BABSON D L TAX FREE INCOME FUND INC
N-30B-2, 1995-08-24
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Babson Tax-Free Income Fund
Annual Report
June 30, 1995

MESSAGE 

To Our Shareholders

For the fiscal year ended June 30, 1995, total investment returns (price 
change and reinvested distributions) for Babson Tax-Free Income Fund were 
7.2% for Portfolio L and 5.3% for Portfolio S. Portfolio MM's price remained 
at $1.00 and provided a return of 3.1% for the same period.

After a difficult 1994, the bond market made an about face and turned in a 
strong performance during the first half of 1995. Interest rates declined 
during 1995 in response to a marked slowing in the economy's growth rate and 
the attendant reduction of inflationary pressures and credit demands that go 
along with a weakening business environment. Bond prices were further 
supported by the stabilization of the dollar and heightened prospects for 
meaningful budget reform.

Municipal bonds underperformed taxable securities last year largely because 
of investor concern over how municipal securities might fare under various 
tax reform balloons floated in Washington. Many of the proposals would 
incorporate some form of flat tax, which typically lowers marginal tax rates 
and offsets this revenue loss by eliminating deductions. Since municipals are 
a tax advantaged investment, any lowering of income tax rates negatively 
affects their relative attractiveness versus taxable alternatives.

Such concerns pushed June 30 municipal bond yields to their highest ratios 
versus Treasury yields since Fall, 1993. At these levels, the effects of 
various tax reform plans are already reflected in current prices. For example, 
10 year AA rated municipals are now yielding more than 83% of comparable 
maturity Treasuries. Accordingly, if nothing happens or perhaps something 
less radical eventually develops, the current environment will be remembered 
as a major buying opportunity for tax-free bonds.

During the year, both Portfolio L and Portfolio S increased their ownership 
of essential service revenue issues, such as water and sewer bonds. These 
issues have the advantage of being more immune to the uncertainties of the 
political process than general obligation debt and often have superior legal 
protections. In the current environment of moderate economic growth and 
skepticism over whether taxes are spent efficiently, the willingness of the 
electorate to honor its obligations may not be as certain as in the past.

At June 30, 1995, the average maturities of Portfolio L, S and MM were 14 
years, 4.5 years and 44 days, respectively. The Fund's three portfolios offer 
shareholders the opportunity to invest in the type of securities that closely 
meet individual requirements, while allowing exchange among different 
portfolios without cost as investment objectives and the market environment 
change.

We continue the policy of holding high quality issues in sectors of the 
market which we believe offer the best value at a particular time. This 
should provide a favorable risk/reward balance for shareholders.

Sincerely,

Larry D. Armel
President
<PAGE>

Tables indicating Tax Information, Quality Ratings and Indices Comparisons of 
D.L. Babson Tax-Free Income Fund are shown below:

Tax InformationDuring the past fiscal year, the following percentages of 
total regular income dividends declared are exempt-interest dividends of 
federal income tax purposes:

Portfolio L - Longer Term       98.72%
Portfolio S - Shorter Term      99.10%
Portfolio MM - Money Market     99.70%

Quality Ratings
	Portfolio       Portfolio       Portfolio
	   L               S               MM
Aaa        46%             50%             82%
Aa         19              21              18      
A          30              21               0
Lower       5               8               0
TOTAL     100%            100%            100 %


D.L. Babson Tax-Free Income Fund Portfolios L & S versus 
Lipper General Municipal Bond Funds & Lipper Short Term Municipal Bond Funds
Average annual compounded total returns for one, five and ten year periods 
ended June 30, 1995, were 5.32%, 6.00% and 6.28% for Portfolio L and 7.21%, 
7.46% and 8.27% for Portfolio S, respectively. Performance data contained in 
this report is for past periods only. Past performance is not predictive of 
future performance. Investment return and share value will fluctuate, and 
redemption value may be more or less than original cost.
<PAGE>

STATEMENT OF NET ASSETS
June 30, 1995
PORTFOLIO L - LONGER TERM                                       
					      PRINCIPAL               MARKET
STATE/TERRITORY DESCRIPTION                    AMOUNT       COST      VALUE
ALABAMA
Birmingham GO (Callable 10/1/97 @ 102),
  8.00%, due October 1, 2015               $  1,000,000 $ 1,055,588 $ 1,088,750
ARIZONA
Maricopa Cnty. Unified School Dist. 
  #48 (Scottsdale),
  9.25%, due July 1, 2007                      500,000      588,936     670,000
CALIFORNIA
California GO,
  6.10%, due September 1, 2004               1,000,000    1,024,152   1,053,750
California Health Facilities Auth. Rev. 
  (Kaiser Permanente Medical) (Callable 
  10/1/01 @ 101),
  5.45%, due October 1, 2013                   250,000      250,000     233,750
Pomona Unified School Dist. GO
  (FGIC Insured), Series B, O.I.D.,
  5.50%, due August 1, 2015                  1,000,000      904,471     933,750
Santa Monica-Malibu Unified School Dist. 
  GO (Public School Facilities 
  Reconstruction), Series A 
  (Callable 8/1/01 @ 102), 
  6.90%, due August 1, 2012                    500,000     556,133      533,750
Santa Rosa, Water Rev. Ref. (FGIC Insured),
  Series B (Callable 9/1/02 @ 101.5), O.I.D.,
  6.00%, due September 1, 2015                 500,000     485,708      491,875
Southern California Public Power Auth. 
  Project Rev. Ref., Series A (Callable 
  7/1/03 @ 102; Optional Putable 7/1/05 
  @ 100), O.I.D.,
  5.00%, due July 1, 2015                    1,000,000     930,414      865,000
Univ. of California Multiple Purpose Rev.
  (MBIA Insured), Series D 
  (Callable 9/1/02 @ 102), 
  5.50%, due September 1, 2003                 500,000     500,242      510,625
COLORADO
Boulder Sales Tax Rev. (Callable 
  8/15/04 @ 101; Optional Putable 
  8/15/05 @ 100),
  5.95%, due August 15, 2008                   500,000     477,120      515,000
Denver City & Cnty. School Dist. #001 
  Certficates of Participation (Colorado 
  Assn. School Board Lease), Series B 
  (Pre-refunded 12/1/02 @ 101), O.I.D., 
  6.75%, due December 1, 2012                  500,000     497,414      561,875
Denver City & Cnty. School Dist. 
  #1 GO, Series A (Callable 12/1/04 
  @ 101), O.I.D., 
  5.125%, due December 1, 2012                 500,000     491,633      448,750
DISTRICT OF 
COLUMBIA
Dist. of Columbia GO, Series A,
  5.75%, due June 1, 2003                      500,000     494,335      485,000
FLORIDA
Palm Beach Cnty. Airport System Rev. Ref.
  (MBIA Insured) (Callable 10/1/01 @ 102), 
  7.75%, due October 1, 2010                   500,000     551,315      578,125
Sarasota Cnty. School Board Financing 
  Corp. Lease Rev. (MBIA Insured) 
  (Pre-refunded 7/1/00 @ 101), O.I.D.,
  7.25%, due July 1, 2010                      500,000     520,616      563,750
St. John's Cnty. School Board Certificates 
  of Participation (MBIA Insured), 
  4.80%, due July 1, 2003                      500,000     496,827      491,875
INDIANA
Indiana Bond Bank Special Program, 
  Series 94 A-1 (Callable 8/1/04 @ 102),
  5.60%, due August 1, 2015                    500,000     459,733      459,375
Indiana Health Facilities Financing Auth. 
  Hospital Rev. (Lutheran Hospital) 
  (AMBAC Insured) (Callable 2/15/99 @ 102),
  7.00%, due February 15, 2019                 500,000     550,477      525,625
Indiana State Office Building Commission 
  Capital Complex Rev. (MBIA Insured), 
  Series A,
  7.40%, due July 1, 2015                      500,000     521,420      581,875
KANSAS
Johnson Cnty. Water Dist. #1 Rev. Ref.
  (Callable 12/1/96 @ 101),
  7.25%, due December 1, 2002                  500,000     516,332      528,750
LOUISIANA
St. Tammany Parish Hospital Service 
  Dist. #2 Rev. (Slidell Memorial Hospital 
  & Medical Center) (Connie Lee Insured) 
  (Callable 10/1/04 @ 102), O.I.D.,
  6.125%, due October 1, 2011                  500,000     490,381      504,375
MASSACHUSETTS
Massachusetts Health & Educational Facilities 
  Auth. Rev. (Winchester Hospital), Series C 
  (Pre-refunded 7/1/01 @ 102), O.I.D.,
  7.55%, due July 1, 2011                      500,000     495,482      580,000
Massachusetts Health & Educational Facilities 
  Auth. Rev. (Winchester Hospital) 
  (Connie Lee Insured), Series D (Callable 
  7/1/04 @ 102), O.I.D.,
  5.75%, due July 1, 2014                      500,000     483,137      478,750
Massachusetts Housing Finance Agency Projects, 
  Series A (Callable 4/1/03 @ 102),
  6.375%, due April 1, 2021                  1,000,000   1,000,000      993,750
MISSISSIPPI
Jackson Cnty. Port Facility Rev. Ref.
  (Chevron USA Inc.), Series 93, 
  Fltg. Rate, 4.20%, due June 1, 2023          200,000     200,000      200,000
NEVADA
Reno Hospital Rev. (St. Mary's Regional 
  Medical Center) (MBIA Insured), Series A
  (Callable 5/15/03 @ 102), O.I.D.,
  5.625%, due May 15, 2023                     500,000     476,212      460,625
NEW HAMPSHIRE
New Hampshire GO Capital Improvement
  (College Savings Bond Program), O.I.D.,
  0.00%, due August 1, 2010                  1,000,000     340,752      416,250
NEW JERSEY
New Jersey Economic Dev. Auth. Public 
  Schools Rev. (Small Project Loan Program) 
  (Callable 8/15/03 @ 102), 
  5.20%, due August 15, 2008                   250,000     225,653      243,750
New Jersey Turnpike Auth. Rev.,
	10.375%, due January 1, 2003           220,000     220,000      265,650
NEW YORK
Battery Park City Auth. Rev. Ref., Series A
  (Callable 11/1/03 @ 102), O.I.D., 
  5.00%, due November 1, 2004                1,000,000     942,709      975,000
New York City Municipal Water Financing Auth. 
  Water & Sewer System Rev. (FSA Insured),
  Series A (Callable 6/15/01 @ 101),
  6.80%, due June 15, 2004                   1,000,000   1,020,199    1,091,250
New York Dormitory Auth. Rev. 
  (State Univ. Educational Facilities), 
  Series B (Callable 5/15/04 @ 102; 
  Optional Putable 5/15/06 @ 100), O.I.D., 
  6.10%, due May 15, 2008                    1,000,000     986,483    1,001,250
NEW YORK (Continued)
New York Environmental Facilities Corp. 
  Pollution Control Rev. (State Water-
  Revolving Fund), Series B
  (Callable 9/15/02 @ 102),
  6.65%, due September 15, 2013                500,000     500,000      540,000
New York Medical Care Facilities Finance 
  Agency Rev. Ref. (Mental Health Services) 
  (FSA Insured), Series F (Callable 2/15/04 
  @ 102), O.I.D.,
  4.90%, due February 15, 2006               1,000,000     993,078      955,000
New York Thruway Auth. Hwy. & Bridge Trust 
  Fund (FGIC Insured), Series B (Callable 
  4/1/04 @ 102; Optional Putable 4/1/06 @ 
  100), O.I.D., 
  5.80%, due April 1, 2007                     500,000     491,548      513,125
OHIO
Ohio Bldg. Auth. Ref. (State Correctional 
  Facilities), Series A, O.I.D., 
  4.20%, due October 1, 2000                   500,000     455,896      480,625
RHODE ISLAND
Rhode Island Depositors Economic 
  Protection Corp. Special Obligation 
  (MBIA Insured), Series A
  (Pre-refunded 8/1/01 @ 102),
  7.50%, due August 1, 2014                    500,000      514,856     579,375
Rhode Island Industrial Facility Corp. 
  Pollution Control Rev. (Inge Co.) 
  (SBA Guaranteed) 
  (Callable 8/30/95 @ 101),
  9.125%, due October 1, 2000                   100,000      88,681     101,625
TEXAS
Harris Cnty. Toll Road Ref. (FGIC 
  Insured) (Callable 8/15/04 @ 102; 
  Optional Putable 8/15/06 @ 100), O.I.D., 
  5.00%, due August 15, 2016                   500,000     432,479      435,625
Houston Hotel Occupancy Tax Receipts Rev. 
  (FGIC Insured), Series A (Callable 
  7/1/01 @ 100),
  7.00%, due July 1, 2009                      500,000     531,694      561,875
Lewisville Independent School Dist. 
  (PSF Guaranteed) (Callable 8/15/07 
  @ 100), O.I.D., 
  5.50%, due August 15, 2017                   500,000     469,564      474,375
Texas Public Finance Auth. Bldg. Rev.
  (AMBAC Insured), Series A (Callable 
  2/1/05 @ 100),
  6.00%, due February 1, 2008                  500,000     497,841      512,500
UTAH
Intermountain Power Agency, Utah Power 
  Supply Rev. Ref., Series D (Callable 
  7/1/97 @ 102),
  8.625%, due July 1, 2021                      500,000     536,328     550,000
VIRGINIA
Danville Industrial Dev. Auth. Hospital Rev. 
  (Danville Regional Medical Center) 
  (FGIC Insured) (Callable 10/1/04 @ 
  101), O.I.D., 
  6.375%, due October 1, 2014                   500,000      495,240    520,000
Fairfax Cnty. Water Auth. Rev. 
  (Callable 4/1/04 @ 102), O.I.D., 
  5.00%, due April 1, 2016                      500,000      476,679    441,250
Prince William Cnty. Service Auth. Water 
  & Sewer System Rev. Ref. (FGIC Insured) 
  (Callable 7/1/03 @ 102), O.I.D., 
  4.75%, due July 1, 2008                       500,000      415,706    450,625
WASHINGTON
Port of Longview Industrial Dev. Control 
  (Atlantic Richfield Co.) (Callable 
  9/1/98 @ 100), 
  10.75%, due September 1, 2012                 250,000      255,865    255,938
Washington GO, Series B & AT-7,
	6.25%, due June 1, 2010                 500,000      525,516    525,625
Washington Public Power Supply System 
  Nuclear Project #2 Rev. Ref., Series 94 A 
  (Callable 7/1/04 @ 102), O.I.D.,
  5.375%, due July 1, 2011                      500,000      493,376    456,875

TOTAL INVESTMENTS - 98.68%                              $ 26,928,221 27,686,338


Other assets less liabilities - 1.32%                                   369,642


TOTAL NET ASSETS - 100.00%
(equivalent to $8.67 per share; 
50,000,000 shares of $0.10 par value 
capital shares authorized; 3,237,433 shares outstanding)           $ 28,055,980


For federal income tax purposes, the identified cost of investments owned at 
June 30, 1995 was $26,928,221.

Net unrealized appreciation for federal income tax purposes was $758,117, 
which is comprised of unrealized appreciation of $1,080,776 and unrealized 
depreciation of $322,659.

See accompanying Notes to Financial Statements.
<PAGE>


STATEMENT OF NET ASSETS
June 30, 1995
PORTFOLIO S - SHORTER TERM 
					
					       PRINCIPAL               MARKET
STATE/TERRITORY DESCRIPTION                     AMOUNT         COST    VALUE
ALABAMA
Alabama Corrections Institution Finance 
  Auth. Rev. (MBIA Insured), Series A, 
  4.65%, due April 1, 2001                 $   500,000 $   495,215 $   492,500
ARIZONA
Lake Havasu City Municipal Property 
  Corp. Facilities Rev. (MBIA Insured), 
  Series A (Callable 6/1/96 @ 101),
  6.30%, due June 1, 1999                      500,000     500,000     511,875
CALIFORNIA
Sacramento Cnty. Tax & Rev. Anticipation 
  Notes,
  4.75%, due October 4, 1996                 1,000,000   1,007,110   1,011,780
San Buenaventura Water Rev. Ref. 
  (AMBAC Insured),
  4.40%, due October 1, 2003                   400,000     397,345     375,500
San Diego Cnty. Regional Transportation 
  Commission Sales Tax Rev. (FGIC 
  Insured), Series A,
  6.00%, due April 1, 2004                     500,000     531,356     526,875
Ventura Cnty. Tax Anticipation Notes, 
  4.50%, due August 1, 1995                    500,000     500,315     500,165
DELAWARE
Delaware Transportation Auth. 
  System Rev., O.I.D.,
  5.40%, due July 1, 1996                     500,000      500,295     506,875
DISTRICT OF 
COLUMBIA
Dist. of Columbia GO, Series A,
  5.75%, due June 1, 2003                     500,000      494,335     485,000
FLORIDA
Florida Municipal Power Agency Rev. Ref. 
  (Stanton II) (AMBAC Insured), 
  4.35%, due October 1, 2002                  240,000     240,000      227,400 
Florida Sunshine Skyway Rev. Ref.,
  6.00%, due July 1, 1996                     500,000     501,293      508,750
GUAM
Guam Government Limited Obligation Hwy.
  (Capital Guaranty), Series A,
  5.75%, due May 1, 2001                      500,000     494,845      522,500
Guam Power Auth. Rev., Series A,
  5.00%, due October 1, 2002                  500,000     498,529      480,000
HAWAII
Hawaii GO, Series BU,
  7.00%, due November 1, 1995                 500,000     505,288      505,305
ILLINOIS
Illinois Finance Auth. Industrial 
  Dev. Rev. (Citizens Utility Co.) 
  (Mandatory Redemption 8/1/97 @ 100),
  7.10%, due August 1, 2025                   250,000     250,000      260,625
Illinois GO (Callable 12/1/96 @ 102),
  5.90%, due December 1, 1998                 500,000     505,862      518,125 
INDIANA
Indianapolis Line of Credit Public 
  Improvement Bond Bank, Series D,
  5.70%, due February 1, 2000                 250,000     247,090      256,875
MARYLAND
Prince Georges Cnty. GO,
  5.60%, due July 1, 1995                     500,000     480,815      500,015
MASSACHUSETTS
Massachusetts Health & Educational 
  Facilities Auth. Rev. (Medical Center 
  of Central Massachusetts)
  (AMBAC Insured), Series B,
  5.00%, due July 1, 1997                     500,000     498,950      505,625
Massachusetts Health & Educational 
  Facilities Auth. Rev. (New England 
  Deaconess Hospital), Series D,
  5.80%, due April 1, 1998                    500,000     497,500      507,500
Massachusetts Health & Educational 
  Facilities Auth. Rev. (Winchester 
  Hospital) (Connie Lee Insured), Series D, 
  5.10%, due July 1, 2001                     500,000     498,725      499,375
Massachusetts Housing Finance Agency 
  Projects (AMBAC Insured), Series A,
  5.35%, due April 1, 2003                    500,000     500,000      498,125
Massachusetts Municipal Wholesale 
  Electric Co. Power Supply System 
  Rev., Series D, 
  5.70%, due July 1, 2001                     500,000     491,455      511,250
Massachusetts Water Resources Auth., 
  Series 90 A,
  7.00%, due April 1, 1999                    500,000     496,620      536,875
MICHIGAN
Wayne Cnty. Airport Rev. (AMBAC Insured), 
  Series B (Pre-refunded 12/1/00 @ 102), 
  7.00%, due December 1, 2010               1,000,000   1,111,396    1,128,750
MINNESOTA
Minneapolis & St. Paul Housing & 
  Redevelopment Auth. Health Care 
  System Rev. (Healthspan) 
  (AMBAC Insured), Series A, 
  4.50%, due November 15, 2001                500,000     502,259      485,000
Minnesota GO,
  7.00%, due August 1, 1995                   500,000     500,240      501,245
MISSOURI
Jackson Cnty. Industrial Dev. Auth. 
  Health Care Corp. Rev. (St. Joseph 
  Health Center) (MBIA Insured),
  4.60%, due July 1, 2001                     500,000     497,991      488,750
Sikeston Electric Rev. Ref. 
  (MBIA Insured), 
  5.80%, due June 1, 2002                     500,000     494,380      523,125
NEVADA
Clark Cnty. School Dist., Series A,
  7.20%, due March 1, 1998                    500,000     503,537      530,625
NEW HAMPSHIRE
New Hampshire GO Capital Improvement 
  (College Savings Bond Program), O.I.D., 
  0.00%, due August 1, 1996                   500,000     466,157      478,125
NEW JERSEY
Montclair Township GO Ref.,
  3.80%, due January 1, 1999                  500,000     496,847      481,875
NEW MEXICO
Albuquerque Hospital Rev. Ref. 
  (MBIA Insured), Series A, O.I.D., 
  5.60%, due August 1, 1999                   500,000     498,249      516,875
Las Cruces School Dist. (MBIA Insured), 
  6.125%, due August 1, 2000                  500,000     497,835      526,875
NEW YORK
Battery Park City Auth. Rev. Ref., 
  Series A,
  6.00%, due November 1, 2003                 500,000     532,563      525,625 
New York Dormitory Auth. Rev. 
  (City Univ.), Series U,
  4.90%, due July 1, 1996                     500,000     500,000      500,625
New York Medical Care Facilities 
  Finance Agency Rev. Ref. (Mental 
  Health Services), Series F,
  6.00%, due August 15, 2002                  500,000     525,108      511,875
New York Medical Care Facilities Finance 
  Agency Rev. (Surgical Hospital) 
  (FHA Insured), Series A,
  5.40%, due August 15, 2004                  500,000     500,000      503,750
New York Thruway Auth. Service Contract Rev.
  (MBIA Insured),
  5.375%, due April 1, 2004                   500,000     497,452      508,750
NORTH CAROLINA
Franklin Cnty. Certificates of 
  Participation, 
  5.60%, due June 1, 1998                     500,000     500,000      513,750
Greensboro Public Improvement GO,
  6.00%, due March 1, 1997                    500,000     514,575      513,750
North Carolina Eastern Municipal  
  Power Agency System Rev. Ref., 
  Series 93 B, 
  5.375%, due January 1, 2001                 500,000     496,005      495,625
OHIO
Hamilton Electric System Mortgage Rev. Ref. 
  (FGIC Insured), Series A,
  4.50%, due October 15, 1996                 500,000     499,090      500,625
Ohio Special Obligation (AMBAC Insured), 
  Series A,
  5.55%, due June 1, 2000                     500,000     500,000      513,750
PUERTO RICO
Puerto Rico Commonwealth Hwy. & 
  Transportation Auth. 
  Rev. Ref., Series V, 
  6.10%, due July 1, 2001                    250,000      248,285      262,188
Puerto Rico Electric Power Auth. 
  Rev. Ref., Series Q, 
  5.30%, due July 1, 1998                    500,000      497,525      506,250
RHODE ISLAND
Rhode Island Depositors Economic 
  Protection Corp. Special Obligation 
  (FSA Insured), Series A, 
  5.60%, due August 1, 1998                  500,000     498,675       512,500
SOUTH CAROLINA
South Carolina GO, O.I.D., 
  4.20%, due April 1, 2002                   500,000     465,682       480,625
TENNESSEE
Tennessee Housing Dev. Agency 
  Mortgage Finance, Series A,
  4.95%, due July 1, 2000                    500,000     502,179       495,625
TEXAS
Port Arthur Navigation Dist. 
  Pollution Control Rev. 
  Ref. (Texaco Inc.), Fltg. Rate,
  4.25%, due October 1, 2024                 200,000     200,000       200,000
San Antonio Water Rev. 
  (Pre-refunded 5/1/00 @ 49.8), O.I.D.,
  0.00%, due May 1, 2010                   1,250,000     493,725       493,750
UTAH
Intermountain Power Agency Power 
  Supply Rev., Series F,
  6.40%, due July 1, 1996                    500,000     502,793       510,000
VIRGINIA
Chesterfield Cnty. Certificates of 
  Participation
  (Pre-refunded 12/15/96 @ 102), 
  7.45%, due June 15, 1997                   500,000     507,639       533,125
Stafford Cnty. Certificates of 
  Participation (AMBAC Insured),
  4.15%, due November 1, 2000                500,000     496,526       481,875
Upper Occoquan Sewer Auth. Regional 
  Rev. Ref. (AMBAC Insured),
  5.35%, due July 1, 2002                    500,000     496,215       513,125
WASHINGTON
Port Seattle Rev. Ref. (AMBAC Insured), 
  Series A, 
  4.80%, due April 1, 1999                   500,000     501,600       499,375
Washington Public Power Supply System 
  Nuclear Project #2 Rev. Ref., Series A, 
  4.65%, due July 1, 1996                    500,000     500,225       501,250
Washington Public Power Supply System 
  Nuclear Project #3 Rev. Ref., Series A,
  7.00%, due July 1, 1996                    500,000     500,000       511,250
WISCONSIN
Milwaukee Metropolitan Sewer Dist. 
  GO, Series A, 
  7.00%, due September 1, 2000               500,000     539,538       550,625

TOTAL INVESTMENTS - 102.43%                         $ 28,717,234    29,049,848


Other assets less liabilities - (2.43%)                               (690,208)


TOTAL NET ASSETS - 100.00%
  (equivalent to $10.71 per share; 
  50,000,000 shares of $0.10 par value 
  capital shares authorized; 
  2,647,241 shares outstanding)                                  $  28,359,640




For federal income tax purposes, the identified cost of investments owned at 
June 30, 1995 was $28,717,234.

Net unrealized appreciation for federal income tax purposes was $332,614, 
which is comprised of unrealized appreciation of $490,422 and unrealized 
depreciation of $157,808.

See accompanying Notes to Financial Statements.
<PAGE>

STATEMENT OF NET ASSETS
June 30, 1995
PORTFOLIO MM - MONEY MARKET 
					
					    PRINCIPAL                 MARKET
STATE   DESCRIPTION                          AMOUNT        COST       VALUE
ALABAMA
Mobile Industrial Dev. Board Solid 
  Waste Disposal Rev. (Scott Paper 
  Co.), Series C (LOC: Morgan Guaranty 
  Trust Co.), Fltg. Rate, 
  4.05%, due December 1, 2019             $    200,000 $    200,000 $   200,000
Mobile Industrial Dev. Board Solid 
  Waste Disposal Rev. (Scott Paper 
  Co.), Series D (LOC: Swiss Bank Corp.), 
  Fltg. Rate, 4.05%, due December 1, 2019      400,000      400,000     400,000
Mobile Industrial Dev. Board Solid Waste 
  Disposal Rev. (Scott Paper Co.), 
  Series E (LOC: Swiss Bank Corp.), 
  Fltg. Rate, 4.05%, due December 1, 2019      200,000      200,000     200,000
COLORADO
Denver City & Cnty. GO,
  5.00%, due October 1, 1995                   200,000      200,389     200,389 
Platte River Power Auth. Electric 
  Rev., Series S-1 (SBPA: Morgan Guaranty 
  Trust Co.) (Mandatory Redemption 
  9/6/95 @ 100), 
  4.20%, due June 1, 2018                      400,000      400,000     400,000
CONNECTICUT
Connecticut GO, Series B,
  4.90%, due November 15, 1995                 200,000      200,360     200,360
Connecticut Special Assessment 
  Unemployment Compensation Adv. Fund 
  Rev., Series C (FGIC Insured) (Optional 
  Putable 7/1/96 @ 100),
  3.90%, due November 15, 2001                 500,000      500,000     500,000
DELAWARE
Wilmington Hospital Rev. (Franciscan Health), 
  Series A (LOC: Toronto-Dominion Bank), 
  Fltg. Rate, 4.35%, due July 1, 2011          200,000      200,000     200,000
FLORIDA
Florida Municipal Power Agency 
  Tax-Exempt Commercial Paper, Series A 
  (LOC: First Union),
  3.50%, due August 11, 1995                   400,000      400,000     400,000
Gainsville Utilities System Tax-Exempt 
  Commercial Paper, Series C (Line: 
  Bank of America; Sun Bank),
  3.80%, due August 15, 1995                   400,000      400,000     400,000
Jacksonville Tax-Exempt Commercial Paper
  (Line: Morgan Guaranty Trust Co.),
  3.65%, due July 26, 1995                     600,000      600,000     600,000
GEORGIA
Burke Cnty. Dev. Auth. Pollution Control 
  Rev. (Oglethorpe Power) (FGIC Insured), 
  Series A (Line: Credit Locale de France), 
  Fltg. Rate, 4.15%, due January 1, 2019       500,000      500,000     500,000
Burke Cnty. Dev. Auth. Pollution Control Rev.  
  (Georgia Power Co.), 5th Series, 
  Fltg. Rate, 4.25%, due July 1, 2024          400,000      400,000     400,000
Georgia Municipal Gas Auth. Rev., 
  Series D (LOC: Wachovia) 
  (Mandatory Redemption 7/12/95 @ 100),
  3.85%, due January 1, 2001                   300,000      300,000     300,000
Savannah Downtown Dev. Auth. Rev. 
  (Parking Facilities Project)
  (SBPA: National Westminster Bank),
  Fltg. Rate, 4.25%, due September 1, 2000     200,000      200,000     200,000
HAWAII
Hawaii Dept. of Budget & Finance Special 
  Purpose Mortgage Rev. (Kaiser Permanente), 
  Series 84 B
  (Optional Putable 9/1/95 @ 100),
  4.20%, due March 1, 2014                     200,000      200,000     200,000
INDIANA
Sullivan Pollution Control Rev. 
  (Hoosier Energy), Series 85L-1 (Guaranty: 
  National Rural Util. Coop.) (Mandatory 
  Redemption 7/11/95 @ 100),
  3.00%, due December 1, 2015                  250,000      250,000     250,000
KANSAS
Kansas Dept. of Transportation Hwy. 
  Rev., Series 94 B, Fltg. Rate, 
  4.15%, due September 1, 2014                 500,000      500,000     500,000
KENTUCKY
Trimble Cnty. Pollution Control Rev. 
  (Louisville Gas & Electric Co.), Series A 
  (Mandatory Redemption 8/10/95 @ 100),
  3.80%, due September 1, 2017                 400,000      400,000     400,000
LOUISIANA
Lake Charles Harbor & Terminal Dist. 
  Port Facilities Rev. (Conoco) 
  (Guaranty: Dupont), Fltg. Rate, 
  4.25%, due November 1, 2011                  200,000      200,000     200,000
Louisiana Public Facilities Auth. 
  (Sisters of Charity) (Mandatory 
  Redemption 7/13/95 @ 100),
  4.10%, due January 1, 2015                   300,000      300,000     300,000
Louisiana Offshore Terminal Auth. 
  Deepwater Port Rev. Ref. (Loop) 
  (SBPA: Union Bank of Switzerland), 
  Fltg. Rate, 4.10%, due September 1, 2006     550,000      550,000     550,000
Louisiana Recovery Dist. Sales Tax Rev. 
  (FGIC Insured) (SBPA: Swiss Bank Corp.), 
  Fltg. Rate, 4.35%, due July 1, 1997          500,000      500,000     500,000
Louisiana Recovery Dist. Sales Tax Rev. 
  (MBIA Insured) (SBPA: Swiss Bank Corp.), 
  Fltg. Rate, 4.35%, due July 1, 1998          200,000      200,000     200,000
MARYLAND
Howard Cnty. Bond Anticipation Notes 
  Tax-Exempt Commercial Paper (LOC: 
  Swiss Bank Corp.),
  3.60%, due September 8, 1995                 400,000      400,000     400,000
MASSACHUSETTS
Massachusetts Health & Educational 
  Facilities Auth. Rev. (Harvard Univ.), 
  Series L (Mandatory Redemption
  9/12/95 @ 100), 
  3.30%, due January 1, 2024                   200,000      200,000     200,000
MINNESOTA
Rochester Health Care Facilities Rev. 
  (Mayo Foundation/Mayo Medical Center), 
  Series E (SBPA: Credit Suisse Bank) 
  (Mandatory Redemption 8/21/95 @ 100), 
  4.15%, due November 15, 2016                 600,000      600,000     600,000
MISSISSIPPI
Jackson Cnty. Port Auth. Facility Rev. 
  Ref. (Chevron Corp.), Series 93,
  Fltg. Rate, 4.20%, due June 1, 2023          600,000      600,000     600,000
MISSOURI
Kansas City School Dist. Building Corp. 
  Insured Leasehold Rev. (FGIC Insured), 
  Series A, 6.80%, due February 1, 1996        270,000      274,321     274,321
NEVADA
Clark Cnty. Airport Improvement Rev., 
  Series 95 A-1 (LOC: Toronto-Dominion 
  Bank), Fltg. Rate,
  4.15%, due July 1, 2025                      300,000      300,000     300,000
NEW MEXICO
Albuquerque Airport Rev. Ref. 
  (AMBAC Insured), Series 95 (SBPA: 
  Canadian Imperial Bank of Commerce), 
  Fltg. Rate, 4.15%, due July 1, 2014          300,000      300,000     300,000
PENNSYLVANIA
Pennsylvania Higher Educational 
  Facilities Auth. Health Services 
  Rev. (Univ. of Pennsylvania), 
  Series 94 B, Fltg. Rate, 
  4.05%, due January 1, 2024                   400,000      400,000     400,000
SOUTH CAROLINA
South Carolina GO, Series T,
  6.40%, due August 1, 1995                    250,000      250,459     250,459
TEXAS
Austin Utility System Rev. 
  (Pre-refunded 11/15/95 @ 102),
  10.00%, due November 15, 1999                200,000      208,748     208,748
Calhoun Cnty. Navigation Industrial 
  Dev. Auth. Pollution Control Rev. 
  Ref. (ALCOA), Series 87 (LOC: Credit 
  Suisse Bank), Fltg. Rate, 
  4.20%, due March 1, 2001                     300,000      300,000     300,000
Grapevine Industrial Dev. Corp. 
  Rev. (American Airlines), Series A-1 
  (LOC: Morgan Guaranty Trust Co.),
  Fltg. Rate, 4.35%, due December 1, 2024      100,000      100,000     100,000
Grapevine Industrial Dev. Corp. Rev. 
  (American Airlines), Series A-4 (LOC: 
  Morgan Trust Guaranty Co.), Fltg. Rate, 
  4.35%, due December 1, 2024                  100,000      100,000     100,000
Harris Cnty. Industrial Dev. Corp. 
  Pollution Control Rev. (Exxon 
  Corp.), Series 84 B, Fltg. Rate, 
  4.25%, due March 1, 2024                     100,000      100,000     100,000
North Central Health Facility Dev. 
  Corp. Rev. (Presbyterian Medical 
  Center) (MBIA Insured), Series C 
  (SBPA: NationsBank NC), Fltg. Rate, 
  4.35%, due December 1, 2015                  200,000      200,000     200,000
North Central Health Facilities Dev. 
  Corp. Rev. (Presbyterian Medical 
  Center) (MBIA Insured), Series D 
  (SBPA: NationsBank NC), Fltg. Rate, 
  4.35%, due December 1, 2015                  400,000      400,000     400,000
Port Arthur Navigation Dist. Pollution 
  Control Rev. Ref. (Texaco Inc.), 
  Fltg. Rate, 4.25%, due October 1, 2024       200,000      200,000     200,000
Southwest Higher Education Auth. Inc. 
  Rev. (Southern Methodist Univ.) (LOC: 
  Morgan Guaranty Trust Co.), Fltg. Rate, 
  4.20%, due July 1, 2015                      300,000      300,000     300,000
UTAH
Intermountain Power Agency Power Supply 
  Rev., Series 85 F (SBPA: Bank of America)
  (Optional Putable 9/15/95 @ 100),
  4.15%, due July 1, 2015                      300,000      300,000     300,000
Intermountain Power Agency Power Supply Rev., 
  Series 85 F (SBPA: Bank of America) 
  (Optional Putable 6/17/96 @ 100),
  3.80%, due July 1, 2021                      250,000      250,000     250,000
Salt Lake Water & Sewer Rev. Ref. 
  (AMBAC Insured),
  7.15%, due February 1, 1996                  200,000      203,357     203,357
Salt Lake Pollution Control Rev. Ref.
  (British Petroleum),  
  Fltg. Rate, 4.25%, due February 1, 2008      400,000      400,000     400,000
WASHINGTON
Seattle Municipal Light & Power Rev.
  (SBPA: Morgan Guaranty Trust Co.), 
  Fltg. Rate, 4.00%, due November 1, 2018      200,000      200,000     200,000
Washington Public Power Supply System 
  Nuclear Project #1 Rev. Ref., Series 1A-1
  (LOC: Bank of America), Fltg. Rate, 
  4.20%, due July 1, 2017                      300,000      300,000     300,000
WISCONSIN
Oak Creek Pollution Control Rev.
  (Wisconsin Electric Power Co.), 
  Series 86, Fltg. Rate, 
  4.10%, due August 1, 2016                    400,000      400,000     400,000
Sheboygan Pollution Control Rev.
  (Wisconsin Power & Light Co.),
  Fltg. Rate, 4.25%, due August 1, 2014        200,000      200,000     200,000
WYOMING
Lincoln Cnty. Pollution Control Rev. 
  (Exxon Corp.), Series C,
  Fltg. Rate, 4.25%, due November 1, 2014      100,000      100,000     100,000
Lincoln Cnty. Pollution Control Rev. 
  (Exxon Corp.), Series 85,
  Fltg. Rate, 4.20%, due August 1, 2015        300,000      300,000     300,000

TOTAL INVESTMENTS - 102.35%                            $ 16,087,634  16,087,634 

Other assets less liabilities - (2.35%)                                (369,341)


TOTAL NET ASSETS - 100.00%
  (equivalent to $1.00 per share; 100,000,000 
  shares of $0.10 par value 
  capital shares authorized; 
  15,712,300 shares outstanding)                                   $ 15,718,293





For federal income tax purposes, the identified cost of investments owned 
at June 30, 1995 was $16,087,634.


	Line (Line of Credit)
	LOC (Letter of Credit)
	SBPA (Stand by Purchase Agreement)

See accompanying Notes to Financial Statements.

<PAGE>

STATEMENT OF ASSETS
AND LIABILITIES
June 30, 1995   
<TABLE>                
<CAPTION>
		
						     PORTFOLIO L    PORTFOLIO S   PORTFOLIO MM            
<S>                                                  <C>            <C>           <C>
ASSETS:
Investment securities, at market value 
  (identified cost of $26,928,221, 
  $28,717,234 and $16,087,634, respectively)         $  27,686,338  $ 29,049,848  $ 16,087,634
Cash                                                         -             -            15,469
Interest receivable                                        526,534       485,293       115,190
    Total assets                                        28,212,872    29,535,141    16,218,293
LIABILITIES AND NET ASSETS:
Cash overdraft                                             156,288       168,191         -
Payable for investments purchased                            -         1,007,110       500,000
Payable to shareholders                                        604           200         -

    Total liabilities                                      156,892     1,175,501       500,000
NET ASSETS                                            $ 28,055,980  $ 28,359,640  $ 15,718,293


NET ASSETS CONSIST OF:
Capital (capital stock and paid-in capital)           $ 27,833,210  $ 28,088,673  $ 15,713,678
Accumulated undistributed net realized gain 
  (loss) on investments                                   (535,347)      (61,647)        4,615
Net unrealized appreciation in value of investments                      758,117       332,614                 _
NET ASSETS APPLICABLE TO OUTSTANDING SHARES           $ 28,055,980  $ 28,359,640  $ 15,718,293


Capital shares, $0.10 par value
	Authorized                                      50,000,000    50,000,000   100,000,000

	Outstanding                                      3,237,433     2,647,241    15,712,300

NET ASSET VALUE PER SHARE                             $       8.67  $      10.71  $       1.00

See accompanying Notes to Financial Statements.

</TABLE>
<PAGE>

STATEMENT OF OPERATIONS
Year Ended June 30, 1995        
<TABLE>        
<CAPTION>
								PORTFOLIO L     PORTFOLIO S     PORTFOLIO MM            
<S>                                                            <C>            <C>              <C>
INVESTMENT INCOME:                                             
Income:
  Interest                                                      $  1,690,144  $  1,514,283     $     518,784
Expenses:
  Management fees (Note 3)                                           267,825       272,253            73,576
  Registration fees and other expenses                                18,294        18,190            10,202
								     286,119       290,443            83,778
    Net investment income                                          1,404,025     1,223,840           435,006

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 1):
	
Realized gain (loss) from investment transactions 
  (excluding repurchase agreements):                
  Proceeds from sales of investments                              11,200,753     9,889,405        68,426,525
  Cost of investments sold                                        11,775,586     9,902,372        68,426,525
    Net realized gain (loss) from investment transactions           (574,833)      (12,967)            -
Unrealized appreciation (depreciation) on investments:    
  Beginning of year                                                 (324,253)       81,831             -
  End of year                                                        758,117       332,614             -
    Increase in net unrealized appreciation on investments         1,082,370       250,783             -
      Net gain on investments                                        507,537       237,816             -
    Increase in net assets resulting from operations           $   1,911,562  $  1,461,656     $     435,006


See accompanying Notes to Financial Statements.


</TABLE>
<PAGE>

STATEMENTS OF CHANGES
IN NET ASSETS
For The Two Years Ended June 30, 1995
<TABLE>        
<CAPTION>
       
		
								     PORTFOLIO L     PORTFOLIO S     PORTFOLIO MM            INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
<S>                                                                  <C>             <C>             <C>
Net investment income                                                $  1,543,486    $  1,221,906    $    235,158
Net realized gain from investment transactions                            502,510          16,311           1,592
Decrease in net unrealized appreciation on investments                 (2,464,259)     (1,073,552)          -
  Net increase (decrease) in net assets resulting from operations        (418,263)        164,665         236,750
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income                                                 (1,543,486)      (1,221,906)       (235,158)
Net realized gain from investment transactions                        (1,445,552)        (157,281)          -
  Total distributions to shareholders                                 (2,989,038)      (1,379,187)       (235,158)
INCREASE (DECREASE) FROM CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold, 584,067(L), 930,730(S), 20,790,620(MM)      5,239,061       10,257,258      20,790,642
Net asset value of shares issued for reinvestment of distributions,
  198,544(L), 77,426(S), 203,529(MM)                                   1,828,167          845,646         203,529
								       7,067,228       11,102,904      20,994,171
Cost of shares redeemed, 924,140(L), 708,846(S), 15,572,728(MM)       (8,357,281)      (7,750,942)    (15,572,728)
  Net increase (decrease) from capital share transactions             (1,290,053)       3,351,962       5,421,443
    Total increase (decrease) in net assets                           (4,697,354)       2,137,440       5,423,035
NET ASSETS - June 30, 1993                                            34,234,712       26,454,666       9,473,203
NET ASSETS - June 30, 1994                                          $ 29,537,358     $ 28,592,106    $ 14,896,238

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income                                               $  1,404,025     $  1,223,840    $    435,006
Net realized gain (loss) from investment transactions                   (574,833)         (12,967)          -
Increase in net unrealized appreciation on investments                 1,082,370          250,783           -
  Net increase in net assets resulting from operations                 1,911,562        1,461,656         435,006
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income                                                 (1,404,025)      (1,223,840)       (435,006)
Net realized gain from investment transactions                           (65,946)         (15,040)         (1,592)
  Total distributions to shareholders                                 (1,469,971)      (1,238,880)       (436,598)
INCREASE (DECREASE) FROM CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold, 295,147(L), 308,389(S), 29,790,951(MM)      2,494,554        3,278,080      29,790,961
Net asset value of shares issued for reinvestment of distributions,
  102,507(L), 75,054(S), 387,363(MM)                                     865,434          795,502         387,363
								       3,359,988        4,073,582      30,178,324
Cost of shares redeemed, 626,791(L), 428,910(S), 29,354,669(MM)       (5,282,957)      (4,528,824)    (29,354,677)
  Net increase (decrease) from capital share transactions             (1,922,969)        (455,242)        823,647
  Total increase (decrease) in net assets                             (1,481,378)        (232,466)        822,055
NET ASSETS - June 30, 1994                                            29,537,358       28,592,106      14,896,238
NET ASSETS - June 30, 1995                                          $ 28,055,980     $ 28,359,640    $ 15,718,293

See accompanying Notes to Financial Statements.

</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940, as amended, 
as a diversified open-end management investment company. Its shares are 
currently issued in three series with each series, in effect, representing a 
separate Fund. The following is a summary of significant accounting policies 
consistently followed by the Fund in the preparation of its financial 
statements.

Investments - Securities held in the short-term and long-term portfolios are 
valued at the market value on the last business day of the period as 
determined by an independent pricing service. Short-term notes and the money 
market portfolio are valued at amortized cost which approximates market value. 
Investment transactions are recorded on the trade date. Investment income and 
dividends to shareholders are recorded daily and dividends are distributed 
monthly. Realized gains and losses from investment transactions and unrealized 
appreciation and depreciation of investments are reported on the identified 
cost basis.

Federal and State Taxes -  The Fund's policy is to comply with the requirements 
of the Internal Revenue Code applicable to regulated investment companies and 
to distribute all of its taxable income to its shareholders. Therefore, no 
provision for federal or state tax is required.

2. PURCHASES AND SALES OF SECURITIES:
The aggregate amounts of security transactions during the year ended 
June 30, 1995 (excluding repurchase agreements), were as follows:
Portfolio L
	Purchases               $       9,478,555
	Proceeds from sales            11,200,753
Portfolio S
	Purchases               $       9,768,000
	Proceeds from sales             9,889,405
Portfolio MM
	Purchases               $       69,168,220
	Proceeds from sales             68,426,525

3. MANAGEMENT FEES:
Management fees, which include all normal expenses of the Fund other than 
taxes, fees and other charges of governmental agencies for qualifying the 
Fund's shares for sale, special legal fees, interest and brokerage 
commissions, are paid to Jones & Babson, Inc., an affiliated company. These 
fees are based on average daily net assets of the portfolios at the annual 
rate of .95 of one percent of net assets of Portfolio L and Portfolio S and 
 .50 of one percent of net assets of Portfolio MM. Certain officers and/or 
directors of the Fund are also officers and/or directors of Jones & Babson, 
Inc.

<PAGE>

FINANCIAL HIGHLIGHTS 

The following table sets forth information as to capital and income changes 
for a share outstanding for each of the five years in the period ended 
June 30, 1995:                                     

PORTFOLIO L                               1995    1994    1993    1992    1991
Net asset value, beginning of year     $  8.52 $  9.49 $  9.04 $  8.74 $  8.63
Income from investment operations:
  Net investment income                   0.42    0.43    0.46    0.52    0.54
  Net gains (or losses) on securities 
    (both realized and unrealized)        0.17    (0.56)  0.57    0.57    0.11
    Total from Investment Operations      0.59    (0.13)  1.03    1.09    0.65
Less distributions:
  Dividends from net investment income   (0.42)  (0.43)  (0.46)  (0.52)  (0.54)
  Distributions from capital gains       (0.02)  (0.41)  (0.12)  (0.27)     -  
    Total Distributions                  (0.44)  (0.84)  (0.58)  (0.79)  (0.54)
Net asset value, end of year            $  8.67 $ 8.52  $ 9.49 $  9.04 $  8.74

Total Return                                7%       (2%)   12%     13%     8%

Ratios/Supplemental Data
Net assets, end of year (in millions)   $    28 $    30 $   34 $  30   $   29
Ratio of expenses to average net assets   1.02%   1.02%   1.00%   0.99%   0.98%
Ratio of net investment income to 
  average net assets                      4.98%   4.73%   5.03%   5.73%   6.22%
Portfolio turnover rate                     34%     53%    126%   128%    116%

				      
PORTFOLIO S                               1995    1994    1993    1992    1991
Net asset value, beginning of year      $10.62  $ 11.05 $10.78  $10.54  $10.44
Income from investment operations:
  Net investment income                   0.45    0.46    0.50    0.55    0.59
  Net gains (or losses) on securities 
    (both realized and unrealized)        0.10    (0.37)  0.29    0.36    0.21
    Total from Investment Operations      0.55    0.09    0.79    0.91    0.80
Less distributions:
  Dividends from net investment income   (0.45)  (0.46)  (0.50)  (0.55)  (0.59)
  Distributions from capital gains       (0.01)  (0.06)  (0.02)  (0.12)  (0.11)
    Total Distributions                  (0.46)  (0.52)  (0.52)  (0.67)  (0.70)
Net asset value, end of year            $10.71  $10.62  $11.05  $10.78  $10.54

Total Return                                5%      1%      8%      9%      8%

Ratios/Supplemental Data
Net assets, end of year (in millions)   $   28  $   29  $   26  $  22   $  18
Ratio of expenses to average net assets   1.01%   1.02%   1.00%   1.00%   0.99%
Ratio of net investment income to 
  average net assets                      4.28%   4.22%   4.58%   5.14%   5.57%
Portfolio turnover rate                     34%     21%     47%     81%     98%

				      
PORTFOLIO MM                              1995    1994    1993    1992    1991
Net asset value, beginning of year     $  1.00 $  1.00 $  1.00 $  1.00 $  1.00
Income from investment operations:
  Net investment income                   0.03    0.02    0.02    0.03    0.05
Less distributions:
  Dividends from net investment income   (0.03)  (0.02)  (0.02)  (0.03)  (0.05)
Net asset value, end of year           $  1.00 $  1.00 $  1.00 $  1.00 $  1.00

Total Return                                3%      2%      2%      3%      5%

Ratios/Supplemental Data
Net assets, end of year (in millions)   $   16 $    15 $    9  $  10    $   10
Ratio of expenses to average net assets   0.59%   0.57%   0.56%   0.55%   0.54%
Ratio of net investment income to 
average net assets                        3.07%   1.99%   2.18%   3.40%   4.82%


See accompanying Notes to Financial Statements.

<PAGE>
REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
D.L. Babson Tax-Free Income Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, 
including the statement of net assets, of D.L. Babson Tax-Free Income Fund, 
Inc. (a Maryland corporation, comprising, respectively, Portfolio L, 
Portfolio S and Portfolio MM), as of June 30, 1995, and the related statement 
of operations for the year then ended, the statements of changes in net assets 
for each of the two years in the period then ended, and the financial 
highlights for each of the five years in the period then ended. These 
financial statements and financial highlights are the responsibility of the 
Fund's management. Our responsibility is to express an opinion on these 
financial statements and 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 and the financial highlights. Our procedures 
included confirmation of securities owned as of June 30, 1995, by 
correspondence with the custodian and brokers. An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement and the 
financial highlights presentation. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred 
to above present fairly, in all material respects, the financial position of 
each of the respective portfolios constituting the D.L. Babson Tax-Free 
Income Fund, Inc. as of June 30, 1995, the results of their operations for 
the year then ended, the changes in their net assets for each of the two 
years in the period then ended, and the financial highlights for each of the 
five years in the period then ended in conformity with generally accepted 
accounting principles.
		
		ARTHUR ANDERSEN LLP
Kansas City, Missouri
August 4, 1995

This report has been prepared for the information of the Shareholders of the 
D.L. Babson Tax-Free Income Fund, Inc., and is not to be construed as an 
offering of the shares of the Fund. Shares of this Fund and of the other 
Babson Funds are offered only by the Prospectus, a copy of which may be 
obtained from Jones & Babson, Inc.



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