------- -------------- ------------
Total income $ 3,568,973
Expenses:
Management fee (Note 5) 518,190
Audit and tax 35,500
Legal 21,388
Registration 6,500
Organization (Note 1e) 3,300
Pricing 1,225
Shareholder servicing 1,225
Other 3,322
Total expenses 590,650

- - - - ----------------------------------------------------- -------------- ------------
Net investment income 2,978,323
Realized and Unrealized Gain (Loss) on Investments
(Note 4)
Realized gain from security transactions
(excluding short-term securities):
Proceeds from sales 63,563,234
Cost of securities sold 59,640,124

- - - - ----------------------------------------------------- -------------- ------------
Net realized gain 3,923,110

- - - - ----------------------------------------------------- -------------- ------------
Unrealized appreciation(depreciation)of investments:
Beginning of year 4,905,953
End of year 865,512

- - - - ----------------------------------------------------- -------------- ------------
Net unrealized depreciation (4,040,441)

- - - - ----------------------------------------------------- -------------- ------------
Net realized and unrealized loss on investments (117,331)

- - - - ----------------------------------------------------- -------------- ------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 2,860,992

- - - - ----------------------------------------------------- -------------- ------------
</TABLE>

See Notes to Financial Statements.

<PAGE>
GROWTH AND INCOME PORTFOLIO

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>

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

INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income $ 2,978,323 $ 1,593,418
Net realized gain from security transactions 3,923,110 3,820,342
Net unrealized appreciation (depreciation) of
investments (4,040,441) 2,292,234

- - - - -------------------------------------------------------- ---------------- ---------------
Net increase in net assets resulting from
operations 2,860,992 7,705,994

- - - - -------------------------------------------------------- ---------------- ---------------
Undistributed net investment income included in price
of shares sold and reacquired (Note 1d) 1,371,924 1,692,037

- - - - -------------------------------------------------------- ---------------- ---------------
Distributions to shareholders from (Note 2)
Net investment income (2,794,800) (1,571,797)
Net realized gain from security transactions (4,022,817) (3,900,387)

- - - - -------------------------------------------------------- ---------------- ---------------
Total distributions (6,817,617) (5,472,184)

- - - - -------------------------------------------------------- ---------------- ---------------
Capital share transactions
Net proceeds from sales of 2,524,309 and 2,913,177
shares, respectively 31,847,505 37,024,250
Net asset value of 536,398 and 415,189 shares
issued to shareholders in reinvestment of net
investment income and realized gain from
security transactions 6,817,617 5,472,184

- - - - -------------------------------------------------------- ---------------- ---------------
Total 38,665,122 42,496,434
Cost of 294,061 and 118,242 shares reacquired,
respectively (3,691,518) (1,510,193)

- - - - -------------------------------------------------------- ---------------- ---------------
Increase in net assets derived from capital share
transactions
(net increase of 2,766,646 and 3,210,124 shares,
respectively) 34,973,604 40,986,241

- - - - -------------------------------------------------------- ---------------- ---------------
Increase in net assets 32,388,903 44,912,088
NET ASSETS
Beginning of year 82,218,736 37,306,648

- - - - -------------------------------------------------------- ---------------- ---------------
End of year (including undistributed net investment
income of $4,409,150 and $1,713,658,respectively) $ 114,607,639 $ 82,218,736

- - - - -------------------------------------------------------- ---------------- ---------------
</TABLE>

See Notes to Financial Statements.

<PAGE>
GROWTH AND INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS
<TABLE>

PER SHARE OPERATING PERFORMANCE: 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR $ 13.15 $ 12.27 $ 11.61 $ 9.93 $ 10.07
INCOME FROM INVESTMENT OPERATIONS
Net investment income .41 .34 .45* .50* .41*
Net realized and unrealized gain
(loss) on investments (.045) 1.48 1.3575 2.18 (.19)
TOTAL FROM INVESTMENT OPERATIONS .365 1.82 1.8075 2.68 .22

- - - - ------------------------------------------ ----------- --------- --------- --------- ---------
DISTRIBUTIONS
Dividends from net investment income (.33) (.27) (.32) (.35) (.29)
Distributions from net realized gain (.475) (.67) (.8275) (.65) (.07)

NET ASSET VALUE, END OF YEAR $ 12.71 $ 13.15 $ 12.27 $ 11.61 $ 9.93

TOTAL RETURN 2.76% 14.80% 15.62% 27.00% 2.18%

RATIOS/SUPPLEMENTAL DATA:

- - - - ------------------------------------------ ----------- --------- --------- --------- ---------
Net assets, end of year (000) $ 114,608 $ 82,219 $ 37,307 $ 18,297 $ 10,754

- - - - ------------------------------------------ ----------- --------- --------- --------- ---------
RATIOS TO AVERAGE NET ASSETS:
Expenses, including waiver .59% .57% .51% .13% .46%
Expenses, excluding waiver .59% .57% .65% .72% .91%
Net investment income 2.97% 2.76% 3.38% 4.20% 4.38%

- - - - ------------------------------------------ ----------- --------- --------- --------- ---------

PORTFOLIO TURNOVER RATE 68.94% 78.26% 107.30% 70.82% 49.06%

- - - - ------------------------------------------ ----------- --------- --------- --------- ---------
</TABLE>

* Net of management fee waiver.
See Notes to Financial Statements.

<PAGE>
GROWTH AND INCOME PORTFOLIO

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated under Maryland law on August 28, 1989 and is
registered under the Investment Company Act of 1940 as a diversified, open-end
management investment company. The Company currently consists of two active
Series. The Growth and Income Portfolio (the "Company") commenced operations
on December 11, 1989. Shares of the Company are currently issued and redeemed
only in connection with investment in, and payments under, certain variable
annuity contracts issued by Xerox Financial Services Life Insurance Company
("Xerox") and its affiliated insurance companies. The following is a summary
of significant accounting policies consistently followed by the Company. The
policies are in conformity with generally accepted accounting principles.

(A) Market value is determined as follows: Securities listed or admitted to
trading privileges on any national securities exchange are valued at the last
sales price on the principal securities exchange on which such securities are
traded, or, if there is no sale, at the mean between the last bid and asked
prices on such exchange. Securities traded in the over-the-counter market are
valued at the mean between the last bid and asked prices in such market,
except that securities admitted to trading on the NASDAQ National Market
System are valued at the last sales price if it is determined that such price
more accurately reflects the value of such securities. Securities for which
market quotations are not available are valued at fair value under procedures
approved by the Board of Directors. Short-term securities are carried at cost
which approximates market.

(B) It is the policy of the Company to meet the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income in taxable distributions. Therefore, no federal
income tax provision is required.

(C) Security transactions are accounted for on the date that the securities
are purchased or sold (trade date). Dividend income and distributions to
shareholders are recorded on the ex-dividend date. Interest income is recorded
on the accrual basis.

(D) A portion of proceeds from sales and costs of repurchases of capital
shares, equivalent to the amount of distributable net investment income on the
date of the transaction, is credited or charged to undistributed income.
Undistributed net investment income per share thus is unaffected by sales or
repurchases of shares.

(E) The organization expenses of the Company were amortized evenly over a
period of five years.

2. DISTRIBUTIONS
Net realized gain from security transactions, if any, is declared in December
and distributed to shareholders in the succeeding year. Accumulated
distributions in excess of net realized capital gain at December 31, 1994 for
financial reporting purposes, which is substantially the same as for federal
income tax purposes, aggregated $187,331. The excess distribution will be
utilized in determining the realized capital gain distribution in 1995.

Income and capital gains distributions are determined in accordance with
income tax regulations which may differ from methods used to determine the
corresponding income and capital gains amounts in accordance with generally
accepted accounting principles.

3. CAPITAL PAID IN
At December 31, 1994, capital paid in aggregated $109,520,308.

4. PURCHASES AND SALES OF SECURITIES
Purchases and sales of investment securities (other than short-term
investments) aggregated $92,467,192 and $63,563,234, respectively. Security
gains and losses are computed on the identified cost basis.

As of December 31, 1994, unrealized appreciation for federal income tax
purposes for the Company aggregated $865,512 of which $5,297,515 related to
appreciated securities and $4,432,003 related to depreciated securities. For
federal income tax purposes, the identified cost of investments owned at
December 31, 1994 was substantially the same as the cost for financial
reporting purposes.

5. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Lord, Abbett & Co. received a management fee of $518,190 for which it provided
the Company with investment management services and executive and other
personnel, paid the remuneration of officers, provided of fine space and paid
for ordinary and necessary office and clerical expenses relating to research
and statistical work. The management fee paid to Lord, Abbett & Co. is based
on average daily net assets at the rate of 1/2 of 1% per annum. Certain of the
Company's officers and Directors have an interest in Lord, Abbett & Co.

The Company adopted a Rule 12b-1 Plan on April 20, 1994 which permits the
Company to make payments to Lord, Abbett & Co. for remittance to a Life
Insurance Company at the annual rate of .15% of the average daily net asset
value of shares of the Company attributable to such Life Insurance Company's
variable contract owners. No payments were made under the Plan during the
period ended December 31, 1994 to reimburse such Company for distribution
expenses.

6. DIRECTORS' REMUNERATION
The Directors of the Company associated with Lord, Abbett & Co. and all
officers of the Company receive no compensation from the Company for acting as
such. Outside Directors' fees, including attendance fees for board and
committee meetings, and outside Directors' retirement costs, are allocated
among all funds in the Lord Abbett group based on net assets of each fund. The
direct remuneration accrued during the period for outside Directors of the
Company as a group was $1,250 (exclusive of expenses), which has been deemed
invested in shares of the Company under a deferred compensation plan
contemplating future payment of the value of those shares. As of December 31,
1994, the aggregate amount in Directors' accounts maintained under the plan
was $2,150. Retirement costs accrued during the year ended December 31, 1994
amounted to $920.
LORD ABBETT SERIES FUND, INC.

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Lord Abbett Series Fund, Inc.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1994 by correspondence with the custodian and
brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting
principles used and significant estimates made by management, as wed as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in an material respects, the financial position of the Growth and
Income Portfolio and the Global Equity Portfolio of Lord Abbett Series Fund,
Inc. at December 31, 1994, the results of their operations, the changes in
their net assets and the financial highlights for the above-stated periods in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP
New York, New York

January 27, 1995

<PAGE>
LORD ABBETT SERIES FUND - GLOBAL EQUITY PORTFOLIO
December 31, 1994

STATEMENT OF NET ASSETS
<TABLE>

<S> <C> <C>
Market Value
Security Number of (Notes 1a
Shares & 1b)
INVESTMENTS IN COMMON STOCKS AND WARRANTS 93.98%

FOREIGN 77.41%

Australia - 4.11%
Amcor............................................. 4,000 $ 28,904
Australian Gas Light Co........................... 8,000 26,984
Australian National Industries.................... 28,000 31,248
National Australia Bank........................... 3,000 24,051
News Corp......................................... 4,000 15,660
News Corp. Preference............................. 2,000 6.900
Total............................................. 133,747

France - 6.52%
AXA............................................... 575 26,655
Christian Dior.................................... 355 27,738
Christian Dior Warrants........................... 355 2,927
Elf-Aquitaine..................................... 340 23,947
Lafarge Coppee.................................... 407 28,979
Naf Naf........................................... 787 30,967
Naf Naf Warrants.................................. 87 192
Saint Gobain...................................... 338 38,885
Societe Generale.................................. 300 31,534
Total............................................. 211,824

Germany - 4.75%
BASF.............................................. 120 24,744
Bayer............................................. 110 25,770
Mannesmann........................................ 140 38,128
Preussag.......................................... 130 37,754
Veba.............................................. 80 27,880
Total............................................. 154,276

Italy - 2.52%
Italcementi....................................... 5,330 37,438
Italcementi Warrants.............................. 1,230 349
Montedisont....................................... 58,500 44,109
Total............................................. 81,896

Japan - 31.13%
Canon Inc......................................... 3,000 50,913
Honda............................................. 3,000 53,325
Jusco............................................. 3,000 66,882
Kamigumi Co....................................... 5,000 53,225
Kurimoto Iron..................................... 4,000 43,384
Kyocera........................................... 1,000 74,212
Mitsubishi Heavy Industry......................... 7,000 53,424
Nippon Meat Packers............................... 2,300 30,256
Nippondenso....................................... 2,000 42,178
Nomura Securities................................. 2,000 41,574
Sansei Yusoki Co., Ltd............................ 4,000 66,280
Shikoku Electric Power............................ 1,600 38,080
Shin-Etsu Chemical................................ 3,000 59,652
Sho Bond Construction............................. 1,300 33,943
Sony Corp......................................... 1,000 56,738
Sumitomo Electric Industries...................... 3,000 42,780
Toray Industries.................................. 9,000 65,529
Toshiba Corp...................................... 8,000 58,088
Toshiba Engineering & Construction................ 3,000 28,923
77th Bank Ltd..................................... 5,000 52,720
Total............................................. 1,012,106

Malaysia - 1.74%
Alcom............................................. 15,000 19,860
Southern Bank..................................... 18,750 34,219
Southern Bank Nil Paid Rights..................... 4,500 2,610
Total............................................. 56,689

Mexico - 1.47%
Grupo Industrial Durango SA De CV ADS*............ 1,000 14,125
Grupo lusacell Series D ADS*...................... 500 8,000
Grupo lusacell Series L ADR*...................... 500 9,312
Telefonos de Mexico............................... 400 16,400
Total............................................. 47,837

Netherlands - 3.19%
Hunter Douglas.................................... 730 32,914
Philips Electronics............................... 830 24,598
Ver Ned Uitger Ver Bezit.......................... 445 46,235
Total............................................. 103,747

Singapore - 1.80%
United Overseas Bank.............................. 5,548 58,598

Spain - 2.24%
Banco Santander................................... 440 16,853
Compania Telefonica Nacional...................... 1,700 20,091
Europistas........................................ 1,995 16,451
Repsol............................................ 710 19,264
Total............................................. 72,659

Sweden - 1.08%
Atlas Copco....................................... 2,750 35,189

Switzerland - 1.65%
Ciba Geigy........................................ 25 14,921
Ciba Geigy Warrants............................... 5 16
Roche Holdings.................................... 8 38,728
Total............................................. 53,665

United Kingdom - 14.43%
Barclays.......................................... 3,500 33,432
BPB Industries.................................... 6,000 27,696
British Petroleum................................. 7,500 49,935
British Telecom................................... 7,000 41,349
BTR............................................... 6,123 28,117
BTR Warrants 1998................................. 184 93
Bunzl............................................. 10,000 26,990
Cookson........................................... 7,500 26,872
Grand Metropolitan................................ 4,600 29,293
Greenalls Group................................... 4,000 26,912
Guardian Royal Exchange........................... 8,000 20,840
Mirror Group Newspapers........................... 10,000 20,180
North West Water.................................. 2,000 16,962
Peninsular and Oriental Steam Navigation Company.. 3,191 30,458
Siebe............................................. 2,600 22,680
SmithKline Beecham................................ 4,000 28,384
Tesco............................................. 10,000 38.960
Total............................................ 469,153

Venezuela - .78%
Banque Indosuez Warrants**........................................ 4,000 187
Venprecar C.A. ADR**.............................. 4,000 25,000
Total............................................. 25,187

TOTAL INVESTMENTS IN
FOREIGN SECURITIES (COST $2,174,581) 2,516,573

UNITED STATES 16.57%

Anheuser-Busch Companies, Inc..................... 1,000 50,875
Dayton Hudson Corp................................ 300 21,225
Equitable Resources, Inc.......................... 2,000 54,250
Freeport-McMoRan Copper & Gold Inc................ 5,000 98,125
Fruit Of The Loom*................................ 1,000 27,000
International Paper Co............................ 1,000 75,375
National City Corp................................ 2,000 51,750
Standard Products Co.............................. 2,500 60,000
Thomas & Betts Corp............................... 1,000 67,125
TRW Inc........................................... 500 33,000

TOTAL INVESTMENTS IN UNITED STATES
SECURITIES (COST $532,167) 538,725

TOTAL INVESTMENTS IN COMMON STOCKS AND
WARRANTS (COST $2,706,748) 3,055,298
</TABLE>

<PAGE>
LORD ABBETT SERIES FUND - GLOBAL EQUITY PORTFOLIO
December 31, 1994

STATEMENT OF NET ASSETS
<TABLE>

<S> <C> <C>
Principal Market Value
Amount (Note 1a)

OTHER ASSETS, LESS LIABILITIES - 6.02%

OTHER ASSETS
CORPORATE OBLIGATION, AT COST

General Electric Capital Corp.
Yielding 5.51% due 1/16/95............................ $ 125M $ 125,000

Cash on deposit....................................... 79,333
Receivable for
Foreign Currency Contracts....................... 500,000
Dividends........................................ 10,030
Interest......................................... 38
Deferred organization expenses........................ 312

TOTAL OTHER ASSETS.................................... 714,713

LIABILITIES
Payable for
Foreign Currency Contracts....................... 502,757
Accrued Expenses................................. 13,846
Capital Stock Reacquire.......................... 2,486

Total liabilities..................................... 519,089

TOTAL OTHER ASSETS, LESS LIABILITIES.................. 195,624

NET ASSETS 100.00%
(equivalent to $11.22 a share on 289,826 shares of
.001 par value capital stock outstanding; authorized,
50,000,000 shares) $ 3,250,922
</TABLE>

* Non-income producing.
** Restricted security under Rule 144A.
See Notes to Financial Statements.

<PAGE>
GLOBAL EQUITY PORTFOLIO

STATEMENT OF OPERATIONS

For the Year Ended December 31, 1994
<TABLE>

<S> <C> <C>
INVESTMENT INCOME
Income:
Dividends $ 69,111
Interest 15,520
Foreign taxes withheld (8,653)

- - - - ----------------------------------------------------------- ------------ ---------
Total income $ 75,978
Expenses:
Management fee (Note 5) 17,889
Pricing 10,100
Custodian 9,850
Audit and tax 7,750
Organization 1,140
Legal 685
Management fee waived and expenses assumed by
Lord, Abbett & Co. (Note 5) (44,129)

- - - - ----------------------------------------------------------- ------------ ---------
Net expenses 3,285

- - - - ----------------------------------------------------------- ------------ ---------
Net investment income 72,693
REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND
FOREIGN CURRENCY TRANSACTIONS (NOTE 4)
Realized gain from security transactions
(excluding short-term securities): 1,714,275
Proceeds from sales
Cost of securities sold 1,355,144

- - - - ----------------------------------------------------------- ------------ ---------
Net realized gain on securities sold 359,131
Realized loss from foreign currency transactions (32,616)

- - - - ----------------------------------------------------------- ------------ ---------
Net realized gain from securities
and foreign currency transactions 326,515

- - - - ----------------------------------------------------------- ------------ ---------
Unrealized appreciation (depreciation) of investments
and foreign currency holdings
Beginning of year 667,679
End of year 345,793
Net unrealized depreciation of investments
and foreign currency holdings (321,886)

- - - - ----------------------------------------------------------- ------------ ---------
Net realized and unrealized gain on investments
and foreign currency transactions 4,629

- - - - ----------------------------------------------------------- ------------ ---------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 77,322

- - - - ----------------------------------------------------------- ------------ ---------
</TABLE>

See Notes to Financial Statements.

<PAGE>
GLOBAL EQUITY PORTFOLIO

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>

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

------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income $ 72,693 $ 79,674
Net realized gain from security transactions and
foreign currency holdings 326,515 84,460
Net unrealized appreciation (depreciation) of
investments and foreign currency holdings (321,886) 668,597

- - - - ------------------------------------------------------- ------------- ---------------
Net increase in net assets resulting
from operations 77,322 832,731

- - - - ------------------------------------------------------- ------------- ---------------
Undistributed net investment income included in
price of shares sold and reacquired (Note 1e) (11,166) (10,620)

- - - - ------------------------------------------------------- ------------- ---------------
Distributions to shareholders from (Note 2)
Net investment income (73,774) (93,065)
Net realized gain from security transactions (326,261) (23,993)
Total distributions (400,035) (117,058)

- - - - ------------------------------------------------------- ------------- ---------------
Capital share transactions
Net proceeds from sales of 10,522 and 21,889
shares, respectively 134,118 256,016
Net asset value of 35,654 and 9,305 shares issued
to shareholders in reinvestment of net investment
income and realized gain from security transactions 400,035 117,058

- - - - ------------------------------------------------------- ------------- ---------------
Total 534,153 373,074
Cost of 56,482 and 59,111 shares reacquired,
respectively (724,448) (665,033)

- - - - ------------------------------------------------------- ------------- ---------------
Decrease in net assets derived from capital share
transactions (net decrease of 10,306 and 27,917
shares, respectively) (190,295) (291,959)

- - - - ------------------------------------------------------- ------------- ---------------
Increase (decrease) in net assets (524,174) 413,094
NET ASSETS
Beginning of year 3,775,096 3,362,002

- - - - ------------------------------------------------------- ------------- ---------------
End of year (including over distributed net
investment income of $1,551 and $26,204,
respectively) $ 3,250,922 $ 3,775,096

- - - - ------------------------------------------------------- ------------- ---------------
</TABLE>

* See Notes to Financial Statements.

<PAGE>
GLOBAL EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS
<TABLE>

April 9, 1990
Commencement)
Year Ended Dec. 31, of Operations)
PER SHARE OPERATING PERFORMANCE: 1994 1993 1992 1991 to Dec. 31. 1990
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD $ 12.58 $ 10.25 $ 10.75 $ 9.73 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income* .27 .26 .29 .28 .24
Net realized and unrealized gain
(loss) on investments (.0575) 2.4725 (.4575) 1.03 (.35)
TOTAL FROM INVESTMENT OPERATIONS .2125 2.7325 (.1675) 1.31 (.11)

- - - - ----------------------------------- ----------- ---------- ---------- ----------- ------------------
DISTRIBUTIONS
Dividends from net investment
income (.29) (.32) (.24) (.22) (.16)
Distributions from net realized
gain (1.2825) (.0825) (.0925) (.07) ------

- - - - ----------------------------------- ----------- ---------- ---------- ----------- ------------------
NET ASSET VALUE, END OF PERIOD $ 11.22 $ 12.58 $ 10.25 $ 10.75 $ 9.73

- - - - ----------------------------------- ----------- ---------- ---------- ----------- ------------------
TOTAL RETURN 1.69% 26.67% (1.54)% 13.48% (1.10)%*

- - - - ----------------------------------- ----------- ---------- ---------- ----------- ------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) $ 3,251 $ 3,775 $ 3,362 $ 4,407 $ 2,683

- - - - ----------------------------------- ----------- ---------- ---------- ----------- ------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses, including waiver .09% .09% .10% .10% .21%*
Expenses, excluding waiver 1.33% 1.62% 1.39% 2.15% 2.49%*
Net investment income 2.04% 2.24% 2.72% 2.69% 2.40%*

- - - - ----------------------------------- ----------- ---------- ---------- ----------- ------------------
PORTFOLIO TURNOVER RATE 50.63% 131.51% 128.59% 60.84% 25.59%
</TABLE>

* Net of management fee waiver.
** Not annualized.
See Notes to Financial Statements.

<PAGE>
GLOBAL EQUITY PORTFOLIO

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated under Maryland law on August 28, 1989 and is
registered under the Investment Company Act of 1940 as a diversified, open-end
management investment company. The Company currently consists of two active
Series. The Global Equity Portfolio (the "Company") commenced operations on
April 9, 1990. Shares of the Company are currently issued and redeemed only in
connection with investment in, and payments under, certain variable annuity
contracts issued by Xerox Financial Services Life Insurance Company ("Xerox")
and its affiliated insurance companies. Shares of the Company are no longer
offered for sale. The following is a summary of significant accounting
policies consistently followed by the Company. The policies are in conformity
with generally accepted accounting principles.

(E) The organization expenses of the Company are amortized evenly over a
period of five years. If any of the 20,000 initial shares of the Company
issued to Lord, Abbett & Co. and Xerox are redeemed during the amortization
period, the proceeds of any such redemption will be reduced by the
proportionate amount of the unamortized organization expenses which the number
of shares redeemed bears to the number of shares then outstanding.
(F) The Company enters into forward currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings. A forward contract is a commitment to purchase or sell a
foreign currency at a future date (usually the security transaction settlement
date) at a negotiated forward rate. The contracts are valued daily at current
exchange rates and any unrealized gain or loss is included in net unrealized
appreciation or depreciation of investments and foreign currency holdings. The
gain or loss, if any, arising from the difference between the settlement value
of the forward contract and the closing of such contract, is included in net
realized gain or loss from security and foreign currency transactions. Risks
may arise due to changes in the value of the foreign currency and as a result
of the potential inability of the counter parties to meet the terms of their
contracts.

(G) Foreign Currency Translation Effective January 1, 1994, the Fund adopted
Statement of Position (SOP) 93-4: Foreign Currency Accounting and Financial
Statement Presentation for Investment Companies. In accordance with this SOP,
reported net realized gains and losses from foreign currency transactions
represent net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and the
U.S. dollar amount actually received. Further, as permitted under the SOP, the
effects of changes in foreign currency exchange rates on investments in
securities are not segregated in the Statement of Operations from the effects
of changes in market prices of those securities.

2. DISTRIBUTIONS
Net realized gain from security transactions, if any, is declared in December
and distributed to shareholders in the succeeding year. Undistributed net
realized capital gain at December 31, 1994 for financial reporting purposes,
which is substantially the same as for federal income tax purposes, aggregated
$28,265.

3. CAPITAL PAID IN
At December 31, 1994, capital paid in aggregated $2,878,415.

4. PURCHASES AND SALES OF SECURITIES
Purchases and sales of investment securities (other than short-term
investments and foreign currency transactions) aggregated $1,590,924 and
$1,714,275, respectively. Security gains and losses, if any, are computed on
the identified cost basis.

As of December 31, 1994, unrealized appreciation on investment securities for
federal income tax purposes aggregated $348,550 of which $469,910 related to
appreciated securities and $121,360 related to depreciated securities. For
federal income tax purposes, the identified cost of investments owned at
December 31, 1994 was substantially the same as the cost for financial
reporting purposes.December 31, 1994, the Global Equity Portfolio had
outstanding forward currency contracts to sell foreign currencies as follows:

<TABLE>

Value at
Foreign Currency Settlement Date Current
Sell Receivable Value (Depreciation)
<S> <C> <C> <C>
DEUTSCHE MARKS,
expiring 3/7/95 $ 100,000 $101,657 $ (1,657)

JAPANESE YEN,
expiring 11/16/95 400,000 401,100 (1,100)

$ 500,000 $502,757 $ (2.757)
</TABLE>

5. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Lord, Abbett & Co. provided the Company with investment management services
and executive and other personnel, paid the remuneration of officers, provided
office space and paid for ordinary and necessary office and clerical expenses
relating to research and statistical work. Lord Abbett has entered into a
subadvisory agreement with Dunedin Fund Managers Ltd. ("Dunedin"); Dunedin
furnishes investment advisory services in connection with the management of
the Company. Lord Abbett pays for the cost of Dunedin's services. For the year
ended December 31, 1994, Lord, Abbett & Co. waived the Company's management
fee of $17,889. The management fee paid to Lord, Abbett & Co. is based on
average daily net assets at the rate of 3/4 of 1 % per annum. Lord, Abbett &
Co. has subsidized the Company for $26,240 for the year ended December 31,
1994. Certain of the Company's officers and Directors have an interest in
Lord, Abbett & Co.

<PAGE>

EXHIBIT (27)
FINANCIAL DATA SCHEDULES
(i) Growth and Income Portfolio
(ii) Global Equity Portfolio
<PAGE>

[ARTICLE] 6
[LEGEND]
This Schedule contains Summary Financial Information extracted from the Annual
Report and is qualified in its entirety by reference to such Annual Report.
[/LEGEND]
[SERIES]
[NUMBER] 01
[NAME] GROWTH AND INCOME PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 103,680,363
[INVESTMENTS-AT-VALUE] 104,545,875
[RECEIVABLES] 629,085
[ASSETS-OTHER] 8,937,115
[OTHER-ITEMS-ASSETS] 589,553
[TOTAL-ASSETS] 114,701,628
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 93,989
[TOTAL-LIABILITIES] 93,989
[SENIOR-EQUITY] 9,018
[PAID-IN-CAPITAL-COMMON] 109,520,308
[SHARES-COMMON-STOCK] 9,017,934
[SHARES-COMMON-PRIOR] 6,251,288
[ACCUMULATED-NII-CURRENT] 4,409,150
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 187,331
[ACCUM-APPREC-OR-DEPREC] 865,512
[NET-ASSETS] 114,607,639
[DIVIDEND-INCOME] 3,213,660
[INTEREST-INCOME] 355,313
[OTHER-INCOME] 0
[EXPENSES-NET] 590,650
[NET-INVESTMENT-INCOME] 2,978,323
[REALIZED-GAINS-CURRENT] 3,923,110
[APPREC-INCREASE-CURRENT] (4,040,441)
[NET-CHANGE-FROM-OPS] 2,860,992
[EQUALIZATION] 1,371,924
[DISTRIBUTIONS-OF-INCOME] 2,794,800
[DISTRIBUTIONS-OF-GAINS] 4,022,817
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 2,524,309
[NUMBER-OF-SHARES-REDEEMED] 294,061
[SHARES-REINVESTED] 536,398
[NET-CHANGE-IN-ASSETS] 32,388,903
[ACCUMULATED-NII-PRIOR] 1,713,658
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 87,624
[GROSS-ADVISORY-FEES] 518,190
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 590,650
[AVERAGE-NET-ASSETS] 100,386,052
[PER-SHARE-NAV-BEGIN] 13.15
[PER-SHARE-NII] .41
[PER-SHARE-GAIN-APPREC] (.045)
[PER-SHARE-DIVIDEND] .33
[PER-SHARE-DISTRIBUTIONS] .475
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 12.71
[EXPENSE-RATIO] .59%
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>[ARTICLE] 6
[LEGEND]
This Schedule contains Summary Financial Information extracted from the Annual
Report and is qualified in its entirety by reference to such Annual Report.
[/LEGEND]
[SERIES]
[NUMBER] 02
[NAME] GLOBAL EQUITY
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 2,706,748
[INVESTMENTS-AT-VALUE] 3,055,298
[RECEIVABLES] 510,068
[ASSETS-OTHER] 125,000
[OTHER-ITEMS-ASSETS] 79,645
[TOTAL-ASSETS] 3,770,011
[PAYABLE-FOR-SECURITIES] 502,756
[SENIOR-LONG-TERM-DEBT] 290
[OTHER-ITEMS-LIABILITIES] 519,089
[TOTAL-LIABILITIES] 519,089
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 2,878,415
[SHARES-COMMON-STOCK] 289,826
[SHARES-COMMON-PRIOR] 300,132
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 1,551
[ACCUMULATED-NET-GAINS] 28,265
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 348,550
[NET-ASSETS] 3,250,922
[DIVIDEND-INCOME] 60,458
[INTEREST-INCOME] 15,520
[OTHER-INCOME] 0
[EXPENSES-NET] 3,285
[NET-INVESTMENT-INCOME] 72,693
[REALIZED-GAINS-CURRENT] 359,131
[APPREC-INCREASE-CURRENT] (303,307)
[NET-CHANGE-FROM-OPS] 77,322
[EQUALIZATION] (11,166)
[DISTRIBUTIONS-OF-INCOME] 73,774
[DISTRIBUTIONS-OF-GAINS] 326,261
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 10,522
[NUMBER-OF-SHARES-REDEEMED] 56,482
[SHARES-REINVESTED] 35,654
[NET-CHANGE-IN-ASSETS] (524,174)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 28,411
[OVERDISTRIB-NII-PRIOR] 26,204
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 17,889
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 47,414
[AVERAGE-NET-ASSETS] 3,567,611
[PER-SHARE-NAV-BEGIN] 12.58
[PER-SHARE-NII] .27
[PER-SHARE-GAIN-APPREC] (.0575)
[PER-SHARE-DIVIDEND] .29
[PER-SHARE-DISTRIBUTIONS] 1.2825
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 11.22
[EXPENSE-RATIO] .09
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>