UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-00005

LORD ABBETT AFFILIATED FUND, INC.
(Exact name of Registrant as specified in charter)
	90 Hudson Street, Jersey City, NJ 07302
(Address of principal executive offices) (Zip code)
Thomas R. Phillips, Esq., Vice President & Assistant Secretary
	90 Hudson Street, Jersey City, NJ 07302
(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 201-6984

Date of fiscal year end: 10/31

Date of reporting period: 7/31/2012

Item 1: Schedule of Investments.

Schedule of Investments (unaudited)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2012

Investments	Shares		Fair Value (000)
LONG-TERM INVESTMENTS 98.67%
COMMON STOCKS 97.53%
Aerospace & Defense 1.71%
Honeywell International, Inc.		674,300	$	39,143
Raytheon Co.		477,200		26,475
United Technologies Corp.		618,800		46,064
Total				111,682
Automobiles 0.97%
Ford Motor Co.		6,851,754		63,310
Beverages 1.09%
Coca-Cola Co. (The)		400,900		32,393
PepsiCo, Inc.		530,300		38,569
Total				70,962
Capital Markets 3.40%
Bank of New York Mellon Corp. (The)		301,625		6,418
Goldman Sachs Group, Inc. (The)		1,201,475		121,229
Morgan Stanley		2,820,588		38,529
State Street Corp.		232,582		9,392
T. Rowe Price Group, Inc.		761,690		46,273
Total				221,841
Chemicals 2.47%
Agrium, Inc. (Canada)(a)		200,500		19,040
Dow Chemical Co. (The)		2,849,759		82,016
Monsanto Co.		440,600		37,724
Mosaic Co. (The)		386,600		22,465
Total				161,245
Commercial Banks 7.56%
BB&T Corp.		404,549		12,691
Comerica, Inc.		481,255		14,539
Fifth Third Bancorp		3,839,870		53,067
PNC Financial Services Group, Inc. (The)		1,470,979		86,935
Regions Financial Corp.		3,541,300		24,647
SunTrust Banks, Inc.		2,163,104		51,157
Wells Fargo & Co.		7,401,953		250,260
Total				493,296
Communications Equipment 1.01%
Cisco Systems, Inc.		4,144,800		66,110
Computers & Peripherals 1.55%
Dell, Inc.*		2,076,300		24,667
EMC Corp.*		1,759,800		46,124

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2012

Investments	Shares		Fair Value (000)
Computers & Peripherals 1.55% (continued)
Hewlett-Packard Co.		1,664,531	$	30,361
Total				101,152
Consumer Finance 1.82%
Capital One Financial Corp.		2,100,800		118,674
Diversified Financial Services 4.57%
Bank of America Corp.		5,451,670		40,015
Citigroup, Inc.		2,240,860		60,795
JPMorgan Chase & Co.		5,491,642		197,699
Total				298,509
Diversified Telecommunication Services 4.99%
AT&T, Inc.		5,044,749		191,297
CenturyLink, Inc.		1,850,400		76,865
Verizon Communications, Inc.		1,277,551		57,669
Total				325,831
Electric: Utilities 2.71%
Duke Energy Corp.		1,023,939		69,403
NextEra Energy, Inc.		501,300		35,542
Southern Co. (The)		1,492,700		71,873
Total				176,818
Electronic Equipment, Instruments & Components 1.06%
Arrow Electronics, Inc.*		487,800		16,463
Avnet, Inc.*		822,400		25,906
Corning, Inc.		2,354,800		26,868
Total				69,237
Energy Equipment & Services 1.54%
Cameron International Corp.*		174,700		8,782
Halliburton Co.		1,089,271		36,088
Schlumberger Ltd.		780,698		55,632
Total				100,502
Food & Staples Retailing 1.33%
CVS Caremark Corp.		1,913,200		86,572
Food Products 1.25%
Archer Daniels Midland Co.		1,554,400		40,554
General Mills, Inc.		384,800		14,892
Kraft Foods, Inc. Class A		653,434		25,948
Total				81,394

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2012

Investments	Shares		Fair Value (000)
Health Care Equipment & Supplies 1.33%
Baxter International, Inc.		852,900	$	49,903
Medtronic, Inc.		931,100		36,704
Total				86,607
Health Care Providers & Services 2.64%
AmerisourceBergen Corp.		208,400		8,273
CIGNA Corp.		1,108,500		44,650
McKesson Corp.		373,900		33,924
UnitedHealth Group, Inc.		1,505,396		76,911
WellPoint, Inc.		158,600		8,452
Total				172,210
Hotels, Restaurants & Leisure 1.26%
Carnival Corp.		1,104,507		36,758
Marriott International, Inc. Class A		676,572		24,641
Starwood Hotels & Resorts Worldwide, Inc.		385,700		20,885
Total				82,284
Household Products 2.65%
Colgate-Palmolive Co.		711,600		76,398
Procter & Gamble Co. (The)		1,498,500		96,713
Total				173,111
Industrial Conglomerates 2.35%
General Electric Co.		7,399,500		153,540
Insurance 4.24%
ACE Ltd. (Switzerland)(a)		346,900		25,497
Berkshire Hathaway, Inc. Class B*		473,100		40,138
Chubb Corp. (The)		619,900		45,061
Marsh & McLennan Cos., Inc.		786,700		26,127
MetLife, Inc.		1,165,657		35,867
Prudential Financial, Inc.		1,127,200		54,421
Travelers Cos., Inc. (The)		789,900		49,487
Total				276,598
Life Sciences Tools & Services 0.48%
Thermo Fisher Scientific, Inc.		563,900		31,392
Machinery 1.53%
Caterpillar, Inc.		380,507		32,043
Eaton Corp.		962,860		42,212
Joy Global, Inc.		317,045		16,467
Parker Hannifin Corp.		116,564		9,362
Total				100,084

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2012

Investments	Shares		Fair Value (000)
Media 5.47%
Comcast Corp. Class A		1,958,900	$	63,762
News Corp. Class A		2,518,800		57,983
Omnicom Group, Inc.		811,800		40,736
Time Warner Cable, Inc.		418,229		35,520
Time Warner, Inc.		1,927,716		75,412
Walt Disney Co. (The)		1,705,000		83,784
Total				357,197
Metals & Mining 1.61%
Barrick Gold Corp. (Canada)(a)		176,700		5,810
Cliffs Natural Resources, Inc.		804,000		32,875
Freeport-McMoRan Copper & Gold, Inc.		1,321,700		44,502
Nucor Corp.		83,920		3,290
United States Steel Corp.		898,500		18,554
Total				105,031
Multi-Line Retail 0.64%
Kohl’s Corp.		127,686		6,348
Target Corp.		582,386		35,322
Total				41,670
Multi-Utilities 0.29%
PG&E Corp.		413,500		19,087
Oil, Gas & Consumable Fuels 14.65%
Anadarko Petroleum Corp.		946,900		65,753
Apache Corp.		450,300		38,780
Canadian Natural Resources Ltd. (Canada)(a)		93,200		2,540
Cenovus Energy, Inc. (Canada)(a)		265,800		8,110
Chevron Corp.		1,752,932		192,086
ConocoPhillips		477,600		26,000
Devon Energy Corp.		388,300		22,956
EOG Resources, Inc.		159,502		15,633
Exxon Mobil Corp.		2,878,192		249,971
Hess Corp.		1,269,629		59,876
Kinder Morgan, Inc.		1,114,303		39,903
Occidental Petroleum Corp.		972,184		84,609
Phillips 66		238,850		8,981
Range Resources Corp.		391,839		24,529
Southwestern Energy Co.*		567,500		18,869
Suncor Energy, Inc. (Canada)(a)		1,550,700		47,358
Valero Energy Corp.		1,821,050		50,079
Total				956,033
Paper & Forest Products 0.79%
International Paper Co.		1,578,900		51,804

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(continued)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2012

Investments	Shares		Fair Value (000)
Pharmaceuticals 9.07%
Bristol-Myers Squibb Co.		1,712,900	$	60,979
Eli Lilly & Co.		1,003,500		44,184
Johnson & Johnson		1,794,400		124,208
Merck & Co., Inc.		2,614,800		115,496
Pfizer, Inc.		8,798,300		211,511
Teva Pharmaceutical Industries Ltd. ADR		868,634		35,519
Total				591,897
Real Estate Investment Trusts 0.78%
Host Hotels & Resorts, Inc.		3,462,475		50,829
Road & Rail 2.22%
CSX Corp.		662,600		15,200
Hertz Global Holdings, Inc.*		6,253,792		70,418
Union Pacific Corp.		486,600		59,662
Total				145,280
Semiconductors & Semiconductor Equipment 1.70%
Intel Corp.		2,146,200		55,157
Micron Technology, Inc.*		2,496,500		15,503
Texas Instruments, Inc.		1,480,600		40,332
Total				110,992
Software 1.44%
Adobe Systems, Inc.*		787,300		24,312
Microsoft Corp.		1,409,300		41,532
Oracle Corp.		927,200		28,001
Total				93,845
Specialty Retail 1.10%
Home Depot, Inc. (The)		914,700		47,729
Lowe’s Cos., Inc.		938,800		23,818
Total				71,547
Tobacco 2.26%
Altria Group, Inc.		1,846,349		66,413
Philip Morris International, Inc.		888,700		81,263
Total				147,676
Total Common Stocks (cost $5,494,284,351)				6,365,849

See Notes to Schedule of Investments.

Schedule of Investments (unaudited)(concluded)

LORD ABBETT AFFILIATED FUND, INC. July 31, 2012

Investments	Shares		Fair Value (000)
LIMITED LIABILITY COMPANY 1.07%
Diversified Financial Services
Oaktree Capital Management, LLC† (cost $86,900,000)		1,975,000	$	69,823
WARRANT 0.07%
Oil, Gas & Consumable Fuels
Kinder Morgan, Inc.*(b) (cost $2,860,470)		1,606,943		4,741
Total Long-Term Investments (cost $5,584,044,821)				6,440,413

Investments	Principal Amount (000)
SHORT-TERM INVESTMENT 1.75%
Repurchase Agreement
Repurchase Agreement dated 7/31/2012, 0.01% due 8/1/2012 with Fixed Income Clearing Corp. collateralized by $37,000,000 of U.S. Treasury Note at 3.125% due 1/31/2017; $64,900,000 of U.S. Treasury Note at 0.875% due 1/31/2017 and $9,105,000 of U.S. Treasury Note at 0.875% due 2/28/2017; value: $116,424,458; proceeds: $114,139,267 (cost $114,139,235)	$	114,139		114,139
Total Investments in Securities 100.42% (cost $5,698,184,056)				6,554,552
Liabilities in Excess of Other Assets (0.42)%				(27,586	)
Net Assets 100.00%			$	6,526,966

ADR	American Depositary Receipt.
*	Non-income producing security.
†	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, unless registered under such Act or exempted from registration, may only be resold to qualified institutional buyers.
(a)	Foreign security traded in U.S. dollars.
(b)	Exercise price of $40.00 and expiration date of 5/25/2017.

See Notes to Schedule of Investments.

Notes to Schedule of Investments (unaudited)

1. ORGANIZATION

Lord Abbett Affiliated Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. The Fund was organized in 1934 and was reincorporated under Maryland law on November 26, 1975.

The Fund’s investment objective is long-term growth of capital and income without excessive fluctuations in market value.

2.	SIGNIFICANT ACCOUNTING POLICIES
(a)	Investment Valuation-Under procedures approved by the Fund’s Board of Directors (the “Board”), Lord, Abbett & Co. LLC, the Fund’s investment manager, has formed a Pricing Committee to administer the pricing and valuation of portfolio investments and to ensure that prices utilized reasonably reflect fair value. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
	Securities actively traded on any recognized U.S. or non-U.S. exchange or on The NASDAQ Stock Market LLC are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Events occurring after the close of trading on non-U.S. exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange LLC. The Fund may rely on an independent fair valuation service in adjusting the valuations of foreign securities. Unlisted equity securities are valued at the last quoted sale price or, if no sale price is available, at the mean between the most recently quoted bid and asked prices.
	Securities for which prices are not readily available are valued at fair value as determined by the Pricing Committee and approved in good faith by the Board. The Pricing Committee considers a number of factors, including unobservable inputs, when arriving at fair value. The Pricing Committee may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information to determine fair value of portfolio investments. The Board or a designated committee thereof regularly reviews fair value determinations made by the Pricing Committee and employs techniques such as reviewing related market activity, reviewing inputs and assumptions, and transactional back-testing comparison analysis.
	Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates fair value.
(b)	Security Transactions-Security transactions are recorded as of the date that the securities are purchased or sold (trade date).
(c)	Foreign Transactions-The books and records of the Fund are maintained in U.S. dollars and transactions denominated in foreign currencies are recorded in the Fund’s records at the rate prevailing when earned or recorded.
(d)	Repurchase Agreements-The Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction in which a 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 by securities of the U.S. Government, its agencies, its instrumentalities, or U.S. Government sponsored enterprises having a value equal to, or in excess of, the value of the repurchase agreement (including accrued interest). If the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the fair value of these securities has declined, the Fund may incur a loss upon disposition of the securities.
(e)	Fair Value Measurements-Fair value is defined as the price that the Fund would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk - for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique.

Notes to Schedule of Investments (unaudited)(concluded)

Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:
•	Level 1 - unadjusted quoted prices in active markets for identical investments;
•	Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.); and
•	Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used as of July 31, 2012 in valuing the Fund’s investments carried at fair value:

Investment Type*	Level 1 (000)		Level 2 (000)		Level 3 (000)		Total (000)
Common Stocks	$	6,365,849	$	—	$	—	$	6,365,849
Limited Liability Company		—		—		69,823		69,823
Warrant		4,741		—		—		4,741
Repurchase Agreement		—		114,139		—		114,139
Total	$	6,370,590	$	114,139	$	69,823	$	6,554,552

* See Schedule of Investments for fair values in each industry.

The following is a reconciliation of investments with unobservable inputs (Level 3) that were used in determining fair value:

Investment Type	Limited Liability Company
Balance as of November 1, 2012	$	—
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation/depreciation		(19,052	)
Purchase		—
Sales		—
Net transfers in or out of Level 3		88,875
Balance as of July 31, 2012	$	69,823

3. FEDERAL TAX INFORMATION

As of July 31, 2012, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	5,731,463,292
Gross unrealized gain		1,144,518,443
Gross unrealized loss		(321,429,891	)
Net unrealized security gain	$	823,088,552

The difference between book-basis and tax-basis unrealized gains (losses) is attributable to the tax treatment of certain securities and wash sales.

Item 2: Controls and Procedures.

	(a)	Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days prior to the filing date of this report, the Chief Executive Officer and Chief Financial Officer of the Registrant have concluded that such disclosure controls and procedures are reasonably designed and effective to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities.
	(b)	There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 3:		Exhibits.
		Certification of each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto as a part of EX-99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LORD ABBETT AFFILIATED FUND, INC.
By:	/s/Robert S. Dow
	Robert S. Dow
	Chief Executive Officer and Chairman

Date: September 24, 2012

By:	/s/Joan A. Binstock
	Joan A. Binstock
	Chief Financial Officer and Vice President

Date: September 24, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/Robert S. Dow
	Robert S. Dow
	Chief Executive Officer and Chairman

Date: September 24, 2012

By:	/s/Joan A. Binstock
	Joan A. Binstock
	Chief Financial Officer and Vice President

Date: September 24, 2012