Amended 3/09/2000

                                     BY-LAWS



                                       OF



                         LORD ABBETT RESEARCH FUND, INC.



                                    ARTICLE I



                                     OFFICES



       Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in

Maryland shall be in the City of Baltimore, and the name of the resident agent

in charge thereof is The Prentice-Hall Corporation Systems, Maryland.



       Section 2. OTHER OFFICES. The Corporation may also have an office in the

City and State of New York and offices at such other places as the Board of

Directors may from time to time determine.





                                   ARTICLE II



                              STOCKHOLDERS MEETING



       Section 1. ANNUAL MEETINGS. The Corporation shall not hold an annual

meeting of its stockholders in any fiscal year of the Corporation unless

required in accordance with the following sentence. The Chairman of the Board or

the President shall call an annual meeting of the stockholders when the election

of directors is required to be acted on by stockholders under the Investment

Company Act of 1940, as amended, and the Chairman of the Board, the President, a

Vice President, the Secretary or any director shall call an annual meeting of

stockholders at the request in writing of a majority of the Board of Directors

or of stockholders holding at least one-quarter of the stock of the Corporation

outstanding and entitled to vote at the meeting. Any annual meeting of the

stockholders held pursuant to the foregoing sentence shall be held at such time

and at such place,





{PAGE}



within the City of New York or elsewhere, as may be fixed by the Chairman of the

Board or the President or the Board of Directors or by the stockholders holding

at least one-quarter of the stock of the Corporation outstanding and entitled to

vote, as the case may be, and as may be stated in the notice setting forth such

call, provided that any stockholders requesting such meeting shall have paid to

the Corporation the reasonably estimated cost of preparing and mailing the

notice thereof, which the Secretary shall determine and specify to such

stockholders. Any meeting of stockholders held in accordance with this Section 1

shall for all purposes constitute the annual meeting of stockholders for the

fiscal year of the Corporation in which the meeting is held and, without

limiting the generality of the foregoing, shall be held for the purposes of (a)

acting on any such matter or matters so required to be acted on by stockholders

under the Investment Company Act of 1940, as amended, and (b) electing

directors, and for transacting such other business as may properly be brought

before the meeting. Only such business, in addition to that prescribed by law,

by the Articles of Incorporation and by these By-laws, may be brought before

such meeting as may be specified by resolution of the Board of Directors or by

writing filed with the Secretary of the Corporation and signed by the Chairman

of the Board or by the President or by a majority of the directors or by

stockholders holding at least one-quarter of the stock of the Corporation

outstanding and entitled to vote at the meeting.



       Section 2. SPECIAL MEETINGS. Special meetings of the stockholders for any

purpose or purposes may be held upon call by the Chairman of the Board or by a

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