LORD ABBETT RESEARCH FUND INC
N-30D, 1999-08-17
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Lord Abbett  Growth Opportunities Fund

                        SEMI-ANNUAL REPORT FOR THE SIX MONTHS ENDED MAY 31, 1999

                                                         A portfolio of midsized

                                                                growth companies
<PAGE>
Report to Shareholders
For the Six Months Ended May 31, 1999

[PHOTO]

ROBERT S. DOW
CHAIRMAN


JULY 10, 1999


"We feel very  comfortable with the current  investment  environment for mid-cap
stocks, as we have recently seen money flowing into this end of the market."

Lord Abbett  Growth  Opportunities  Fund  completed the first half of its fiscal
year on May 31, 1999 with a net asset  value of $14.73 per Class A share  versus
$12.58 on November  30, 1998.  The Fund's  total return over the same  six-month
period was 17.0%.*

Formerly known as Lord Abbett Research Fund - Mid-Cap Series, Lord Abbett Growth
Opportunities  Fund became  available for  investment  to the general  public on
October 15, 1998. On September 15, 1998, the Fund's  shareholders voted to amend
the  Fund's  investment  objective  to enable  the Fund to pursue an  investment
strategy that seeks capital appreciation and focuses on mid-cap  growth-oriented
equity  securities.  The  Fund  primarily  invests  in  mid-sized,  U.  S.-based
companies and, to a lesser extent in non-U. S. domiciled mid-cap companies, from
which Lord Abbett expects above-average growth.


A Bumpy Ride for Equities

After the economic and political  uncertainties of late 1998 had settled, the U.
S. stock market once again  resumed its upward  surge,  aided,  in part,  by the
Federal Reserve Board's series of autumn rate cuts.  During the first quarter of
1999, many sectors of the equity market participated in the upswing,  but it was
again a relatively  narrow group of  large-cap  growth  stocks that led the way.
During the second  quarter,  we saw the stock  market  begin to broaden out away
from its focus on large-cap  growth stocks.  Mid-cap stocks,  which were all but
forgotten by investors who were  scrambling to invest in the big name  large-cap
growth stocks, began to get some much-deserved attention.  Some of the neglected
sectors such as  entertainment  and  commodity-driven  industries  saw promising
improvement,  and many  small-cap  stocks  began to  participate  in the overall
performance of the market.

The Fund has  performed  well  since it was  reorganized  to  account  for a new
mid-cap  growth  investment  strategy.  We have  increased our overall number of
holdings,   and  increased  our  allocations  to  the  technology  and  consumer
non-cyclicals  sectors which has helped the Fund. We saw a tremendous run-up and
subsequent  sharp  correction in many internet  stocks, a sector in which we had
cautiously  participated,  but had previously  reduced.  Information  technology
("IT")  services  stocks,  which were  negatively  impacted  as demand for their
services was  temporarily  disrupted by customers'  needs to address Y2K issues,
have shown strong signs of rebounding. We believe that IT services companies can
generate  strong  growth  potential,  and we have used  their  short-term  price
downdraft as an opportunity to add to our positions in this area.


The Road Ahead

We feel very  comfortable  with the current  investment  environment for mid-cap
stocks,  as we have  recently  seen money  flowing  into this end of the market.
Although  inflationary  fears remain and a possible Fed Funds  increase looms in
the distance, our investments are focused on longterm growth opportunities,  not
on interest rate  predictions.  Furthermore,  we expect that an improving global
economic  situation,  particularly  in Japan and Southeast Asia, will positively
impact mid-cap  companies with global  operations and create an opportunity  for
mid-cap stocks to participate more fully in market advances.

Our goal of  identifying  mid-sized  companies  with a history of  earnings  and
revenue  growth,  experienced  management  teams  and  proprietary  products  or
services, should help the Fund to uncover strong investment opportunities.


We are pleased that you have chosen Lord Abbett Growth  Opportunities Fund as an
investment vehicle in your diversified  portfolio.  We appreciate the confidence
you have placed in Lord Abbett,  and seek to reward your trust with a commitment
to performance.

*    Total return,  which is not annualized,  is the percent change in net asset
     value assuming the reinvestment of all distributions.


<PAGE>


Fund Performance

Comparison of the change in value of a $10,000 investment,  8/1/95 -5/31/99, (1)
in Lord Abbett Growth  Opportunities Fund and the unmanaged Lipper Mid-Cap Funds
Average. (2)

[GRAPHIC OMMITTED]

    Growth
 Opportunities    $20,742
    Fund (3)

     Lipper
 Mid-Cap Funds    $17,853
    Average

(1)  The Fund (Class A shares) commenced operations 8/1/95.

(2)  Source:  Lipper,  Inc. The Lipper  Mid-Cap Funds Average  represents  funds
     that, by prospectus or portfolio  practice,  invest  primarily in companies
     with market capitalizations less than $300 million at the time of purchase.

(3)  Reflects the reinvestment of all distributions at net asset value.


SEC-Required Information

Average  annual  compounded  returns for periods ended  6/30/99,  at the Class A
maximum sales charge of 5.75%, with all distributions reinvested:

[GRAPHIC OMMITTED]

            1 Year                5.20%

      Life of Fund               19.27%
 (8/1/95 Inception)

Past performance is no indication of future results.  The investment  return and
principal  value of an investment in the Fund will fluctuate so that shares,  on
any given day or when  redeemed,  may be worth more or less than their  original
cost.

                                                                               1


<PAGE>


A Note About Year 2000 Matters

As you may know, there has been extensive media coverage about possible problems
that may arise as a result of  uncertainties  about the ability of  computers to
"understand"  dates  using the year  2000.  Potentially,  these  problems  could
disrupt  the  services  and  systems  that  the  Trust  relies  on in its  daily
operations.

As a general  matter,  we believe the financial  industry has taken a leadership
role  addressing  year  2000  (Y2K)  issues  and  this  should  help to  inspire
confidence  among concerned  investors.  More  specifically,  Lord Abbett,  Lord
Abbett  Distributor  LLC and the Trust's  transfer  agent,  custodian  and other
providers  of  services  critical  to the Fund have  been  actively  working  on
reviewing and replacing or updating  computer  systems and  computer-to-computer
interfaces, as needed. Each has completed or is in the process of testing new or
revised systems and interfaces and generally expects that their systems, as well
as those of their key external  service  providers,  will be ready to handle Y2K
without significant problems.  Furthermore,  the Trust has been routinely taking
companies'  Y2K   preparations   into  account  when  considering  or  reviewing
investments.

In  summary,  while the Y2K  problem is  unprecedented  and we cannot  eliminate
altogether the possibility  that the Trust could be affected in some way, we are
confident that all parties involved are taking  appropriate steps to resolve Y2K
concerns.


Statement of Net Assets
May 31, 1999

                                                                  Value
                    Security                     Shares        (Note 1a)

Investments in Common Stocks
98.93%
- -----------------------------------------------------------------------
Aerospace 2.06%    *Orbital Sciences Corp.        13,800   $    312,225
                                                           ------------
Airlines 1.12%      COMAIR Holdings Inc.           9,000        170,438
                                                           ------------
Apparel 2.99%      *Tommy Hilfiger Corp.           3,300        247,706
                    Warnaco Group Inc. Class A     7,000        206,500
                    Total                                       454,206
                                                           ------------
Banks:              National Commerce
Regional 1.55%      Bancorporation                10,000        234,375
                                                           ------------
Brokers 1.52%      *DLJ Direct                     5,350        230,050
                                                           ------------
Business           *Axiom Corp.                    4,300        116,100
Services 7.11%     *Interim Services Inc.          8,700        189,769
                   *Metzler Group, Inc.            7,000        229,250
                   *Quintiles Transnational Corp.  8,000        325,000
                   *Sykes Enterprises Inc.         7,000        217,875
                    Total                                     1,077,994
                                                           ------------
Communications     *Plantronics, Inc.              5,500        336,875
Equipment 4.79%    *QUALCOMM Inc.                  4,000        389,000
                    Total                                       725,875
                                                           ------------
Computer:          *BEA Systems Inc.              20,000        407,500
Software 12.27%    *Legato Systems Inc.           10,000        547,500
                   *Lernout & Hauspie
                    Speech Products NV            12,000        421,500
                   *Peoplesoft Inc.               13,700        221,769
                   *Visio Corp.                    8,000        263,000
                    Total                                     1,861,269
                                                           ------------
Consumer            Stewart Enterprises, Inc.
Services 1.46%      Class A                       12,000        221,250
                                                           ------------
Data Processing    *Cambridge Technology
  8.07%             Partners Inc.                 18,000        306,000
                   *CIBER Inc.                     9,000        192,937
                   *International Network
                    Services                       2,000         74,750
                   *Mastech Corp.                 18,000        345,375
                   *USWeb Corp.                   12,000        304,500
                    Total                                     1,223,562
                                                           ------------
Drugs/Health Care *Elan Corp. plc ADR              3,000        162,187
Products 8.16%     *ICOS Corp.                    13,000        569,563
                   *Nu Skin Asia Pacific Inc.
                    Class A                       12,000        216,000
                   *Rexall Sundown Inc.           17,000        290,062
                    Total                                     1,237,812
                                                           ------------

Electric Power 1.95% Montana Power Co.            4,000    $    295,500
                                                           ------------
Electronics:       *American Power
Components 2.57%    Conversion Co.                10,000        389,375
                                                           ------------
Electronics:        Dallas Semiconductor Corp.     6,000        261,000
Semiconductors     *LSI Logic Corp.               15,000        555,938
  5.39%
                    Total                                       816,938
                                                           ------------
Food 1.00%         *Smithfield Foods Inc.          5,700        152,119
                                                           ------------
Health-Care
Products .58%      *Safeskin Corp.                 7,100         88,750
                                                           ------------
Health-Care        *Health Management
Services 5.05%      Associates Inc. Class A       27,000        351,000
                   *Healthsouth Corp.             31,000        414,625
                    Total                                       765,625
                                                           ------------
Health-Care
Information         Shared Medical
Systems 2.17%       Systems Corp.                  5,000        328,750
                                                           ------------
Home Building      *Catellus Development Corp.    19,000        292,125
  5.82%             Lennar Corp.                  12,000        271,500
                   *Royal Group
                    Technologies Ltd.             11,000        319,687
                    Total                                       883,312
                                                           ------------
Household
Products 2.12%     *Blyth Industries, Inc.        11,500        322,000
                                                           ------------
Instrumentation
  2.01%            *National Instruments Corp.     8,000        304,500
                                                           ------------
Media 1.94%        *Nielsen Media Research Inc.   11,000        294,250
                                                           ------------
Miscellaneous 2.82% Diebold Inc.                   5,000        140,625
                   *Stillwater Mining Co.          9,000        287,438
                    Total                                       428,063
                                                           ------------
New Media 4.90%    *Lycos Inc.                     3,000        301,500
                   *Safeguard Scientifics Inc.     3,000        219,375
                   *VeriSign Inc.                  1,000        118,500
                   *Ziff Davis Inc.                5,000        104,375
                    Total                                       743,750
                                                           ------------
Printing and        Hollinger International
Publishing 3.75%    Inc. Class A                  41,000        568,875
                                                           ------------
Real Estate .79%    Prison Realty Corp.            9,462        119,458
                                                           ------------
Restaurants .60%   *Papa Johns International Inc.  2,300         90,850
                                                           ------------
Retail 3.12%       *eToys Inc.                     5,000        303,437
                   *Ticketmaster Online-City
                    Search, Inc.                   6,000        169,500
                    Total                                       472,937
                                                           ------------


2

<PAGE>
Statement of Net Assets
May 31, 1999
                                                                     Value
                      Security                       Shares        (Note 1a)
- ----------------------------------------------------------------------------
 Retail:              Sotheby's Holdings Inc.
 Specialty 1.25%      Class A                         5,000   $     189,687
                                                              =============
                      Total Investments in
                      Common Stocks
                      (Cost $13,536,454)                         15,003,795
                                                              =============
 Cash and Receivables, Net of Liabilities 1.07%                     163,012
                                                              =============
 Net Assets 100.00%                                             $15,166,807
                                                              =============

Class A Shares-Net asset value ($12,153,770/825,227 shares outstanding) $14.73
Maximum offering price (net asset value plus sales charge of              5.75%
of the offering price)                                                  $15.63
Class B Shares-Net asset value ($1,665,214/113,368 shares outstanding)  $14.69
Class C Shares-Net asset value ($1,345,511/91,646 shares outstanding)   $14.68
Class Y Shares-Net asset value ($2,312.32/156.971 shares outstanding)   $14.73
*Non-income producing security.

See Notes to Financial Statements.


Statement of Operations

<TABLE>
<CAPTION>
Investment Income                                                                                      Six Months Ended May 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                                                       <C>            <C>
Income         Dividends                                                                                 $    12,812
                                                                                                         -----------
               Interest                                                                                       14,225
               Total income                                                                                             $   27,037
                                                                                                                        ----------
Expenses       Management fee                                                                                 41,396
               Management fee waived                                                                         (41,396)
               12b-1 distribution plan- Class A                                                                8,301
               12b-1 distribution plan- Class B                                                                3,354
               12b-1 distribution plan- Class C                                                                2,777
               Shareholder servicing                                                                           9,105
               Reports to shareholders                                                                           647
               Registration                                                                                   16,985
               Professional                                                                                    5,102
               Other                                                                                             643
                                                                                                         -----------
               Total expenses before reimbursements                                                           46,914
               Expenses assumed by Lord Abbett                                                               (32,482)
               Net expenses                                                                                                 14,432
                                                                                                                        ----------
               Net investment income                                                                                        12,605
                                                                                                                        ----------
Realized and Unrealized Gain on Investments
                                                                                                                        ----------
Net realized gain from investment transactions                                                                             555,859

Net change in unrealized appreciation of investments                                                                     1,017,193
                                                                                                                        ----------
Net realized and unrealized gain on investments                                                                          1,573,052
                                                                                                                        ----------
Net Increase in Net Assets Resulting from Operations                                                                    $1,585,657
                                                                                                                        ==========
               See Notes to Financial Statements.
</TABLE>


<TABLE>
<CAPTION>
               Statements of Changes in Net Assets                                                Six Months Ended     Year Ended
                                                                                                           May 31,   November 30,
Increase in Net Assets                                                                                         1999           1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                                                       <C>            <C>
Operations     Net investment income                                                                    $    12,605     $   24,409
               Net realized gain from investment transactions                                               555,859        233,346
               Net change in unrealized appreciation of investments                                       1,017,193         64,603
               Net increase in net assets from operations                                                 1,585,657        322,358
                                                                                                        -----------     ----------
Undistributed net investment income included in price of share transactions                                      -           1,127
                                                                                                        -----------     ----------
Dividends and distribution to shareholders from:
               Net investment income                                                                             -         (43,200)
               Net realized gain from investment transactions                                                    -        (405,260)
               Total                                                                                             -        (448,460)
               =====================================================================================================================
Capital share transactions:
               Net proceeds from sales of shares                                                          9,599,821      3,761,157
               Net asset value of shares issued in reinvestment of dividends and distributions                   -         439,363
               Total                                                                                      9,599,821      4,200,520
               =====================================================================================================================
               Cost of shares reacquired                                                                   (741,781)    (1,024,926)
               Increase in net assets derived from capital share transactions                             8,858,040      3,175,594
                                                                                                        -----------     ----------
Increase (decrease) in net assets                                                                        10,443,697      3,050,619
                                                                                                        -----------     ----------
Net Assets:
               Beginning of period                                                                        4,723,110      1,672,491
                                                                                                        -----------     ----------
               End of period (including net investment income of $12,842 and $237, respectively)        $15,166,807     $4,723,110
- ------------------------------------------------------------------------------------------------------------------------------------

               See Notes to Financial Statements.

</TABLE>

3

<PAGE>


Financial Highlights
<TABLE>
<CAPTION>
                                                                                                                      Class A Shares
                                                                                                                      --------------
                                                                                                                      August 1, 1995
                                                                                                                       (Commencement
                                                                                                      Year Ended   of Operations) to
                                              Six Months Ended                                        November 30,      November 30,
Per Share Operating Performance:                  May 31, 1999           1998           1997                1996                1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>            <C>                 <C>                 <C>
Net asset value, beginning of period                    $12.58         $16.18         $12.84              $10.18              $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
      Income from investment operations

      Net investment income                                .02 (e)        .15            .23                 .30                 .10

      Net realized and unrealized gain on investments     2.13            .09           3.39                2.50                 .08

      Total from investment operations                    2.15            .24           3.62                2.80                 .18
     -------------------------------------------------------------------------------------------------------------------------------
      Distributions from:

      Net investment income                                   -           (.37)         (.28)              (.12)                 -

      Net realized gain on investments                        -          (3.47)            -               (.02)                 -

      Total distributions                                     -          (3.84)         (.28)              (.14)                 -
      ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                           $14.73         $12.58         $16.18             $12.84              $10.18
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return (b)                                          17.00% (d)      5.71%         28.90%             27.81%           1.80%(d)
====================================================================================================================================
      Ratios to Average Net Assets:

      Expenses, including waiver and reimbursements         .14%(d)        .02%           .00%                .00%           .00%(d)

      Expenses, excluding waiver and reimbursements         .94%(d)       1.60%          1.58%               2.39%          1.20%(d)

      Net investment income                                 .15%(d)       1.14%          1.69%               2.67%          1.04%(d)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                  Class B Shares                    Class C Shares    Class Y Shares
                                                      Six Months     October 16,    Six Months     October 19,   December 9, 1998(c)
                                                           Ended      1998(c) to         Ended       1998 (c) to                  to
                                                         May 31,    November 30,       May 31,       November 30,            May 31,
Per Share Operating Performance:                            1999            1998          1999               1998               1999
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                      $12.57         $10.41         $12.59              $10.70            $12.76
- ------------------------------------------------------------------------------------------------------------------------------------
      Income from investment operations

      Net investment income (loss)                          (.01)(e)        -(a)        (.01)(e)            - (a)             .04(e)

      Net realized and unrealized gain on investment        2.13           2.16            2.10               1.89              1.93

      Total from investment operations                      2.12           2.16            2.09               1.89              1.97
      ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                            $14.69         $12.57          $14.68             $12.59            $14.73
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return (b)(d)                                        16.87%         20.75%          16.60%             17.66%           15.44%
====================================================================================================================================
      Ratios to Average Net Assets (d) :

      Expenses, including waiver and reimbursements          .42%           .13%            .42%               .13%             .00%

      Expenses, excluding waiver and reimbursements         1.22%           .34%           1.22%               .34%             .78%

      Net investment income (loss)                         (.09)%         (.08)%          (.12)%             (.10)%             .29%
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                      August 1, 1995
                                                                                                                       (Commencement
                                                                                                      Year Ended   of Operations) to
                                                Six Months Ended                                      November 30,      November 30,
Supplemental Data For All Classes:                  May 31, 1999           1998            1997              1996              1995
- ------------------------------------------------------------------------------------------------------------------------------------
      Net assets, end of period (000)                    $15,167         $4,723          $1,672            $1,462               $968

      Portfolio turnover rate                              51.84%        136.81%          52.86%            30.78%             1.55%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  Amount less than $. 01.

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

(c)  Commencement of operations of respective class shares.

(d)  Not annualized.

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

     See Notes to Financial Statements.

4

<PAGE>


Notes to Financial Statements

1. Significant Accounting Policies

Lord Abbett  Research  Fund,  Inc.  (the  "Company")  is an open-end  management
investment  company  incorporated  under  Maryland  law on April 26,  1992.  The
Company  consists of three  separate  portfolios.  This report covers one of the
portfolios- Lord Abbett Growth  Opportunities Fund (" Series") (formerly Mid-Cap
Series).  The Series is diversified as defined under the Investment  Company Act
of 1940.  The  financial  statements  have  been  prepared  in  conformity  with
generally  accepted  accounting  principles  which  require  management  to make
certain estimates and assumptions at the date of the financial  statements.  The
following summarizes the significant accounting policies of the Series.

(a) Security valuation is determined as follows:  Portfolio 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  ask  prices  on  such  exchange,   or,  in  the  case  of  bonds,   in  the
over-the-counter  market if, in the  judgment of the  Company's  officers,  that
market more accurately reflects the market value of the bonds. Securities traded
only in the over-the-counter  market are valued at the mean between the last bid
and ask  prices,  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.
Short-term  securities  maturing in 60 days or less are valued at amortized cost
which approximates market value.  Securities for which market quotations are not
available  are valued at fair value  under  procedures  approved by the Board of
Directors.

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

(c)  Investment  transactions  are accounted for on the date that the securities
are purchased or sold (trade date).  Realized  gains and losses from  investment
transactions  are calculated on the identified  cost basis.  Dividend income and
distributions  to  shareholders  are  recorded  on  the  ex-dividend  date.  Net
investment  income (other than  distribution  and service fees) and realized and
unrealized  gains or losses are allocated to each class of shares based upon the
relative proportion of net assets at the beginning of the day.

(d) Prior to December 1, 1998, the Series  followed the  accounting  practice of
equalization  whereby  a  portion  of the  proceeds  from the sales and costs of
repurchases  of capital  shares was allocated to  undistributed  net  investment
income.  Effective  December  1,  1998,  the  Series  discontinued  the  use  of
equalization. Discontinuing the use of equalization will result in a simpler and
more meaningful financial statement presentation.

(e) The  organization  expenses of the Series are amortized evenly over a period
of five years.

2.  Management  Fee and Other  Transactions  with  Affiliates  The  Series has a
management  agreement with Lord, Abbett & Co. (" Lord Abbett") pursuant to which
Lord  Abbett  supplies  the  Series  with  investment  management  services  and
executive  and other  personnel,  pays the  remuneration  of officers,  provides
office space and pays for ordinary and  necessary  office and clerical  expenses
relating  to  research,  statistical  work and the  supervision  of the  Series'
investment  portfolio.  The  management  fee paid is based on average  daily net
assets for each month at the annual rate of 0.75% of 1% for the period  December
1, 1997 to September 14, 1998.  Effective September 15, 1998, the management fee
increased  to an annual rate of 0.90% of 1%. Lord Abbett  waived its  management
fee for the six months ended May 31, 1999.

The Series has rule 12b-1 plans and agreements  (the "Class A, Class B and Class
C Plans") with Lord Abbett  Distributor  LLC ("  Distributor"),  an affiliate of
Lord Abbett.  The Series makes payments to  Distributor  which uses or passes on
such  payments to  authorized  institutions.  Pursuant to the Class A Plan,  the
Series pays  Distributor (1) an annual service fee of 0.25% of the average daily
net  assets of Class A shares,  (2) a one-time  distribution  fee of up to 1% on
certain qualifying  purchases and (3) an annual distribution fee of 0.10% of the
average  daily net asset  value of Class A shares.  Pursuant  to the Class B and
Class C Plans,  the Series pays  Distributor an annual service and  distribution
fee of 0.25% and 0.75%,  respectively,  of the average  daily net asset value of
the shares outstanding. Class Y does not have a Rule 12b-1 plan.

Distributor  received $29,676,  representing  payment of commissions on sales of
Class A shares after deducting  $166,588  allowed to authorized  distributors as
concessions.

Certain of the Series' officers and directors have an interest in Lord Abbett.


3. Capital

The Company has  authorized 150  million shares of $.001 par value capital stock
designated  as follows:  Class A- 50 million,  Class B- 30 million,  Class C- 20
million,  Class P- 20 million,  Class Y- 30 million. Paid in capital amounted to
$13,089,347 at May 31, 1999. Prior to October 1, 1998, all outstanding shares of
the Series were held by  directors  and  officers of the Company and by partners
and employees of Lord Abbett.

Transactions in capital stock were as follows:

                           Six Months Ended                Year Ended
                              May 31, 1999           November 30, 1998
                   -------------------------  ----------------------------------
Class A              Shares        Amount      Shares         Amount
- --------------------------------------------------------------------------------
Sales of shares     535,900     $7,241,697     282,010    $3,261,131
Shares issued to
shareholders in
reinvestment of
dividends and
distributions            -              -       38,922       439,363
Total               535,900      7,241,697     320,932     3,700,494
- --------------------------------------------------------------------------------
Shares reacquired  (43,840)      (579,428)    (91,140)    (1,024,908)
Increase            492,060     $6,662,269     229,792    $2,675,586
- --------------------------------------------------------------------------------


                           Six Months Ended         October 16, 1998* to
                              May 31, 1999           November 30, 1998
                   -------------------------  ----------------------------------
Class B              Shares        Amount      Shares         Amount
- --------------------------------------------------------------------------------
Sales of shares     103,195     $1,395,302      18,197      $211,217
Shares reacquired   (8,022)      (109,543)         (2)           (18)
- --------------------------------------------------------------------------------
Increase             95,173     $1,285,759      18,195      $211,199
- --------------------------------------------------------------------------------
                           Six Months Ended         October 19, 1998* to
                              May 31, 1999           November 30, 1998
                   -------------------------  ----------------------------------
Class C              Shares        Amount      Shares         Amount
- --------------------------------------------------------------------------------
Sales of shares      71,508       $960,696      24,003      $288,809
Sales reacquired    (3,865)       (52,810)         -              -
- --------------------------------------------------------------------------------
Total Increase       67,643       $907,886      24,003      $288,809
- --------------------------------------------------------------------------------
                                                                               5

<PAGE>


Notes to Financial Statements

                                                      December 9, 1998* to
                                                             May 31, 1999
                                                  ------------------------------
Class Y                                            Shares         Amount
- --------------------------------------------------------------------------------
Sales of shares                                       157          $2,126
Total Increase                                        157          $2,126
- --------------------------------------------------------------------------------
*Commencement of operations of respective class shares.
NOTE: There was no capital stock activity for Class P shares during the period.


4. Distributions

Distributions  from net investment  income and net realized gain from investment
transactions, if any, are distributed to shareholders annually. At May 31, 1999,
accumulated net realized gain for the Series was $597,277.

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


5. Purchases and Sales of Securities

Purchases and sales of investment securities (other than short-term investments)
for the six months ended May 31, 1999  aggregated  $13,473,645  and  $4,389,939,
respectively.

As of May 31, 1999, net unrealized  appreciation for federal income tax purposes
aggregated $1,467,341  of which $2,053,653 related to appreciated securities and
$586,312 related to depreciated securities.

The cost of  investments  for federal income tax purposes is  substantially  the
same as that used for financial reporting purposes.


6. Directors' Remuneration

The Directors of the Company associated with Lord Abbett and all officers of the
Company  receive no  compensation  from the Company for acting as such.  Outside
Directors'  fees and retirement  costs are allocated among all funds in the Lord
Abbett group based on the net assets of each fund.


7. Line of Credit

Each  Series,  along  with  certain  other  funds  managed by Lord  Abbett,  has
available a $200,000,000 unsecured revolving credit facility (" Facility"), from
a consortium  of banks,  to be used for  temporary  or emergency  purposes as an
additional  source of  liquidity to fund  redemptions  of investor  shares.  Any
borrowings  under this Facility  will bear  interest at current  market rates as
defined in the  agreement.  The fee for this Facility is 0.06% per annum.  There
were no loans outstanding pursuant to this Facility at May 31, 1999, nor was the
Facility utilized at any time during the period.

Copyright  (C) 1999 by Lord Abbett Growth  Opportunities  Inc. 767 Fifth Avenue,
New York, NY 10153-0203

This publication,  when not used for the general  information of shareholders of
Lord  Abbett  Growth  Opportunities  is to be  distributed  only if  preceded or
accompanied by a current  prospectus which includes  information  concerning the
Series'  Investment  objective  and policies,  sales charges and other  matters.
There is no guarantee that the forecasts contained in this publication will come
to pass. All rights reserved. Printed in the U. S. A.

LAGOPF-3-599
(7/99)

6



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