ARTICLES SUPPLEMENTARY
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                        LORD ABBETT AFFILIATED FUND, INC.


     LORD ABBETT AFFILIATED FUND, INC., a Maryland corporation having its
principal office c/o The Prentice-Hall Corporation System, 11 East Chase Street,
Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland, that:

     FIRST: The Corporation presently has authority to issue 1,500,000,000
shares of capital stock, of the par value $.001 each, having an aggregate par
value of $1,500,000. The Board of Directors has previously classified and
designated 1,150,000,000 authorized shares as Class A shares, 100,000,000
authorized shares as Class B shares, 100,000,000 authorized shares as Class C
shares, 75,000,000 authorized shares as Class P shares, and 75,000,000
authorized shares as Class Y shares. The number of shares of capital stock which
the Corporation shall have authority to issue is hereby increased to
2,500,000,000, of the par value $.001 each, having an aggregate par value of
$2,500,000.

     SECOND: Pursuant to the authority of the Board of Directors to classify and
reclassify unissued shares of stock of the Corporation and to classify a series
into one or more classes of such series, the Board of Directors hereby
classifies and reclassifies the 1,000,000,000 newly authorized but unissued
shares, as follows: (i) 450,000,000 shares to Class A resulting in a total of
1,600,000,000 authorized Class A shares, (ii) 200,000,000 shares to Class B
resulting in a total of 300,000,000 authorized Class B shares, (iii) 200,000,000
to Class C resulting in a total of 300,000,000 authorized Class C shares, (iv)
125,000,000 to Class P resulting in a total of 200,000,000 authorized Class P
shares, and (v) 25,000,000 to Class Y resulting in a total of 100,000,000
authorized Class Y shares.

     THIRD: Subject to the power of the Board of Directors to classify and
reclassify unissued shares, all shares of the Corporation hereby classified or
reclassified as specified in



Article Second above shall be invested in the same investment portfolio of the
Corporation and shall have the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption set forth in Article V of the Articles of Incorporation
of the Corporation (hereinafter called the "Articles") and shall be subject to
all other provisions of the Articles relating to stock of the Corporation
generally.

     FOURTH: The shares of stock of the Corporation hereby classified or
reclassified as specified in Article Second above have been duly classified by
the Board of Directors under the authority contained in the Articles.

     FIFTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

     SIXTH: The total number of shares of capital stock that the Corporation has
authority to issue has been increased by the Board of Directors in accordance
with Section 2-105(c) of Title 2 of the Corporations and Associations law of the
State of Maryland.

     IN WITNESS WHEREOF, the Corporation has caused these presents to be signed
in its name and on its behalf by its Vice President and witnessed by its
Assistant Secretary on June 20, 2002.

                                           LORD ABBETT AFFILIATED FUND, INC.

                                           By: /s/ Paul A. Hilstad
                                               Paul A. Hilstad
                                               Vice President & Secretary

WITNESS:

/s/ Christina T. Simmons
Christina T. Simmons
Vice President and Assistant Secretary

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     THE UNDERSIGNED, Vice President and Secretary of LORD ABBETT AFFILIATED
FUND, INC., who executed on behalf of said Corporation the foregoing Articles
Supplementary, of which this Certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles Supplementary
to be the corporate act of said Corporation and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.

                                                   /s/ Paul A. Hilstad
                                                   Paul A. Hilstad
                                                   Vice President & Secretary

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