SCOUT MONEY MARKET FUND INC, 485BPOS, 1995-11-02

SCOUT MONEY MARKET FUND INC
485BPOS, 1995-11-02

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 25 File No. 2-78688 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 26 File No. 811-3528 [X]

SCOUT MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15 Kansas City, Missouri 64108
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)_471-5200
________________

Larry D. Armel, President, SCOUT MONEY MARKET FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1995
_____________________

It is proposed that this filing become effective:

X on October 31, 1995 pursuant to paragraph (b) of Rule 485

Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 of the
Investment Company Act of 1940, and will file its required Rule 24f-2
Notice for the Registrant's fiscal year ended June 30, 1996, by
August 30, 1996.

Please address inquiries and a carbon copy of all
and communications to: communications to:
John G. Dyer, Esq. Mark H. Plafker, Esq.
David L Babson Stradley, Ronon, Stevens & Young
Growth Fund, Inc. 2600 One Commerce Square
2440 Pershing Road, G-15 Philadelphia, PA 19103-7098
Kansas City, MO 64108 Telephone: (215) 564-8024
Telephone: (816) 471-5200
<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 25 File No. 2-79130 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 26 File No. 811-3556 [X]

SCOUT TAX-FREE MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15 Kansas City, Missouri 64108
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)_471-5200
________________

Larry D. Armel, President, SCOUT TAX-FREE MONEY MARKET FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1995
_____________________

It is proposed that this filing become effective:

X on October 31, 1995 pursuant to paragraph (b) of Rule 485

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 24 File No. 2-79131 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 25 File No. 811-3557 [X]

SCOUT STOCK FUND, INC.
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15 Kansas City, Missouri 64108
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)_471-5200
________________

Larry D. Armel, President, SCOUT STOCK FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1995
_____________________

It is proposed that this filing become effective:

X on October 31, 1995 pursuant to paragraph (b) of Rule 485

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 24 File No. 2-79132 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 25 File No. 811-3558 [X]

SCOUT BOND FUND, INC.
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15 Kansas City, Missouri 64108
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)_471-5200
________________

Larry D. Armel, President, SCOUT BOND FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1995
_____________________

It is proposed that this filing become effective:

X on October 31, 1995 pursuant to paragraph (b) of Rule 485

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 19 File No. 33-9175 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 20 File No. 811-4860 [X]

SCOUT REGIONAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15 Kansas City, Missouri 64108
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)_471-5200
________________

Larry D. Armel, President, SCOUT REGIONAL FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1995
_____________________

It is proposed that this filing become effective:

X on October 31, 1995 pursuant to paragraph (b) of Rule 485

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 7 File No. 33-58070 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 9 File No. 811-7472 [X]

SCOUT WORLDWIDE FUND, INC.
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15 Kansas City, Missouri 64108
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)_471-5200
________________

Larry D. Armel, President, SCOUT WORLDWIDE FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1995
_____________________

It is proposed that this filing become effective:

X on October 31, 1995 pursuant to paragraph (b) of Rule 485

<PAGE>

PROSPECTUS

October 31, 1995

Scout Stock Fund, Inc.
Scout Regional Fund, Inc.
Scout Bond Fund, Inc.
Scout WorldWide Fund, Inc.
Scout Money Market Fund, Inc.
Scout Tax-Free Money Market Fund, Inc.

Managed and Distributed By:
Jones & Babson, Inc.
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108

Toll-Free 1-800-996-2862

INVESTMENT OBJECTIVES

The Scout Funds were created especially for the benefit of
customers of affiliated banks of UMB Financial Corporation and
those investors who share the Funds' investment goals. All of the
Funds are no-load. Scout Stock Fund's investment objective is
long term growth of both capital and dividend income. Scout
Regional Fund's objective is long term growth of both capital and
dividend income through investment in smaller regional
companies. Scout Bond Fund's investment objective is maximum
current income consistent with its quality and maturity standards
by investing in a diversified list of fixed-income obligations. Scout
WorldWide Fund's objective is long term growth of both capital
and dividend income through investment in a diversified portfolio
of equity securities of established companies either located outside
the United States, or whose primary business is carried on outside
the country. The Fund initially intends to invest in the securities of
foreign issuers issued within the United States such as American
Depository Receipts (ADR's). The Fund intends to spread its
investments among various countries and a number of different
industries. (See "Investment Objective and Portfolio Management
Policy" on page 15 of this Prospectus. For a discussion of special
risk consideration see page 21 of this Prospectus.) Scout Money
Market Fund offers two portfolios with the objective of
maximizing income consistent with safety of principal and
liquidity. The Fund further seeks to maintain a constant net asset
value (price) of $1.00 per share. Scout Tax-Free Money Market
Fund's investment objective is maximizing income free from
federal income tax consistent with safety of principal and liquidity.
The Fund further seeks to maintain a constant net asset value
(price) of $1.00 per share by investing in short-term investment-
grade municipal securities which are exempt from federal income
tax. There are, however, no guarantees that any of the Funds'
objectives will be met, or that the $1.00 per share price of the
Money Market or Tax-Free Money Market Funds will be
maintained. The shares offered by this prospectus are not deposits
or obligations of, nor guaranteed by, UMB Bank, n.a. or any other
banking institution, nor are they federally insured by the Federal
Deposit Insurance Corporation or any other federal agency. These
shares involve investment risks, including the possible loss of the
principal amount invested.

PURCHASE INFORMATION

Minimum Investment (each Fund or Portfolio selected)
Initial Purchase $1,000 Subsequent Purchase by check $100
Subsequent Purchase by wire $500
Shares are purchased and redeemed at net asset value. There are no
sales, redemption or Rule 12b-1 distribution charges. If you need
further information, please call the Fund at the telephone number
indicated.

ADDITIONAL INFORMATION

This prospectus should be read and retained for future reference. It
contains the information that you should know before you invest.
A "Statement of Additional Information" of the same date as this
prospectus has been filed with the Securities and Exchange
Commission and is incorporated by reference. Investors desiring
additional information about the Funds may obtain a copy without
charge by writing or calling the Fund.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS
Page
Highlights 2
Fund Expenses 5
Financial Highlights 9
Investment Objective and Portfolio Management Policy 15
Repurchase Agreements 21
Risk Factors 21
Investment Restrictions 22
Performance Measures 22
How to Purchase Shares 23
Initial Investments 24
Investments Subsequent to Initial Investment 24
Telephone Investment Service 25
Automatic Monthly Investment Plan 25
How to Redeem Shares 25
Systematic Redemption Plan 28
How to Exchange Shares Between Scout Funds 28
How Share Price is Determined 29
Officers and Directors 30
Management and Investment Counsel 30
General Information and History 32
Dividends, Distributions and Their Taxation 33
Shareholder Services 35
Shareholder Inquiries 35

The Funds

The Scout Funds are a group of six open-end diversified
investment companies sponsored by Jones & Babson, Inc.
especially for customers of affiliate banks of UMB Financial
Corporation. Scout Stock Fund, Scout Regional Fund, Scout Bond
Fund, Scout Money Market Fund, Scout Tax-Free Money Market
Fund and Scout WorldWide Fund are available to any investor.
Scout Stock Fund, Inc., Scout Bond Fund, Inc. and Scout Tax-Free
Money Market Fund, Inc. were incorporated in Maryland on July
29, 1982.

Scout Money Market Fund, Inc. was incorporated in Maryland on
June 23, 1982. Scout Regional Fund, Inc. was incorporated in
Maryland on July 8, 1986, and Scout WorldWide Fund, Inc. was
incorporated in Maryland on January 7, 1993
Scout Stock Fund, Scout Regional Fund, Scout Bond Fund, Scout
Tax-Free Money Market Fund and Scout WorldWide Fund each
offer one class of non-assessable common shares with equal voting
rights.

On April 30, 1995 the Fund Group changed its name from UMB
to Scout.

Securities

Scout Money Market Fund offers its common shares in two series,
one for each of the Fund's
portfolios, Federal and Prime. Both portfolios have the same
objective but vary as to the types
of securities held.

The Funds

Scout Stock Fund will invest in a diversified list of common
stocks representing companies selected for their promise of long-
term growth of both capital and dividend income.

Scout Regional Fund will invest in a diversified list of common
stocks representing midwestern regional companies selected for
their promise of long-term growth of both capital and dividend income.

Scout Bond Fund will seek maximum current income consistent
with its quality and maturity standards by investing in a diversified list
of fixed income obligations.

Scout Money Market Fund is a convenient facility for investors to
manage their money over the short-term for the purpose of maximizing
income consistent with safety of principal and liquidity. Holdings will
be limited to domestic issues of high quality. Maturities will not
exceed one year. Average-weighted maturity in each portfolio will
not exceed 90 days.

Scout Tax-Free Money Market Fund is a convenient facility, free
of federal income tax, for investors to manage their money over the
short-term for the purpose of maximizing income consistent with safety
of principal and liquidity. Holdings will be limited to domestic issues
of high quality municipal securities. Maturities will not exceed one
year. Average-weighted maturity of the portfolio will not exceed 90 days.

Scout WorldWide Fund will invest in a diversified portfolio of
equity securities of established companies either located outside
the United States or whose primary business is carried on outside
the country.

How to Invest

Fund shares can only be purchased directly from the Funds
through their manager and principal underwriter, Jones & Babson, Inc.
Because no sales charges are added to the price of the shares, the full
amount of any purchase is invested for the benefit of the shareholder.

The minimum initial purchase is $1,000. Subsequent purchases
must be at least $100, except wire purchases which must be in the amount
of $500 or more.

Telephone Investment - You may make investments of $1,000 or
more by telephone if you have authorized such investments in your
application, or, subsequently, on a special authorization form provided
upon request.

Automatic Monthly Investment - You may elect to make monthly
investments in a constant dollar amount from your checking account
($100 minimum). The Fund will draft your checking account on the same day
each month in the amount you authorize in your application, or,
subsequently, on a special authorization form provided upon request.

Redemption

Shares of the Funds are redeemable at net asset value next
effective after receipt by the Fund of a shareholder's request in good
order. No redemption charge is made.

Exchange Privilege with Other Scout Funds

Shareholders may transfer their investment without charge to any
other Scout Fund sponsored by Jones & Babson, Inc. for UMB Financial
Corporation and its affiliates.

This exchange involves the liquidation of shares from one Fund
and a purchase of shares in the Fund to which the investment is being
transferred. This is a transaction which may or may not be taxable depending
on the shareholder's tax status.

Automatic Exchange - You may exchange shares from your
account ($100 minimum) in any of the Scout Funds to an
identically registered account in any other Fund in the Scout
Group according to your instructions. Monthly exchanges will be
continued until all shares have been exchanged or until you
terminate the Automatic Exchange authorization. A special
authorization form will be provided upon request.
Management of the Funds

The Funds are managed by Jones & Babson, Inc. which employs
UMB Bank, n.a. to assist in the investment advisory function.

The Management Fee Covers the Investment Advisory Fee and All
Other Normal Operating Costs

Jones & Babson, Inc., as manager, agrees to supply to the Funds
all normal services necessary for their functions as open-end
diversified investment companies, exclusive of taxes and other
charges of governments and their agencies (including the cost of
qualifying the Funds' shares for sale in any jurisdiction), certain
fees, dues, interest, brokerage commissions and extraordinary costs,
if any. For this it charges Scout Money Market Fund, Inc. and Scout
Tax-Free Money Market Fund, Inc. a fee based on an annual rate
of 50/100 of 1% (0.50%) of the Funds' average daily net assets.
Scout Stock Fund, Inc., Scout Regional Fund, Inc., Scout
Bond Fund, Inc. and Scout WorldWide Fund, Inc. are charged a
fee based on an annual rate of 85/100 of 1% (0.85%) of the Funds'
average daily net assets. These fees include the investment counsel
services of UMB Bank, n.a.

Although these fees are higher than the fees of most other advisers
whose charges cover only investment advisory services with all remaining
operational expenses absorbed directly by the Fund, Jones & Babson's charges
compare favorably with other advisers when all expenses to
Fund shareholders are taken into account.

Dividend Policies

Scout Stock Fund, Inc., Scout Regional Fund, Inc. and Scout
WorldWide Fund, Inc. will pay substantially all of their net
investment income semiannually, usually in June and December. It
is contemplated that substantially all of any net capital gains
realized during a fiscal year will be distributed with the fiscal year-
end dividend, with any remaining balance paid in December.
Scout Tax-Free Money Market Fund, Inc., and each Portfolio of
Scout Money Market Fund, Inc. declare a dividend every business
day, equal to substantially all of their undistributed net
investment income. The dividends declared are pro-rated daily
among the shares eligible to receive them. Daily dividends are
accumulated and paid monthly. These Funds' policies
relating to maturities make it unlikely that they will have capital
gains or losses.
Scout Bond Fund, Inc. will declare a dividend every business day,
equal to substantially all of the Fund's undistributed net
investment income. The dividend declared is pro-rated daily
among the shares eligible to receive the dividend. Daily dividends
are accumulated and paid monthly. It is contemplated that
substantially all of any net capital gains realized during a
fiscal year will be distributed with the fiscal year-end dividend,
with any remaining balance paid in December.
Taxes

The Funds will distribute substantially all of their net income each
year in order to be exempt from federal income tax. Dividend and capital
gains distributions will be taxable to each shareholder whether taken in
cash or reinvested in additional shares in accordance with the shareholder's
tax status.

Risk Factors

For a discussion of risk factors applicable to repurchase
agreements.

For a discussion of risk factors peculiar to money market
instruments.

For a discussion of risk factors applicable to concentration of
assets in the banking industry.

For a discussion of risk factors applicable to foreign investments.

FUND EXPENSES

The following information is provided in order to assist you in
understanding the various costs and expenses that a shareholder of a
Scout Fund will bear directly or indirectly.

Scout Stock Fund

The expenses set forth below are for the fiscal year ended June 30,
1995.
Shareholder Transaction Expenses
Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends
None
Deferred sales load None
Redemption fee None
Exchange fee None
Annual Fund Operation Expenses
(as a percentage of average net assets)
Management fees .85%
12b-1 fees None
Other expenses .01%
Total Fund operating expenses .86%
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and
(2) redemption at the end of each time period:
1 Year 3 Year 5 Year 10 Year
$9 $27 $48 $106

Scout Regional Fund

The expenses set forth below are for the fiscal year ended
December 31, 1994.
Shareholder Transaction Expenses
Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends
None
Deferred sales load None
Redemption fee None
Exchange fee None
Annual Fund Operation Expenses
(as a percentage of average net assets)
Management fees .85%
12b-1 fees None
Other expenses .06%
Total Fund operating expenses .91%
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and
(2) redemption at the end of each time period:
1 Year 3 Year 5 Year 10 Year
$9 $29 $50 $111

Scout Bond Fund

Scout Money Market Fund (Federal Portfolio)

The expenses set forth below are for the fiscal year ended June 30,
1995.
Shareholder Transaction Expenses
Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends
None
Deferred sales load None
Redemption fee None
Exchange fee None
Annual Fund Operation Expenses
(as a percentage of average net assets)
Management fees .50%
12b-1 fees None
Other expenses .01%
Total Fund operating expenses .51%
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and
(2) redemption at the end of each time period:
1 Year 3 Year 5 Year 10 Year
$5 $16 $29 $64

Scout Money Market Fund (Prime Portfolio)

The expenses set forth below are for the fiscal year ended June 30,
1995.
Shareholder Transaction Expenses
Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends
None
Deferred sales load None
Redemption fee None
Exchange fee None
Annual Fund Operation Expenses
(as a percentage of average net assets)
Management fees .50%
12b-1 fees None
Other expenses .01%
Total Fund operating expenses .51%
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and
(2) redemption at the end of each time period:
1 Year 3 Year 5 Year 10 Year
$5 $16 $29 $64

Scout Tax-Free Money Market Fund

The expenses set forth below are for the fiscal year ended June 30,
1995.
Shareholder Transaction Expenses
Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends
None
Deferred sales load None
Redemption fee None
Exchange fee None
Annual Fund Operation Expenses
(as a percentage of average net assets)
Management fees .50%
12b-1 fees None
Other expenses .04%
Total Fund operating expenses .54%
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and
(2) redemption at the end of each time period:
1 Year 3 Year 5 Year 10 Year
$6 $17 $30 $68

Scout WorldWide Fund, Inc.

The expenses set forth below are for the fiscal year ended
December 31, 1994.
Shareholder Transaction Expenses
Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends
None
Deferred sales load None
Redemption fee None
Exchange fee None
Annual Fund Operation Expenses
(as a percentage of average net assets)
Management fees .85%
12b-1 fees None
Other expenses None
Total Fund operating expenses .85%
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and
(2) redemption at the end of each time period:
1 Year 3 Year 5 Year 10 Year
$9 $27 $47 $105

The above examples should not be considered a representation of
past or future expenses as actual expenses may be greater or less
than those shown. The assumed 5% annual return is hypothetical
and should not be considered a representation of past or future
annual return. The actual return may be greater or less than the
assumed amount.

The purpose of the foregoing fee tables is to assist the investor in
understanding the various costs and expenses that an investor in a
Fund will bear directly or indirectly. The various costs and
expenses are explained in more detail in this prospectus.
Management fees are discussed in greater detail under
"Management and Investment Counsel."

FINANCIAL HIGHLIGHTS

Scout Stock Fund, Inc.

The following financial highlights for the ten years ended June 30,
1995, have been derived from audited financial
statements of Scout Stock Fund, Inc. and should be read in
conjunction with the financial statements of the Fund and
the report of Arthur Andersen LLP, independent public
accountants, appearing in the June 30, 1995 annual report to
shareholders which is incorporated by reference in this prospectus.
The information for each of the five years in the
period ended June 30, 1990 is not covered by the report of Arthur
Andersen LLP.

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $15.42 $15.74 $15.11 $14.16 $13.69 $13.30 $13.07 $15.26 $13.52 $12.29
Income from
investment
operations:
Net investment
income 0.48 0.35 0.36 0.44 0.54 0.58 0.54 0.45 0.43 0.48
Net gains or
(losses) on
securities (both
realized and
unrealized) 2.06 0.49 1.34 1.08 0.59 0.55 1.31 (1.09) 1.91 2.57
Total from Investment
Operations 2.54 0.84 1.70 1.52 1.13 1.13 1.85 (0.64) 2.34 3.05
Less distributions:
Dividends from net
investment income (0.47) (0.35) (0.35) (0.43) (0.54) (0.58) (0.76) (0.43) (0.20) (0.71)
Distributions from
capital gains (1.13) (0.81) (0.72) (0.14) (0.12) (0.16) (0.86) (1.12) (0.40) (1.11)
Total Distributions (1.60) (1.16) (1.07) (0.57) (0.66) (0.74) (1.62) (1.55) (0.60) (1.82)
Net asset value,
end of year $16.36 $15.42 $15.74 $15.11 $14.16 $13.69 $13.30 $13.07 $15.26 $13.52
Total Return 17% 5% 11% 11% 9% 9% 15% (4%) 18% 27%

Ratios/Supplemental
Data
Net assets, end of
year (in millions) $ 137 $ 115 $ 102 $ 76 $ 53 $ 48 $ 41 $ 43 $ 42 $ 32
Ratio of expenses
to average
net assets 0.86% 0.87% 0.87% 0.86% 0.85% 0.88% 0.87% 0.86% 0.87% 0.87%
Ratio of net
investment income
to average net
assets 3.01% 2.22% 2.30% 2.91% 4.03% 4.23% 4.08% 3.41% 3.08% 3.75%
Portfolio turnover
rate 52% 22% 21% 12% 8% 9% 17% 33% 50% 38%

</TABLE>

Scout Regional Fund, Inc.

The following financial highlights for each of the periods
presented from inception (November 17, 1986) to December 31,
1994 have been derived from audited financial statements of Scout
Regional Fund, Inc. and should be read in conjunction with the
financial statements of the Fund and the report of Baird, Kurtz &
Dobson, independent certified public accountants, appearing in
the December 31, 1994 annual report to shareholders which is
incorporated by reference in this prospectus. The information for
each of the periods ended June 30, 1991 and prior is not covered
by the report of Baird, Kurtz & Dobson.

<TABLE>
<CAPTION>
July 1 to Nov. 17,
Years Ended Dec. 31, Dec. 31, Years Ended June 30, June 30, 1986 to
1994 1993 1992 1991* 1991 1990 1989 1988 1987
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 9.49 $ 9.09 $ 8.30 $ 8.28 $ 8.24 $ 8.27 $ 9.24 $10.03 $10.00

Income from investment
operations:
Net investment income 0.18 0.12 0.12 0.03 0.60 0.64 0.68 0.67 0.32
Net gains or (losses)
on securities (both
realized and unrealized) (0.12) 0.42 0.79 (0.01) 0.04 (0.03) (0.97) (0.77) 0.03
Total from Investment
Operations 0.06 0.54 0.91 0.02 0.64 0.61 (0.29) (0.10) 0.35

Less distributions:
Dividends from net
investment income (0.18) (0.14) (0.12) -- (0.60) (0.64) (0.68) (0.67) (0.32)
Distributions from
capital gains (0.17) -- -- -- -- -- -- (0.02) --
Total Distributions (0.35) (0.14) (0.12) -- (0.60) (0.64) (0.68) (0.69) (0.32)

Net asset value,
end of period $ 9.20 $ 9.49 $ 9.09 $ 8.30 $ 8.28 $ 8.24 $ 8.27 $ 9.24 $10.03

Total Return 1% 6% 11% .2% 8% 8% (3%) (1%) 4%

Ratios/Supplemental Data
Net assets, end of
period (in millions) $ 28 $ 25 $ 8 $ 2 $ .4 $ 2 $ 2 $ 5 $ 6
Ratio of expenses to
average net assets 0.91% 0.92% 1.06% 2.93%** 1.04% 1.12% 1.06% 1.04% 1.13%
Ratio of net investment
income to average net
assets 1.95% 1.81% 1.91% 0.93% 7.13% 7.68% 7.66% 6.79% 6.18%
Portfolio turnover rate 27% 17% 7% 14% 0% 0% 8% 12% 14%

</TABLE>

*Ratios for these periods of operations are annualized.
**Includes fees to register Fund shares for sale in additional
States.

Scout Bond Fund, Inc.

The following financial highlights for the ten years ended June 30,
1995, have been derived from audited financial
statements of Scout Bond Fund, Inc. and should be read in
conjunction with the financial statements of the Fund and
the report of Arthur Andersen LLP, independent public
accountants, appearing in the June 30, 1995 annual report to
shareholders which is incorporated by reference in this prospectus.
The information for each of the five years in the period ended June
30, 1990 is not covered by the report of Arthur Andersen LLP.

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $10.75 $11.53 $11.14 $10.68 $10.48 $10.44 $10.85 $10.98 $10.86 $10.79
Income from
investment operations:
Net investment income 0.63 0.62 0.68 0.75 0.80 0.81 0.80 0.80 0.82 0.88
Net gains or (losses)
on securities (both
realized and
unrealized) 0.35 (0.74) 0.39 0.43 0.16 0.02 0.04 (0.07) (0.30) 0.56
Total from Investment
Operations 0.98 (0.12) 1.07 1.18 0.96 0.83 0.84 0.73 0.52 1.44
Less distributions:
Dividends from net
investment income (0.63) (0.62) (0.68) (0.72) (0.76) (0.79) (1.22) (0.85) (0.40) (1.29)
Distributions from
capital gains --* (0.04) -- -- -- -- (0.03) (0.01) -- (0.08)
Total Distributions (0.63) (0.66) (0.68) (0.72) (0.76) (0.79) (1.25) (0.86) (0.40) (1.37)
Net asset value,
end of year $11.10 $10.75 $11.53 $11.14 $10.68 $10.48 $10.44 $10.85 $10.98 $10.86
Total Return 10% (1)% 10% 11% 9% 8% 8% 7% 5% 14%

Ratios/Supplemental
Data
Net assets, end of
year (in millions) $ 77 $ 82 $ 87 $ 63 $ 43 $ 34 $ 28 $ 30 $ 31 $ 19
Ratio of expenses to
average net assets 0.86% 0.87% 0.87% 0.87% 0.87% 0.88% 0.88% 0.87% 0.87% 0.88%
Ratio of net
investment income
to average net
assets 5.91% 5.50% 5.95% 6.77% 7.44% 7.61% 7.69% 7.47% 7.36% 8.11%
Portfolio turnover
rate 2% 9% 19% 24% 21% 13% 8% 7% 12% 23%

</TABLE>

*Capital gain distribution of .003 not significant for per share
table.

Scout Money Market Fund, Inc.

The following financial highlights for the ten years ended June 30,
1995, have been derived from audited financial
statements of Scout Money Market Fund, Inc. and should be read
in conjunction with the financial statements of the Fund and the
report of Arthur Andersen LLP, independent public accountants,
appearing in the June 30, 1995 annual report to shareholders
which is incorporated by reference in this prospectus. The
information for each of the five years in the period ended June 30,
1990 is not covered by the report of Arthur Andersen LLP.

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
PRIME PORTFOLIO
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from
investment operations:
Net investment income 0.05 0.03 0.03 0.04 0.07 0.08 0.08 0.06 0.05 0.07
Less distributions:
Dividends from net
investment income (0.05) (0.03) (0.03) (0.04) (0.07) (0.08) (0.08) (0.06) (0.05) (0.07)
Net asset value,
end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return 5% 3% 3% 5% 7% 8% 9% 7% 6% 7%
Ratios/Supplemental
Data
Net assets, end of
year (in millions) $ 245 $ 172 $ 214 $ 209 $ 217 $ 142 $ 116 $ 91 $ 65 $ 61
Ratio of expenses to
average net assets 0.51% 0.51% 0.51% 0.51% 0.51% 0.51% 0.52% 0.51% 0.51% 0.50%
Ratio of net investment
income to average
net assets 5.10% 2.92% 2.87% 4.44% 6.85% 8.19% 8.58% 6.69% 5.76% 7.18%

</TABLE>

<TABLE>
<CAPTION>
FEDERAL PORTFOLIO
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment
operations:
Net investment income 0.05 0.03 0.03 0.04 0.07 0.08 0.08 0.06 0.05 0.07
Less distributions:
Dividends from net
investment income (0.05) (0.03) (0.03) (0.04) (0.07) (0.08) (0.08) (0.06) (0.05) (0.07)
Net asset value,
end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return 5% 3% 3% 5% 7% 8% 8% 7% 6% 7%
Ratios/Supplemental Data
Net assets, end of year
(in millions) $ 183 $ 195 $ 271 $ 250 $ 217 $ 139 $ 151 $ 129 $ 107 $ 104
Ratio of expenses to
average net assets 0.51% 0.50% 0.50% 0.51% 0.51% 0.52% 0.50% 0.50% 0.50% 0.51%
Ratio of net investment
income to average
net assets 4.97% 2.81% 2.81% 4.43% 6.68% 8.19% 8.12% 6.31% 5.63% 7.06%
</TABLE>

Scout Tax-Free Money Market Fund, Inc.

The following financial highlights for the ten years ended June 30,
1995, have been derived from audited financial
statements of Scout Tax-Free Money Market Fund, Inc. and should
be read in conjunction with the financial statements of the Fund
and the report of Arthur Andersen LLP, independent public
accountants, appearing in the June 30, 1995 annual report to
shareholders which is incorporated by reference in this prospectus.
The information for each of the five years in the period ended June
30, 1990 is not covered by the report of Arthur Andersen LLP.

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 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 0.05 0.05 0.04 0.04 0.05
Less distributions:
Dividends from net
investment income (0.03) (0.02) (0.02) (0.03) (0.05) (0.05) (0.05) (0.04) (0.04) (0.05)

Net asset value,
end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return 3% 2% 2% 3% 5% 6% 6% 4% 4% 5%
Ratios/Supplemental
Data
Net assets, end of
year (in millions) $ 78 $ 94 $ 66 $ 77 $ 67 $ 57 $ 71 $ 67 $ 76 $ 60
Ratio of expenses to
average net assets 0.54% 0.53% 0.52% 0.52% 0.53% 0.53% 0.52% 0.53% 0.53% 0.52%
Ratio of net investment
income to average
net assets 3.20% 2.06% 2.15% 3.32% 4.80% 5.54% 5.66% 4.39% 3.98% 4.91%
</TABLE>

Scout WorldWide Fund, Inc.

The following financial highlights for each of the periods
presented from inception (September 14, 1993) to December 31,
1994, have been derived from audited financial statements of
Scout WorldWide Fund, Inc. and should be read in conjunction
with the financial statements of the Fund and the report of Baird,
Kurtz & Dobson, independent certified public accountants,
appearing in the December 31, 1994 annual report to shareholders
which is incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
Year Ended September 14, 1993
December 31, 1994 to December 31, 1993*
</CAPTION>
<S> <C> <C>
Net asset value,
beginning of period $ 10.68 $ 10.13

Income from investment operations:
Net investment income 0.17 0.03
Net gains or losses on securities
(both realized and unrealized) 0.23 0.55
Total from Investment Operations 0.40 0.58

Less distributions:
Dividends from net investment income (0.17) (0.03)
Distributions from capital gains (0.07) --
Total Distributions (0.24) (0.03)
Net asset value, end of period $ 10.84 $ 10.68
Total Return 4% 21%

Ratios/Supplemental Data
Net assets, end of year
(in millions) $ 18 $ 6
Ratio of expenses to average
net assets 0.85% 0.85%
Ratio of net investment income
to average net assets
1.87% 1.43%
Portfolio turnover rate 24% 2%

</TABLE>

*The Fund was capitalized on March 5, 1993 with $100,000,
representing 10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on September 14, 1993, at which
time net asset value was $10.13 per share.
Ratios for this initial period of operation are annualized.

INVESTMENT OBJECTIVE and
PORTFOLIO MANAGEMENT POLICY

Each Fund's objectives and policies as described in this section
will not be changed without approval of a majority of the Fund's
outstanding shares.

Scout Stock Fund

Scout Stock Fund's objective is to provide investors with long-
term growth of both capital and dividend income. Current yield is
secondary to the long-term growth objective.

The Fund cannot guarantee that these objectives will be achieved
because there are inherent risks in the ownership of the
investments made by the Fund. The value of the Fund's shares will
reflect changes in the market value of its investments, and
dividends paid by the Fund will vary with the income it receives
from these investments. Through careful management and
diversification it will seek to reduce risk and enhance the
opportunities for long-term growth of capital and income.
Normally the Fund will invest at least 80% of its total assets
(exclusive of cash) in common stocks. There are no restrictions or
guidelines regarding investments of Fund assets in shares listed on
an exchange or traded over-the-counter.

The Fund believes the true value of a company's stock is
determined by its earning power, dividend-paying ability, and in
many cases, by its assets. Consequently, the
primary emphasis will be placed on progressive
well-managed companies in growing industries that have
demonstrated both a consistent and an above-average ability to
increase their earnings and dividends and which have favorable
prospects of sustaining such growth.

The Fund also believes that the intrinsic worth and the consequent
value of the stock of most well-managed and successful companies
usually does not change rapidly, even though wide variations in
the price may occur. So normally, long-term positions in stocks of
the portfolio companies selected will be taken and maintained
while the company's record and prospects continue to meet with
management's approval. The Fund will change its investments
when, in management's judgment, economic and market
conditions make such a course desirable. But such changes will be
no more than is necessary to carry out the Fund's objectives.
Necessary reserves will be held in cash or short-term debt
obligations, including repurchase agreements (see below), readily
changeable to cash. The management believes, however, that there
may be times when the shareholders' interests are best served and
the objectives are most likely to be achieved, by investing in
securities convertible into common stocks, preferred stocks, high-
grade bonds or other defensive issues. It retains the freedom to
administer the portfolio of the Fund accordingly when, in its
judgment, economic and market conditions make such a course
desirable.

The Fund also may invest in issues of the United States treasury
and United States government agencies subject to repurchase
agreements entered into with the seller of the issue. The use of
repurchase agreements by the Fund involves certain risks. For a
discussion of repurchase agreements and their risks see page 21.
Although the Fund does not intend to obtain short-term trading
profits, it is possible that holdings may be increased when a stock
is considered to be undervalued and decreased when it is
considered to be overvalued. Scout Stock Fund's annualized
turnover ratio for the fiscal year ended June 30, 1993, it was 21%,
for June 30, 1994, it was 22%, and for June 30, 1995, it was 52%.
Commissions paid during the fiscal year ended June 30, 1995,
amounted to $75,000.

The Fund does not intend to concentrate its investments in any
particular industry. Without the approval of shareholders, it will
not purchase a security if as a result of such purchase more than
25% of its assets will be invested in a particular industry.
Scout Regional Fund

The Scout Regional Fund is an open-end management investment
company (no-load mutual fund) created especially for the benefit
of customers of affiliate banks of UMB Financial Corporation and
those investors who share the Fund's investment goal of providing
long-term growth of both capital and dividend income through
investment in smaller regional companies. Current yield is
secondary to the long-term growth objective. Scout Regional Fund
invests in a diversified list of common stocks representing such
companies located in or doing a substantial portion of their
business in Missouri, Kansas, Iowa, Nebraska, Arkansas,
Oklahoma, Illinois, and Colorado. Such stocks will be selected for
their promise of long-term growth of both capital and dividend
income. There can be no assurance that the Fund will achieve its
objective. This objective may not be changed without shareholder
approval. The Fund will seek to achieve its objective by investing
at least 80% of its total assets (exclusive of cash) in a diversified
portfolio of common stocks of smaller companies either located in
or having a substantial portion of their business in Missouri,
Kansas, Iowa, Nebraska, Arkansas, Oklahoma, Illinois, and
Colorado. There are no restrictions or guidelines regarding
investment of Fund assets in shares listed on an exchange or
traded over-the-counter.

The Fund generally intends to invest in stocks of such regional
companies with market capitalization of $1
billion or less, although there may be times when shareholders'
interests are best served by investing in preferred stocks, bonds or
other defensive issues. It is not anticipated that the Fund will
invest in "penny stocks" or other issues with very low prices
although price alone will not be a sole determining factor in the
selection of investments.

The Fund cannot guarantee that its investment objectives will be
achieved because there are inherent risks in the ownership of any
investments, particularly investments in smaller companies. The
value of the Fund's shares will reflect changes in the market value
of its investments, and dividends paid by the Fund will vary with
the income it receives from these investments. Through careful
management and diversification it will seek to reduce risk and
enhance the opportunities for long-term growth of capital and
income.

While the Fund's investments will be concentrated in the eight-
state region described above, it does not intend to concentrate its
investments in any particular industry. Without the approval of
shareholders, it will not purchase a security if as a result of such
purchase more than 25%
of its assets will be invested in a particular industry. Although
there is no intention to concentrate Fund investments in one or
more of the states mentioned above, there is no limitation upon
investments in any particular state.

The Fund will normally invest at least 75% of its assets in
investment-grade common stocks, but reserves the right to
temporarily invest for defensive purposes less than 75% of its
assets in common stocks if, in the opinion of the Fund's
investment adviser, prevailing market conditions warrant. The
Fund may invest the balance, up to 100% of its assets, in preferred
stocks or defensive issues such as short-term money market
instruments such as commercial paper, bankers' acceptances,
certificates of deposit and other debt securities such as corporate
bonds rated A or better by Moody's or Standard & Poor's, or U.S.
government issues such as treasury bills, treasury notes and
treasury bonds.

The Fund also may invest in issues of the United States treasury
and United States government agencies subject to repurchase
agreements entered into with the seller of the issue. The use of
repurchase agreements by the Fund involves certain risks. For a
discussion of repurchase agreements and their risks see page 21.
Although the Fund does not intend to obtain short-term trading
profits, it is possible that holdings may be increased when a stock
is considered to be undervalued and decreased when it is
considered to be overvalued. Scout Regional Fund's annualized
turnover ratio for the fiscal year ended December 31, 1992, was
7%, for December 31, 1993, it was 17% and for December 31,
1994, it was 27%. Commissions paid during the fiscal year ended
December 31, 1994, amounted to $27,703.

Scout Bond Fund

Scout Bond Fund's investment objective is to provide shareholders
with maximum current income consistent with its quality and
maturity standards by investing in a diversified portfolio of fixed-
income obligations. The Fund cannot guarantee that its objective
will be achieved because there are inherent risks in the ownership
of fixed-income investments. The value of the Fund's shares will
reflect changes in the market value of its investments which will
vary inversely with changes in interest rates. Dividends paid by the
Fund will vary according to the income it receives from its
investments. However, the Fund will seek, through careful
management and diversification, to reduce these risks and enhance
the opportunities for maximizing current income.
The Fund will normally invest at least 80% of its assets in bonds
such as: (1) direct or guaranteed obligations of the U.S.
government and its agencies, and (2) high-quality debt securities
including notes and bonds issued by corporations or other business
organizations.

The Fund will invest only in the following "U.S. Government
Securities":

1. Direct obligations of the U.S. government such as bills,
notes, bonds and other debt securities issued by the U.S. treasury.

2. Obligations of U.S. government agencies and
instrumentalities which are secured by the full faith and credit of
the U.S. treasury, such as securities of the Government National
Mortgage Association, the Export-Import Bank, or the Student
Loan Marketing Association; or which are secured by the right of
the issuer to borrow from the Treasury, such as securities issued by
the Federal Financing Bank or the U.S. Postal Service; or are
supported by the credit of the government agency or
instrumentality itself, such as securities of Federal Home Loan
Banks, Federal Farm Credit Banks, or the Federal National
Mortgage Association.

The Fund's investments in securities issued by corporations or
other business organizations will be rated at the time of purchase
within the top three classifications of Moody's Investors Service,
Inc. (Aaa, Aa, and A) or Standard & Poor's Corporation (AAA,
AA and A). The Fund will use obligations secured by specific
assets of the issuing corporation as well as unsecured debentures
which represent claims on the general credit of the issuer. (For a
description of ratings, see "Fixed Income Securities Described and
Ratings" in the "Statement of Additional Information.")
In order to enhance portfolio flexibility and to provide for
unexpected redemptions, the Fund may maintain a portion of its
assets in reserves. These reserves will be held in cash or short-term
debt obligations.

The Fund may invest in commercial paper, including variable rate
master demand notes, of companies whose commercial paper is
rated P-1 by Moody's or A-1 by Standard & Poor's. If not rated by
either Moody's or Standard & Poor's, a company's commercial
paper, including variable rate master demand notes, may be
purchased by the Fund if the company has an outstanding bond
issue rated Aa or higher by Moody's or AA or higher by S&P.
Variable rate master demand notes represent a borrowing
arrangement under a letter of agreement between a commercial
paper issuer and an institutional lender. Applicable interest rates
are determined on a formula basis and are adjusted on a monthly,
quarterly, or other term as set out in the agreement. They vary as to
the right of the lender to demand payment. It is not generally
contemplated that such instruments will be traded, and there is no
secondary market for these notes, although they are redeemable
(and thus immediately repayable by the borrower) at face value,
plus accrued interest, at any time. In connection with the Fund's
investment in variable rate master demand notes, the Fund's
investment manager will monitor on an ongoing basis the earning
power, cash flow and other liquidity ratios of the issuer, and the
borrower's ability to pay principal and interest on demand.
The Fund may invest in certificates of deposit, bankers'
acceptances, and other commercial bank short-term obligations
issued domestically by United States banks having assets of at
least $1 billion and which are members of the Federal Deposit
Insurance Corporation, or such securities which may be issued by
holding companies of such banks.

The Fund may also invest in issues of the United States treasury or
United States government agencies subject to repurchase
agreements entered into with the seller of the issues. The use of
repurchase agreements by the Fund involves certain risks. For a
discussion of repurchase agreements and their risks see page 21.
Maturities of all Fund investments normally will not exceed 20
years at the date of purchase. However, management may extend
maturity limits or change portfolio holdings or vary portfolio mix
when in its judgment economic and market conditions make it
desirable in the best interests of the shareholders.

Although the Fund does not intend to obtain short-term trading
profits, it is possible that it may engage in trading activity in order
to take advantage of opportunities to enhance yield, protect
principal or improve liquidity. Scout Bond Fund's annualized
turnover ratio for the fiscal year ended June 30, 1993, it was 19%,
for June 30, 1994, it was 9%, and for June 30, 1995, it was 2%.
The Fund paid no commissions during the fiscal year ended
June 30, 1995.

Scout Money Market Fund

Scout Money Market Fund offers two separate Portfolios, Federal
and Prime, each of which invest in high quality short-term debt
instruments for the purpose of maximizing income consistent with
safety of principal and liquidity. Each Portfolio also seeks to
maintain a constant price of $1.00 per share. Neither Portfolio's
objective can be changed without the approval of a majority of its
outstanding shares. Each Portfolio will limit its holdings to the
types of securities hereinafter described.

Federal Portfolio

The Federal Portfolio will invest only in the following "U.S.
Government Securities":

1. Direct obligations of the U.S. government such as bills,
notes, bonds and other debt securities issued by the U.S. treasury.

2. Obligations of U.S. government agencies and
instrumentalities which are secured by the full faith and credit of
the U.S. treasury such as securities of the Government National
Mortgage Association, the Export-Import Bank, or the Student
Loan Marketing Association; or which are secured by the right of
the issuer to borrow from the Treasury, such as securities issued by
the Federal Financing Bank or the U.S. Postal Service; or are
supported by the credit of the government agency or
instrumentality itself, such as securities of Federal Home Loan
Banks, or the Federal National Mortgage Association.
The Federal Portfolio also may invest in issues of the United States
treasury or United States government agencies subject to
repurchase agreements entered into with the seller of the issues.
The use of repurchase agreements by the Fund involves certain
risks. For a discussion of repurchase agreements and their risks see
page 21.

Prime Portfolio

The Prime Portfolio may invest in any of the following in addition
to securities eligible for the Federal Portfolio:

1. Certificates of deposit, bankers' acceptances, and other
short-term obligations issued domestically by United States
commercial banks having assets of at least $1 billion and which
are members of the Federal Deposit Insurance Corporation, or
holding companies of such banks.

2. Commercial paper, including variable rate master
demand notes of companies whose commercial paper is rated P-2
or higher by Moody's Investors Service, Inc. (Moody's) or A-2 or
higher by Standard and Poor's Corporation (S&P). If not rated by
either Moody's or S&P, a company's commercial paper, including
variable rate master demand notes, may be purchased by the Prime
Portfolio if the company has an outstanding bond issue rated Aa or
higher by Moody's or AA or higher by S&P. Variable rate master
demand notes represent a borrowing arrangement under a letter of
agreement between a commercial paper issuer and an institutional
lender. Applicable interest rates are determined on a formula basis
and are adjusted on a monthly, quarterly, or other term as set out
in the agreement. They vary as to the right of the lender to demand
payment. (For a description of money market securities and their
ratings, see "Fixed Income Securities Described and Ratings" in
the "Statement of Additional Information.")

3. Short-term debt securities which are non-convertible
and which have one year or less remaining to maturity at the date
of purchase and which are rated Aa or higher by Moody's or AA or
higher by S&P.

4. Negotiable certificates of deposit and other short-term
debt obligations of savings and loan associations having assets of
at least $1 billion and which are members of the Federal Home
Loan Banks Association and insured by Federal Deposit Insurance
Corporation.

To achieve its objectives the Fund may engage in trading activity
in order to take advantage of opportunities to enhance yield,
protect principal or improve liquidity. This trading activity should
not increase the Fund's expenses, since there are normally no
broker's commissions paid by the Fund for the purchase or sale of
money market instruments. However, a markup or spread may be
paid to a dealer from which the Fund purchases a security.
Pursuant to Rule 2a-7 of the Investment Company Act of 1940, as
amended, the Fund will price its shares according to a procedure
known as amortized cost, and will maintain 100% of its assets in
securities with remaining maturities of 397 days or less, and limit
its investments to those instruments which the Directors of the
Fund determine present minimal credit risks, and which are
eligible investments under the rule. Each Portfolio will maintain a
weighted average maturity of 90 days or less. Since securities with
maturities of one year or less are excluded from calculation of
portfolio turnover, Scout Money Market Fund has no portfolio
turnover ratio. The Fund paid no commissions during the fiscal
year.

Scout Tax-Free Money Market Fund

Scout Tax-Free Money Market Fund's objective is to provide
investors with the highest level of investment income exempt from
federal income tax consistent with its quality and maturity
standards. It also seeks to maintain liquidity and a constant price
of $1.00 per share. The Fund cannot guarantee that these
objectives will be achieved, but through careful management and
diversification it will seek to reduce risk and enhance the
opportunities for higher income and greater price stability. The
Fund will not purchase any security which at the time of purchase
has a maturity more than one year from the date of purchase.
During periods of normal market conditions, the Fund will invest
at least 80% of its total assets (exclusive of cash) in short-term
municipal securities, as defined in this Prospectus. This
fundamental policy will not be changed without shareholder
approval, except that the Fund reserves the right to deviate
temporarily from this policy during extraordinary circumstances
when, in the opinion of management, it is advisable to do so in the
best interest of shareholders, such as when market conditions
dictate a defensive posture in taxable obligations. During the
Fund's fiscal year ended June 30, 1995, 100% of income was
exempt from federal income taxes.

Investments in short-term municipal obligations and notes are
limited to those obligations which at the time of purchase: (1) are
backed by the full faith and credit of the United States; (2) are
rated MIG-1 or MIG-2 by Moody's; or (3) if the obligations or
notes are not rated, of comparable quality as determined by the
Board of Directors. Short-term discount notes are limited to those
obligations rated A-1 by S&P, or Prime-1 by Moody's or their
equivalents as determined by the Board of Directors. If the short-
term discount notes are not rated, they must be of comparable
quality as determined by the Board of Directors. (For a description
of municipal securities and their ratings, see "Municipal Securities
Described and Ratings" in the "Statement of Additional Information.")

While the Fund normally maintains at least 80% of the portfolio in
municipal securities, it may invest any remaining balance in
taxable money market instruments on a temporary basis, if
management believes this action would be in the best interest of
shareholders. Included in this category are: obligations of the
United States of America, its agents or instrumentalities;
certificates of deposit; bankers' acceptances and other short-term
debt obligations of United States banks with total assets of
$1 billion or more; and commercial paper rated A-2 or better by
Standard & Poor's Corp. or Prime-2 or better by Moody's Investors
Service, Inc., or certain rights to acquire these securities.
The Fund reserves the right to hold cash reserves as management
deems necessary for defensive or emergency purposes.
It is the policy of the Fund not to invest more than 25% of its
assets in any one classification of municipal securities, except
project notes or other tax-exempt obligations which are backed by
the U.S. government.

Should the rating organizations used by the Fund cease to exist or
change their systems, the Fund will attempt to use other
comparable ratings as standards for its investments in municipal
securities in accordance with its investment policies.
To achieve its objectives the Fund may engage in trading activity
in order to take advantage of opportunities to enhance yield,
protect principal or improve liquidity. This trading activity should
not increase the Fund's expenses since there are normally no
brokers' commissions paid by the Fund for the purchase or sale of
money market instruments. However, a markup or spread may be
paid to a dealer from which the Fund purchases a security.
Scout Tax-Free Money Market Fund may invest in issues of the
United States treasury or United States government agencies
subject to repurchase agreements entered into with the seller of the
issue. The use of repurchase agreements by the Fund involves
certain risks. For a discussion of repurchase agreements and their
risks see page 21.

Scout WorldWide Fund

Scout WorldWide Fund intends to invest in a diversified portfolio
of equity securities (common stocks and securities convertible into
common stocks) of established companies either located outside
the United States or whose primary business is carried on outside
the country. During its initial period of operations, while the Fund
has net assets under $10 million, it is anticipated that American
Depository Receipts (ADR's), which represent foreign securities
and are traded on U.S. Exchanges or in the over-the-counter
market, will constitute the bulk of the Fund's portfolio. However,
the Fund reserves the right to invest directly in foreign securities or
to purchase European Deposit Receipts (EDR's) and International
Depository Receipts (IDR's), in bearer form, which are designed
for use in European and other securities markets. Limiting the
Fund investments to ADR's, may have the effect of limiting the
Fund's investment alternatives and reducing the Fund's potential
diversification resulting in additional risk to the Fund, however,
management believes that use of ADR's in the initial period of
operations will be a cost-effective method of participating in
international securities, and will lessen the exposure of the Fund
and its shareholders to various special risks inherent in foreign
securities investments (See "Special Risk Considerations").
The Fund will use the portfolio management policies described
below to attempt to generate a favorable total return consisting of
interest, dividend and other income, if any, and appreciation in the
value of the Fund's portfolio securities by investing in equity
securities which in the opinion of investment counsel, offer good
growth potential and in many cases pay dividends. The Fund will
look at such factors as the company's assets, personnel, sales,
earnings and location of its corporate headquarters to determine
whether more than 50% of such assets, personnel, sales or earnings
are located outside the United States and therefore the company's
primary business is carried on outside the United States. The Fund
diversifies its investments among various countries and a number
of different industries.

There is no guarantee that the Fund's objective will be achieved.
Investments in international securities involve risks in addition to
those risks associated with investments in the United States (See
"Special Risk Considerations" ). Therefore, the Fund should be
considered only as a means for international diversification and
not as a complete investment program. The Fund is designed for
long-term investors who are able to accept the risks of
international investing. The investment objective of the Fund
cannot be changed without the approval of the holders of a
majority of the Fund's outstanding shares.

The Fund is designed to provide investors with a diversified
participation in international businesses. Over the years, some
foreign businesses have been especially successful in their
particular industries and some foreign stock markets have
outperformed the American markets. Foreign securities markets do
not always move in parallel with the U.S. securities markets, so
investing in international securities can provide diversification
advantages. Because the underlying securities of the ADRs' in
which the Fund invests trade primarily in foreign markets, any rise
or fall of the U.S. dollar in relation to foreign currencies will affect
their U.S. dollar value and thereby will affect the investment
performance of the Fund. A change in the value of any foreign
currency relative to the dollar will result in a corresponding change
in the dollar value of Fund assets whose underlying securities are
denominated or traded in that currency.

The Fund primarily invests in securities of seasoned companies
which are listed on U.S. stock exchanges and which the
investment counsel considers to have attractive characteristics in
terms of profitability, growth and financial resources."Seasoned"
and "established" companies are those companies which have been
in existence for at least 3 years and, in the opinion of the
investment counsel, are known for the quality and acceptance of
their products or services and for their ability to generate profits
and in many cases pay dividends. The Fund may invest in fixed-
income securities of foreign governments or companies when the
investment counsel believes that prevailing market, economic,
political or currency conditions warrant such investments. While
most foreign securities are not subject to standard credit ratings,
the investment counsel intends to select "investment grade" issues
of foreign debt securities which are comparable to a Baa or higher
rating by Moody's Investors Service, Inc. or a BBB or higher
rating by Standard and Poor's Corporation, based on available
information, and taking into account liquidity and quality issues.
Securities rated BBB or Baa are considered to be medium grade
and have speculative characteristics. Equity securities of non-
United States companies will be selected on the same criteria as
securities of United States domestic companies. The Fund may
invest in securities which are not listed on an exchange. Generally,
the volume of trading in an unlisted common stock is less than the
volume of trading in a listed stock. This means that the degree of
market liquidity of some stocks in which the Fund invests may be
relatively limited. When the Fund disposes of such a stock it may
have to offer the shares at a discount from recent prices or sell the
shares in small lots over an extended period of time. The Fund
does not intend to hold assets in its portfolio in excess of 5% of
total assets in securities whose ratings have dropped below
investment grade. The Investment Counsel will review such
securities and determine appropriate action to take with respect to
such securities.

In order to expedite settlement of portfolio transactions and to
minimize currency value fluctuations, the Fund may purchase
foreign currencies and/or engage in forward foreign currency
transactions. The Fund will not engage in forward foreign currency
exchange contracts for speculative purposes. A forward foreign
currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts
may be bought or sold to protect the Fund, to some degree, against
a possible loss resulting from an adverse change in the relationship
between foreign currencies and the U.S. dollar. This method of
protecting the value of the Fund's investment securities against a
decline in the value of a currency does not eliminate fluctuations
in the underlying prices of the securities. It establishes a rate of
exchange which one can achieve at some future point in time.
Although such contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time, they
tend to limit any potential gain which might result should the
value of such currency increase.

The Fund's dealings in forward foreign exchange will be limited to
hedging involving either specific transactions or portfolio
positions. Transaction hedging is the purchase or sale of forward
foreign currency with respect to specific receivables or payables of
the Fund accruing in connection with the purchase and sale of its
portfolio securities, the sale and redemption of shares of the Fund
or the payment of dividends and distributions by the Fund.
Position hedging is the sale of forward foreign currency with
respect to portfolio security positions denominated or quoted in
such foreign currency. The Fund will not speculate in foreign
forward exchange. Moreover, it may not be possible for the Fund
to hedge against a devaluation that is so generally anticipated that
the Fund is not able to contract to sell the currency at a price above
the devaluation level it anticipates.

The Fund intends to diversify investments broadly among
countries and normally to have represented in the portfolio
business activities of not less than three foreign countries.
Generally, the Fund does not intend to invest more than 25% of its
total assets in any one particular country or securities issued by a
foreign government, its agencies or instrumentalities in the
foreseeable future. However, the Fund may, at times, temporarily
invest a substantial portion of its assets in one or more of such
countries if economic and business conditions warrant such
investments.

Necessary reserves will be held in cash or short-term debt
obligations, including repurchase agreements (see below), readily
changeable to cash. The management believes, however, that there
may be times when the shareholders' interests are best served and
the Fund's investment objectives are most likely to be achieved, by
investing in securities convertible into common stocks rated A or
better by Standard & Poor's or Moody's, or defensive issues such
as high-grade bonds or other defensive issues rated A or better by
Standard & Poor's or Moody's. It retains the freedom to administer
the portfolio of the Fund accordingly when, in its judgment,
economic and market conditions make such a course desirable.
Scout WorldWide Fund's annualized turnover ratio for the fiscal
year ended December 31, 1993, was 2% and for December 31,
1994, it was 24%. Commissions paid during the fiscal year ended
December 31, 1994 amounted to $20,307.

REPURCHASE AGREEMENTS

A repurchase agreement involves the sale of securities to a Fund
with the concurrent agreement by the seller to repurchase the
securities at the Fund's cost plus interest at an agreed rate upon
demand or within a specified time, thereby determining the yield
during the purchaser's period of ownership. The result is a fixed
rate of return insulated from market fluctuations during such period.
Under the Investment Company Act of 1940, repurchase agreements are
considered loans by the Funds.

The Funds will enter into such repurchase agreements only with
United States banks (including affiliates of
UMB Financial Corporation) having assets in excess of
$1 billion which are members of the Federal Deposit Insurance
Corporation, and with certain securities dealers who meet the
qualifications set from time to time by the Board of Directors. In
those cases where securities issued by affiliate banks of UMB
Financial Corporation are purchased, no preference will be given
to such issuers over other issuers. The term to maturity of a
repurchase agreement normally will be no longer than a few days.
Repurchase agreements maturing in more than seven days, and
other illiquid securities, will not exceed 10% of the total assets of
any Fund.

RISK FACTORS APPLICABLE TO
REPURCHASE AGREEMENTS

The use of repurchase agreements involves certain risks. For
example, if the seller of the agreement defaults on its obligation to
repurchase the underlying securities at a time when the value of
these securities has declined, the Fund may incur a loss upon
disposition of them. If the seller of the agreement becomes
insolvent and subject to liquidation or reorganization under the
Bankruptcy Code or other laws, disposition of the underlying
securities may be delayed pending court proceedings. Finally, it is
possible that the Fund may not be able to perfect its interest in the
underlying securities. While the Fund's management acknowledges
these risks, it is expected that they can be controlled through
stringent security selection criteria and careful monitoring
procedures.

RISK FACTORS PECULIAR TO MONEY MARKET
INSTRUMENTS

The yield and the principal value of money market instruments are
sensitive to short-term lending conditions, and it is possible that
an issuer may default. The Fund will seek to minimize these risks
through portfolio diversification, careful portfolio selection among
securities considered to be high quality and by maintaining short
average maturities.

RISK FACTORS APPLICABLE TO CONCENTRATION OF
ASSETS IN
THE BANKING INDUSTRY

Concentration of assets in the banking industry may increase the
element of risk because banks are highly leveraged. The manager
believes this risk is reduced because purchases will be limited to
banks which are members of the Federal Deposit Insurance
Corporation, although securities purchased by the Fund may not
be FDIC insured deposits. Furthermore, the manager will carefully
evaluate the financial ratios and asset characteristics of banks in
which the Funds might invest, and reject those banks whose
financial ratios and asset characteristics are not, in the manager's
opinion, sufficiently strong.

Risk Factors applicable
to foreign investments

From time to time, Scout WorldWide Fund may invest in
companies located in developing countries. A developing country
is generally considered to be a country which is in the initial stages
of its industrialization cycle with a low per capita gross national
product. Compared to investment in the United States and other
developed countries, investing in the equity and fixed income
markets of developing countries involves exposure to relatively
unstable governments, economic structures that are generally less
mature and based on only a few industries and securities markets
which trade a small number of securities. Prices on securities
exchanges in developing countries generally will be more volatile
than those in developed countries. The Fund will not invest more
than 20% of its total assets in companies located in developing
countries.

Under normal circumstances the Fund will invest at least 65% of
its assets in equity securities of foreign issuers. However, to meet
the liquidity needs of the Fund or when the Fund believes that
investments should be deployed in a temporary defensive posture
because of economic or market conditions, the Fund may invest all
or a major portion of its assets in short-term debt securities
denominated in U.S. dollars, including U.S. treasury bills and
other securities of the U.S. government and its agencies, bankers'
acceptances and certificates of deposit rated "A" or better by
Standard & Poor's Corporation or Moody's Investors Service as
well as enter into repurchase agreements maturing in seven days or
less with U.S. banks and broker-dealers which are collateralized by
such securities. The Fund may also hold cash and time deposits in
foreign banks, denominated in any major foreign currency.

INVESTMENT RESTRICTIONS

In addition to the policies set forth under the caption "Investment
Objective and Portfolio Management Policy" the Funds are subject
to certain other restrictions which may not be changed without
approval of the "holders of a majority of the outstanding shares" of
the Fund or the affected Portfolio. Among these restrictions, the
more important ones are that the Fund (Portfolio) will not purchase
the securities of any issuer if more than 5% of the Fund's total
assets would be invested in the securities of such issuer, or the
Fund would hold more than 10% of any class of securities of such
issuer; borrow money in excess of 10% of total assets taken at
market value, and then only from banks as a temporary measure
for extraordinary or emergency purposes; will not borrow to
increase income (leveraging) but only to facilitate redemption
requests which might otherwise require untimely dispositions of
portfolio securities; will repay all borrowings before making
additional investments (interest paid on such borrowings will
reduce net income). The full text of these restrictions is set forth in
the "Statement of Additional Information."
There is no limitation with respect to investments in U.S. Treasury
Bills, or other obligations issued or
guaranteed by the federal government, its agencies and
instrumentalities.

PERFORMANCE MEASURES

From time to time, each of the Funds may advertise its
performance in various ways, as summarized below. Further
discussion of these matters also appears in the "Statement of
Additional Information." A discussion of Scout Stock Fund, Scout
Regional Fund, Scout Bond Fund and Scout WorldWide Fund
performance is included in the Fund's Annual Report to
Shareholders which is available from the Fund upon request at no
charge.

Yield

From time to time, each portfolio of Scout Money Market Fund
and Scout Tax-Free Money Market Fund may advertise "yield"
and "effective yield." The "yield" of a Fund refers to the income
generated by an investment in a Fund over a seven-day period
(which period will be stated in the advertisement). This income is
then "annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly, but, when
annualized, the income earned by an investment in a Fund is
assumed to be reinvested. The "effective yield" will be slightly
higher than the "yield" because of the compounding effect of this
assumed reinvestment.

Each portfolio of Scout Money Market Fund, and Scout Tax-Free
Money Market Fund may quote their yields in advertisements or in
reports to shareholders. Yield information may be useful in
reviewing the performance of these Funds and in providing a basis
for comparison with other investment alternatives. However, since
the net investment income of these Funds changes in response to
fluctuations in interest rates and Fund expenses, any given yield
quotations should not be considered representative of the Fund's
yields for any future period. Current yield and price quotations for
the Scout Funds may be obtained by telephoning 1-800-996-2862.

Total Return

Scout Stock Fund, Scout Regional Fund, Scout Bond Fund and
Scout WorldWide Fund may advertise "average annual total
return" over various periods of time. Such total return figures show
the average percentage change in value of an investment in a Fund
from the beginning date of the measuring period to the end of the
measuring period. These figures reflect changes in the price of the
Funds' shares and assume that any income dividends and/or capital
gains distributions made by the Funds during the period were
reinvested in shares of the Fund. Figures will be given for recent
one-, five- and ten-year periods (if applicable), and may be given
for other periods as well (such as from commencement of a Fund's
operations, or on a year-by-year basis). When considering
"average" total return figures for periods longer than one year, it is
important to note that a Fund's annual total return for any one year
in the period might have been greater or less than the average for
the entire period.

Performance Comparisons

In advertisements or in reports to shareholders, each of the Funds
may compare its performance to that of other mutual funds with
similar investment objectives and to stock or other relevant
indices. For example, Scout Stock, Scout Regional, Scout
WorldWide and Scout Bond Funds may compare their
performance to rankings prepared by Lipper Analytical Services,
Inc. (Lipper), a widely recognized independent service which
monitors the performance of mutual funds. Scout Stock Fund or
Scout Regional Fund may also compare its performance to the
Standard & Poor's 500 Stock Index (S&P 500), an index of
unmanaged groups of common stocks, the Dow Jones Industrial
Average, a recognized unmanaged index of common stocks of 30
industrial companies listed on the NYSE, or the Consumer Price
Index. Scout Bond Fund may compare its performance to the
Shearson/Lehman Government/ Corporate Index, an unmanaged
index of government and corporate bonds. Performance
information, rankings, ratings, published editorial comments and
listings as reported in national financial publications such as
Kiplinger's Personal Finance Magazine, Business Week,
Morningstar Mutual Funds, Investor's Business Daily, Institutional
Investor, The Wall Street Journal, Mutual Fund Forecaster, No-
Load Investor, Money, Forbes, Fortune and Barron's may also be
used in comparing performance of Scout Stock Fund, Scout
Regional Fund and Scout Bond Fund. Similarly, each Portfolio of
Scout Money Market Fund, and Scout Tax-Free Money Market
Fund may compare their yields to the Donoghue's Money Fund
Average and the Donoghue's Government Money Fund Average
which are averages compiled by Donoghue's Money Fund Report,
a widely recognized independent publication that monitors the
performance of money market mutual funds, or to the average
yield reported by the Bank Rate Monitor for money market deposit
accounts offered by the 50 leading banks and thrift institutions in
the top five standard metropolitan statistical areas. Performance
comparisons should not be considered as representative of the
future performance of any Fund. Further information regarding the
performance of the Scout Funds is contained in the "Statement of
Additional Information."

Performance rankings, recommendations, published editorial
comments and listings reported in Money, Barron's, Kiplinger's
Personal Finance Magazine, Financial World, Forbes, U.S. News
& World Report, Business Week, The Wall Street Journal,
Investors Business Daily, USA Today, Fortune and Stanger's may
also be cited (if the Fund is listed in any such publication) or used
for comparison, as well as performance listings and rankings from
Morningstar Mutual Funds, Personal Finance, Income and Safety,
The Mutual Fund Letter, No-Load Fund Investor, United Mutual
Fund Selector, No-Load Fund Analyst, No- Load Fund X, Louis
Rukeyser's Wall Street newsletter, Donoghue's Money Letter, CDA
Investment Technologies, Inc., Wiesenberger Investment
Companies Service, and Donoghue's Mutual Fund Almanac.

HOW TO PURCHASE SHARES

You must specify the Fund in which you desire to invest on your
application form. Failure to do so will result in the application and
your check or bank wire being returned to you.
Shares are purchased from the Fund at net asset value (no sales
charge) next computed after a purchase order has become
effective, through its agent, Jones & Babson, Inc., P.O. Box
410498, Kansas City, MO 64141-0498. For information call toll
free 1-800-996-2862.

Purchase orders for Scout Stock Fund, Scout Regional Fund,
Scout Bond Fund and Scout WorldWide Fund become effective
upon receipt by the Fund. Purchase orders for Scout Money
Market Fund and Scout Tax-Free Money Market Fund become
effective when received in the form of federal funds or converted
to federal funds and accepted by the Fund. Payments transmitted
by federal funds wire can become effective upon receipt. Payments
transmitted by other bank wire may take longer to be converted to
federal funds. (Federal funds are deposits made by member banks
of the Federal Reserve System with the Federal Reserve Bank
which can be electronically transferred from one member bank to
another.)

The Funds reserve the right in their sole discretion to withdraw all
or any part of the offerings made by the prospectus or to reject
purchase orders when, in the judgment of management, such
withdrawal or rejection is in the best interest of a Fund and its
shareholders. The Funds also reserve the right at any time to waive
or increase the minimum requirements applicable to initial or
subsequent investments with respect to any person or class of
persons, which includes shareholders of the Funds' special
investment programs. The Fund reserves the right to refuse to
accept orders for fund shares unless accompanied by payment,
except when a responsible person has indemnified the Fund
against losses resulting from the failure of investors to make
payment. In the event that the Fund sustains a loss as the result of
failure by a purchaser to make payment, the Fund's underwriter,
Jones & Babson, Inc. will cover the loss.

INITIAL INVESTMENTS

Initial investments - By mail. You may open an account and make
an investment by completing and signing the application which
accompanies this prospectus. Make your check ($1,000 minimum)
payable to UMB Bank, n.a. Mail your application and check to:

The Scout Fund Group
P.O. Box 410498
Kansas City, Missouri 64141-0498

Initial investments - By wire. You may purchase shares of the
Fund by wiring the purchase price ($1,000 mini-
mum) through the Federal Reserve Bank to the custodian, UMB
Bank, n.a. Prior to sending your money, you must call the Fund
toll free 1-800-996-2862 and provide it with the identity of the
registered account owner, the registered address, the Social
Security or Tax Identification Number of the registered owner, the
amount being wired, the name and telephone number of the wiring
bank and the person to be contacted in connection with the order.
You will then be provided a Fund account number, after which
you should instruct your bank to wire the specified amount, along
with the account number and the account registration to:

UMB Bank, n.a.
Kansas City, Missouri, ABA #101000695
For: Scout Money Market Fund, Inc.
Prime Portfolio/AC = 980118-6957
Federal Portfolio/AC = 980118-6965
Scout Stock Fund, Inc./AC = 980118-7023
Scout Regional Fund, Inc./
AC = 987007-7108
Scout Bond Fund, Inc./AC = 980118-7015
Scout Tax-Free Money Market Fund, Inc./
AC = 980118-6981
Scout WorldWide Fund, Inc./AC= 987047-5332
(As appropriate)
For Account No. (insert assigned Fund account number and name
in which account is registered.)

A completed application must be sent to the Fund as soon as
possible so the necessary remaining information can be recorded
in your account. Payment of redemption proceeds will be delayed
until the completed application is received by the Fund.

INVESTMENTS SUBSEQUENT
TO INITIAL INVESTMENT

You may add to your Fund account at any time in amounts of
$100 or more if purchases are made by mail, or $500 or more if
purchases are made by wire.

Checks should be mailed to the Funds at their address, but made
payable to UMB Bank, n.a. Always identify your account number
or include the detachable reminder stub which accompanies each
confirmation.

Wire share purchases should include your account registration,
your account number and the Scout Fund in which you are
purchasing shares. It also is advisable to notify the Fund by
telephone that you have sent a wire purchase order to the bank.

TELEPHONE INVESTMENT SERVICE

To use the Telephone Investment Service, you must first establish
your Fund account and authorize telephone orders in the
application form, or, subsequently, on a special authorization form
provided upon request. If you elect the Telephone Investment
Service, you may purchase Fund shares by telephone and authorize
the Fund to draft your checking account for the cost of the shares
so purchased. You will receive the next available price after the
Fund has received your telephone call. Availability and
continuance of this privilege is subject to acceptance and approval
by the Fund and all participating banks. During periods of
increased market activity, you may have difficulty reaching the
Fund by telephone, in which case you should contact the Fund by
mail or telegraph. The Fund will not be responsible for the
consequences of delays including delays in the banking or Federal
Reserve wire systems.

The Fund will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and if such
procedures are not followed, the Fund may be liable for losses due
to unauthorized or fraudulent instructions. Such procedures may
include, but are not limited to requiring personal identification
prior to acting upon instructions received by telephone, providing
written confirmations of such transactions, and/or tape recording
of telephone instructions.

The Funds reserve the right to initiate a charge for this service and
to terminate or modify any or all of the privileges in connection
with this service at any time upon 15 days written notice to
shareholders, and to terminate or modify the privileges without
prior notice in any circumstances where such termination or
modification is in the best interest of the Fund and its investors.

AUTOMATIC MONTHLY
INVESTMENT PLAN

You may elect to make monthly investments in a constant dollar
amount from your checking account ($100 minimum). The Fund
will draft your checking account on the same day each month in
the amount you authorize in your application, or, subsequently, on
a special authorization form provided upon request. Availability
and continuance of this privilege is subject to acceptance and
approval by the Fund and all participating banks. If the date
selected falls on a day upon which the Fund shares are not priced,
investment will be made on the first date thereafter upon which
Fund shares are priced. The Fund will not be responsible for the
consequences of delays including delays in the banking or Federal
Reserve wire systems.

HOW TO REDEEM SHARES

Shareholders registered in the stock records of the Funds may
withdraw all or part of their investment by redeeming shares for
which a Fund has received unconditional payment in the form of
federal funds or such payment has been converted to federal funds
and accepted by the Fund. For your convenience, and to enable
your account to continue earning daily dividends as long as
possible, Scout Money Market Fund and Scout Tax-Free Money
Market Fund offer expedited redemption procedures by
telephone/telegraph and draft ("check"), in addition to normal mail
procedures.

In each instance you must comply with the general requirements
relating to all redemptions as well as with specific requirements set
out for the particular redemption method you select. If you wish to
expedite redemptions by using the telephone/telegraph or draft
writing (check) privileges, for Scout Money Market or Scout Tax-
Free Money Market Fund, you should carefully note the special
requirements and limitations relating to these methods.
All redemption requests must be transmitted to the Funds, P.O.
Box 410498, Kansas City, Missouri 64141-0498. Shareholders
who have authorized telephone redemption for Scout Money
Market Fund or Scout Tax-Free Money Market Fund may call toll
free 1-800-996-2862.

The Funds will redeem shares at the price (net asset value per
share) next computed after receipt of a redemption request in
"good order." (See "How Share Price is Determined.")
The Funds will endeavor to transmit redemption proceeds to the
proper party, as instructed, as soon as practicable after a
redemption request has been received in "good order" and
accepted, but in no event later than the fifth day thereafter.
Transmissions are made by mail unless an expedited method has
been authorized and specified in the redemption request. The Fund
will not be responsible for the consequences of delays including
delays in the banking or Federal Reserve wire systems.
Redemptions will not become effective until all documents in the
form required have been received. In the case of redemption
requests made within 15 days of the date of purchase, the Fund
will delay transmission of proceeds until such time as it is certain
that unconditional payment in federal funds has been collected for
the purchase of shares being redeemed or 15 days from the date of
purchase. You can avoid the possibility of delay by paying for all
of your purchases with a transfer of federal funds.

Where additional documentation is normally required to support
redemptions as in the case of corporations, fiduciaries, and others
who hold shares in a representative or nominee capacity such as
certified copies of corporate resolutions, or certificates of
incumbency, or such other documentation as may be required
under the Uniform Commercial Code or other applicable laws or
regulations, it is the responsibility of the shareholder to maintain
such documentation on file and in a current status. A failure to do
so will delay the redemption. If you have questions concerning
redemption requirements, please write or telephone the Funds well
ahead of an anticipated redemption in order to avoid any possible
delay.

Requests which are subject to special conditions or which specify
an effective date other than as provided herein cannot be accepted.
Expedited redemption privileges are available for Scout Money
Market and Scout Tax-Free Money Market Funds only.
The right of redemption may be suspended or the date of payment
postponed beyond the normal five-day period when the New York
Stock Exchange is closed or under emergency circumstances as
determined by the Securities and Exchange Commission.
Additional details are set forth in the "Statement of Additional
Information."

With respect to Scout Money Market and Scout Tax-Free Money
Market Funds, shares redeemed will be entitled to receive all
dividends declared through the day preceding the date of
redemption. If you redeem all of the shares in your account, in
addition to the share redemption check, a separate check
representing all dividends declared but unpaid on the shares
redeemed will be distributed on the next dividend payment date.
Any amount due you in your declared but unpaid dividend account
cannot be redeemed by draft.

Withdrawal By Mail - Shares may be redeemed by mailing your
request to the Funds. To be in "good order" the request must
include the following:

(1) A written redemption request or stock assignment
(stock power) containing the genuine signature of each registered
owner exactly as the shares are registered, with clear identification
of the account by registered name(s), account number and the
number of shares or the dollar amount to be redeemed;

(2) any outstanding stock certificates representing shares to
be redeemed;

(3) signature guarantees as required; and
(See Signature Guarantees.)

(4) any additional documentation which the
Fund may deem necessary to insure a genuine redemption such as
an application if one is not on file, or in the case of corporations,
fiduciaries, and others who hold shares in a representative or
nominee capacity (See below).

Where additional documentation is normally required to support
redemptions as in the case of corporations, fiduciaries, and others
who hold shares in a representative or nominee capacity such as
certified copies of corporate resolutions, or certificates or
incumbency, or such other documentation as may be required
under the Uniform Commercial Code or other applicable laws or
regulations, it is the responsibility of the shareholder to maintain
such documentation on file and in a current status. A failure to do
so will delay the redemption. If you have questions concerning
redemption requirements, please write or telephone the Fund well
ahead of an anticipated redemption in order to avoid any possible
delay.

Signature Guarantees are required in connection with all
redemptions by mail, or changes in share registration, except as
hereinafter provided. These requirements may be waived by the
Fund in certain instances where it appears reasonable to do so and
will not unduly affect the interests of other shareholders.
Signature(s) must be guaranteed by an "eligible Guarantor
institution" as defined under Rule 17Ad-15 under the Securities
Exchange Act of 1934. Eligible guarantor institutions include: (1)
national or state banks, savings associations, savings and loan
associations, trust companies, savings banks, industrial loan
companies and credit unions; (2) national securities exchanges,
registered securities associations and clearing agencies; or (3)
securities broker/dealers which are members of a national
securities exchange or clearing agency or which have a minimum
net capital of $100,000. A notarized signature will not be
sufficient for the request to be in proper form.

Signature guarantees will be waived for mail redemptions of
$10,000 or less, but they will be required if the checks are to be
payable to someone other than the registered owner(s), or are to be
mailed to an address different from the registered address of the
shareholder(s), or where there appears to be a pattern of
redemptions designed to circumvent the signature guarantee
requirement, or where the Funds have other reason to believe that
this requirement would be in the best interests of the Funds and
their shareholders.

Withdrawal By Telephone or Telegraph - (Scout MONEY
MARKET AND Scout TAX-FREE MONEY MARKET FUNDS
ONLY) - you may withdraw any amount of $1,000 or more
by telephone toll free 1-800-996-2862, or by telegram to
the Fund's address.

Telephone/telegraph redemption authorizations signed by all
registered owners with signatures guaranteed must be on file with
the Funds before you may redeem by telephone or telegraph. The
signature guarantee requirement may be waived by the Funds if
the request for this redemption method is made at the same time
the initial application to purchase shares is submitted.
All communications must include the Fund's name, Portfolio name
(if applicable), your account number, the exact registration of your
shares, the number of shares or dollar amount to be redeemed, and
the identity of the bank and bank account (name and number) to
which the proceeds are to be wired. This procedure may only be
used for non-certificated shares held in open account. For the
protection of shareholders, your redemption instructions can only
be changed by filing with the Funds new instructions on a form
obtainable from the Funds which must be properly signed with
signature(s) guaranteed.

Telephone or telegraph redemption proceeds may be transmitted to
your pre-identified bank account either by wire or mail to a
domestic commercial bank which is a member of the Federal
Reserve System, or by credit to such account with UMB Bank,
n.a. as designated by you on your pre-authorization form. If you
elect to have proceeds wired to your bank, and your request is
received prior to 12:00 noon (Central Time), proceeds normally
will be wired the following business day. If your request is
received during the day thereafter, proceeds normally will be wired
on the second business day following the day of receipt of your
request. It is the Scout Funds' present policy not to assess wire
charges on amounts of $5,000 or more, or on amounts credited to
a bank account with UMB Bank, n.a. A charge of $5 normally will
be made on lesser amounts wired to other banks, but this charge
may be reduced or waived in connection with master accounts. If
you elect to have proceeds credited to your account with UMB
Bank, n.a., and your request is received prior to 10:00 A.M.
(Central Time), proceeds normally will be credited that day.
Normally, your bank account will be credited on the following
business day if your request is received after 10:00 A.M. (Central
Time). The Funds reserve the right to change their policy or to
refuse a telephone or telegraph redemption request or require
additional documentation to assure a genuine redemption, and, at
their option, may pay such redemption by wire or check and may
limit the frequency or the amount of such request. The Funds
reserve the right to terminate or modify any or all of the services in
connection with this privilege at any time without prior notice.
Neither the Funds nor Jones & Babson, Inc. assumes responsibility
for the authenticity of withdrawal instructions, and there are
provisions on the authorization form limiting their liability in this
respect.

Withdrawal by Draft ("Check") - (Scout MONEY MARKET
AND Scout TAX-FREE MONEY MARKET FUNDS ONLY) -
you may elect this method of redemption on your original
application, or on a form which will be sent to you upon request.
All signatures must be guaranteed unless this method of
redemption is elected on your original application. The
authorization form, which all registered owners must sign, also
contains a provision relieving the Funds and Jones & Babson, Inc.
from liability for loss, if any, which you may sustain arising out of
a non-genuine redemption pursuant to this redemption feature.
Any additional documentation required to assure a genuine
redemption must be maintained on file with the Funds in such a
current status as the Funds may deem necessary. A new form
properly signed and with the signature(s) guaranteed must be received
and accepted by the Funds before authorized redemption instructions
already on file with the Funds can be changed.

You will be provided a supply of drafts ("checks") which may be
drawn on the Funds. Drafts must be deposited in a bank account of
the payee to be cleared through the banking system in order to be
presented to the Funds for payment through UMB Bank, n.a. An
additional supply of drafts will be furnished upon request. There
presently is no charge for these drafts or their clearance. However,
the Funds and UMB Bank, n.a. reserve the right to make
reasonable charges and to terminate or modify any or all of the
services in connection with this privilege at any time and without
prior notice.

These drafts may be signed by any joint owner unless otherwise
indicated on the account application. They may be made payable
to the order of any person in the amount of $500 or more. The
bank of the draft payee must present it for collection through
UMB Bank, n.a. which delivers it to the Fund for redemption of a
sufficient number of shares to cover the amount of the draft.
Dividends will be earned by the shareholder on the draft proceeds
until the day preceding the date it clears at UMB Bank, n.a. Drafts
will not be honored by the Funds and will be returned unpaid if
there are insufficient open account shares to meet the withdrawal
amount. The Funds reserve the right to withhold the bank's
redemption request until they determine that they have received
unconditional payment for at least the number of shares required
to be redeemed to make payment on the draft. If such a delay is
necessary, the bank may return the draft not accepted (by the
Funds) because there are not sufficient shares for which good
payment has been received in the shareholder account. Dividends
declared but not yet paid to you cannot be withdrawn by drafts.
Drafts (checks) may not be used as a redemption form.
Due to the high cost of maintaining smaller accounts, the Directors
have authorized the Funds to close shareholder accounts where
their value falls below the current minimum initial investment
requirement at the time of initial purchase as a result of
redemptions and not as the result of market action, and remains
below this level for 60 days after each such shareholder account is
mailed a notice of: (1) the Fund's intention to close the account,
(2) the minimum account size requirement, and (3) the date on
which the account will be closed if the minimum size requirement
is not met.

SYSTEMATIC REDEMPTION PLAN

If you own shares in an open account valued at $10,000 or more,
and desire to make regular monthly or quarterly withdrawals
without the necessity and inconvenience of executing a separate
redemption request to initiate each withdrawal, you may enter into
a Systematic Withdrawal Plan by completing forms obtainable
from the Fund. For this service, the manager may charge you a fee
not to exceed $1.50 for each withdrawal. Currently the manager
assumes the additional expenses arising out of this type
of plan, but it reserves the right to initiate such a charge
at any time in the future when it deems it necessary.
If such a change is imposed, participants will be provided 30 days
notice.

Subject to a $50 minimum, you may withdraw each period a
specified dollar amount. Shares also may be redeemed at a rate
calculated to exhaust the account at the end of a specified period
of time.

Dividends and capital gains distributions must be reinvested in
additional shares. Under all withdrawal programs, liquidation of
shares in excess of dividends and distributions reinvested will
diminish and may exhaust your account, particularly during a
period of declining share values.

You may revoke or change your plan or redeem all of your shares
remaining at any time. Withdrawal payments will be continued
until the shares are exhausted or until the Fund or you terminate
the plan by written notice to the other.

HOW TO EXCHANGE SHARES
BETWEEN Scout FUNDS

Shareholders may exchange their Fund shares which have been
held in open account for 15 days or more, and for which good
payment has been received, for identically registered shares of any
other Scout Fund, or any other Portfolio in the Scout Fund Group,
which is legally registered for sale in the state of residence of the
investor, provided that the minimum amount exchanged from a
Fund or Portfolio has a value of $1,000 or more and meets the
minimum investment requirement of the Fund or Portfolio into
which it is exchanged. An exchange between two Scout Funds is
treated as a sale of the shares from which the exchange occurs and
a purchase of shares of the fund into which the exchange occurs.
Exchanging shareholders will receive the next quoted prices for
their shares after the request is received in "good order" (See "How
Share Price is Determined.")

To authorize the Telephone/Telegraph Exchange Privilege, all
registered owners must authorize this privilege on the original
application, or the Fund must receive a special authorization form,
provided upon request. During periods of increased market
activity, you may have difficulty reaching the Fund by telephone,
in which case you should contact the Fund by mail or telegraph. The Fund
reserves the right to initiate a charge for this service and to terminate
or modify any or all of the privileges in connection with this service
at any time and without prior notice under any unforeseen
circumstances where continuance of these privileges would be
detrimental to the Fund or its shareholders such as an emergency,
or where the volume of such activity threatens the ability of the
Fund to conduct business, or under any other circumstances, upon
60 days written notice to shareholders. The Fund will not be
responsible for the consequences of delays including delays in the
banking or Federal Reserve wire systems.

Exchanges by mail may be accomplished by a written request
properly signed by all registered owners identifying the account by
name and number, the number
of shares or dollar amount to be redeemed for exchange, and the
Scout Fund into which the account is being
transferred.

If you wish to exchange part or all of your shares in any Fund for
shares of another Fund or Portfolio in the Scout Fund Group, you
should review the prospectus carefully. Any such exchange will be
based upon the respective net asset values of the shares involved.
An exchange between Funds involves the sale of an asset. Unless
the shareholder account is tax-deferred, this is a taxable event.

HOW SHARE PRICE IS DETERMINED

The net asset value per share of each Fund (Portfolio) is computed
once daily, Monday through Friday, at the specific time during the
day that the Board of Directors of each Fund sets at least annually,
except on days on which changes in the value of a Fund's portfolio
securities will not materially affect the net asset value, or days
during which no security is tendered for redemption and no order
to purchase or sell such security is received by the Fund, or
customary holidays. For a list of the holidays during which any of
the Funds are not open for business, see "How Share Price is
Determined" in the "Statement of Additional Information."
The per share calculation is made by subtracting from total assets
any liabilities and then dividing this net amount by the total
outstanding shares as of the date of the calculation.
Stock, Regional, Bond and WorldWide Funds

The price at which new shares of Scout Stock Fund, Scout
Regional Fund, Scout Bond Fund and Scout WorldWide Fund will
be sold and at which issued shares presented for redemption will
be liquidated is computed once daily at 4:00 P.M. (Eastern Time),
except on those days when these Funds are not open for business.
Money market securities held by Scout Stock Fund and Scout
Bond Fund which on the date of valuation have 60 days or less to
maturity, are valued on the basis of the amortized cost valuation
technique which involves valuing a security at its cost and
thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument.
For Scout Stock Fund, Scout Regional Fund and Scout
WorldWide Fund, each security listed on an Exchange is valued at
its last sale price on that Exchange on the date as of which assets
are valued. Where the security is listed on more than one
Exchange, the Fund will use the price of that Exchange which is
generally considered to be the principal Exchange on which the
stock is traded. Lacking sales, the security is valued at the mean
between the current closing bid and asked prices. An unlisted
security for which over-the-counter market quotations are readily
available is valued at the mean between the last current bid and
asked prices. When market quotations are not readily available,
any security or other asset is valued at its fair value as determined
in good faith by the Board of Directors.
For Scout Bond Fund, debt securities (other than short-term
obligations), including listed issues, are valued on the basis of
valuations furnished by a pricing service which utilizes both
dealer-supplied valuations and electronic data processing
techniques which take into account appropriate factors such as
institution-size trading in similar groups of securities, yield,
quality, coupon rate, maturity, type of issue, trading characteristics
and other market data, without exclusive reliance upon exchange
or over-the-counter prices, since such valuations are believed to
reflect more accurately the fair value of such securities. Use of the
pricing service has been approved by Scout Bond Fund's Board of
Directors.

Money Market and Tax-Free Money Market Funds

The price at which new shares of each Portfolio of Scout Money
Market Fund and Scout Tax-Free Money Market Fund will be sold
and at which issued shares presented for redemption will be
liquidated is computed once daily at 1:00 P.M. (Eastern Time),
except on those days when these Funds are not open for business.
Normally the price of each Portfolio of Scout Money Market Fund
and the price of Scout Tax-Free Money Market Fund will be $1.00
because these Funds will adhere to a number of procedures
designed, but not guaranteed, to maintain a constant price of $1.00
per share. Although unlikely, it still is possible that the value of
the shares you redeem may be more or less than your cost
depending on the market value of these Funds' securities at the
time a redemption becomes effective.

For the purpose of calculating each Fund's net asset value per
share, securities are valued by the "amortized cost" method of
valuation, which does not take into account unrealized gains or
losses. This involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any
discount or premium regardless of the impact of fluctuating
interest rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or
lower than the price the Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily
yield on shares of the Funds computed as described above may
tend to be higher than a like computation made by a fund with
identical investments utilizing a method of valuation based upon
market prices and estimates of market prices for its portfolio
instruments. Thus, if the use of amortized cost by the Funds
resulted in a lower aggregate value on a particular day, a
prospective investor in the Funds would be able to obtain a
somewhat higher yield than would result from investment in a
fund utilizing market values, and existing investors would receive
less investment income. The converse would apply in a period of
rising interest rates.

The use of amortized cost and the maintenance of each Fund's per
share net asset value at $1.00 is based on its election to operate
under the provisions of Rule 2a-7 under the Investment Company
Act of 1940. To assure compliance with adopted procedures
pursuant to Rule 2a-7 under the Investment Company Act of 1940
(the "1940 Act"), the Fund will only invest in U.S. dollar denominated
securities with remaining maturities of 397 days or less, maintain the
dollar weighted average maturity of the securities in the Fund's portfolio
at 90 days or less and limit its investments to those instruments
which the Directors of the Fund determines present minimal credit
risks and which are eligible investments under the rule.
The Directors have established procedures designed to maintain
the Funds' price per share, as computed for the purpose of sales
and redemptions, at $1.00. These procedures include a review of
the Funds' holdings by the Directors at such intervals as they deem
appropriate to determine whether the Funds' net asset value
calculated by using available market quotations deviates from
$1.00 per share based on amortized cost. If any deviation exceeds
one-half of one percent, the Directors will promptly consider what
action, if any, will be initiated. In the event the Directors
determine that a deviation exists which may result in material
dilution or other unfair results to investors or existing
shareholders, they have agreed to take such corrective action as
they regard as necessary and appropriate, including the sale of
portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity; withhold
dividends; make a special capital distribution; redeem shares in
kind; or establish net asset value per share using available market
quotations.

There are various methods of valuing the assets and of paying
dividends and distributions from a money market fund. Each
Portfolio values its assets at amortized cost while also monitoring
the available market bid prices, or yield equivalents. Since
dividends from net investment income will be accrued daily and
paid monthly, the net asset value per share of each Portfolio will
ordinarily remain at $1.00, but the Portfolio's daily dividends will
vary in amount.

OFFICERS AND DIRECTORS

The officers of the Funds manage their day-to-day operations. The
Funds' manager and officers are subject to the supervision and
control of the Boards of Directors. A list of the officers and
directors of the Funds and a brief statement of their present
positions and principal occupations during the past five years is
set forth in the "Statement of Additional Information."

MANAGEMENT AND
INVESTMENT COUNSEL

Jones & Babson, Inc. was founded in 1960. It organized Scout
Stock, Bond, Money Market and Tax-Free Money Market Funds
in 1982, Scout Regional Fund in 1986, and Scout WorldWide
Fund in 1993 and acts as their manager and principal underwriter.
Pursuant to the current Management Agreements, Jones &
Babson, Inc. provides or pays the cost of all management,
supervisory and administrative services required in the normal
operation of the Funds. This includes investment management and
supervision; fees of the custodians, independent public
accountants and legal counsel; remuneration of officers, directors
and other personnel; rent; shareholder services, including the
maintenance of the shareholder accounting system and transfer
agency; and such other items as are incidental to corporate
administration. As underwriter of the Funds, Jones & Babson also
pays for distribution of the Fund's shares.

As a part of the Management Agreement, Jones & Babson, Inc.
employs at its own expense UMB Bank, n.a. as its investment
counsel to assist in the investment advisory function for the
Fund's.

UMB Bank, n.a. has an experienced investment analysis and
research staff which eliminates the need for Jones & Babson, Inc.
and the Funds to maintain extensive duplicate staffs, with the
consequent increase in the cost of investment advisory service.
David B. Anderson has been the portfolio manager of Scout Stock
Fund since 1982 and portfolio manager of Scout Regional Fund
since its inception in 1992. He joined UMB Investment Advisors
in 1979 and has 23 years of investment management experience.
William F. Anthony has been the portfolio manager of Scout Tax-
Free Money Market Fund since 1995. He joined UMB Investment
Advisors in 1991 and has over 30 years of investment
management experience. James L. Moffett has been the portfolio
manager of Scout WorldWide Fund since its inception in
September, 1993. He is a Chartered Financial Analyst. He joined
UMB Bank Kansas (previously Commercial National Bank) in
1979 and has more than 27 years of experience in investment
management. William A. Faust has been the portfolio manager of
both the Federal and Prime Portfolios of Scout Money Market
Fund since 1995. He joined UMB Investment Advisors in 1983
and has over 24 years of investment management experience.
George W. Root has been the portfolio manager of Scout Bond
Fund since 1982. He joined UMB Investment Advisors in 1978
and has 19 years of investment management experience.

The cost of the services of UMB Bank, n.a. (including custodian
fees) are included in the fees of Jones & Babson, Inc. The
Management Agreements limit the liability of the manager and its
investment counsel, as well as their officers, directors and
personnel, to acts or omissions involving willful malfeasance, bad
faith, gross negligence, or reckless disregard of their duties.
As compensation for all the foregoing services, Scout Stock Fund,
Scout Regional Fund, Scout Bond Fund and Scout WorldWide
Fund pay Jones & Babson, Inc. a fee at the annual rate of 85/100
of one percent (.85%) of their total net assets, which is computed
daily and paid semimonthly, from which Jones & Babson, Inc.
pays UMB Bank, n.a. an investment advisory fee of 35/100 of one
percent (.35%), a custodian fee of 15/100 of one percent (.15%)
and a fee for portfolio accounting services of 5/100 of one percent
(.05%). The total expenses of Scout Stock Fund for the fiscal year
ended June 30, 1995, amounted to .86% of the average net assets
of that Fund which included the following amounts paid to UMB
Bank, n.a.: $187,308 for custodian services, $439,315 for advisory
services and $37,656 for portfolio accounting services. The total
expenses of Scout Bond Fund for the fiscal year ended June 30, 1995,
amounted to .86% of the average net assets of that Fund which included
the following amounts paid to UMB Bank, n.a.: $113,650 for
custodian services, $269,115 for advisory services and $23,067 for
portfolio accounting services. The total expenses of Scout
Regional Fund for the fiscal year ended December 31, 1994,
amounted to .91% of the average net assets of that Fund which
included the following amounts paid to UMB Bank, n.a.: $37,073
for custodian services and $94,489 for advisory services. The total
expenses of Scout WorldWide Fund for the fiscal year ended
December 31, 1994, amounted to .85% of the average net assets of
that Fund which included the following amounts paid to UMB
Bank, n.a.: $17,211 for custodian services and $44,144 for
advisory services.

Scout Money Market Fund and Scout Tax-Free Money Market
Fund pay Jones & Babson, Inc. a fee at the annual rate of 50/100
of one percent (.50%) of their total net assets, which is computed
daily and paid semimonthly, from which Jones & Babson, Inc.
pays UMB Bank, n.a. an investment advisory fee of 1/10 of one
percent (.10%), a custodian fee of 13.5/100 of one pecent (.135%)
and a fee for portfolio accounting services of 3/100 of one percent
(.03%). The total expenses of the Federal Portfolio of Scout
Money Market Fund for the fiscal year ended June 30, 1995,
amounted to .51% of the average net assets of the Portfolio which
included the following amounts paid to UMB Bank, n.a.:
$286,017 for custodian services and $57,882 for portfolio
accounting services. Advisory fees of $31,765 (partial period)
were paid to UMB Bank, n.a. and $127,938 (partial period) were
paid to David L. Babson & Co. under a previous Investment
Counsel Agreement. The total expenses of the Prime Portfolio of
Scout Money Market Fund for the fiscal year ended June 30, 1995,
amounted to .51% of the average net assets of the Portfolio which
included the following amounts paid to UMB Bank, n.a.:
$308,996 for custodian services and $60,638 for portfolio
accounting services. Advisory fees of $39,839 (partial period)
were paid to UMB Bank, n.a. and $132,670 (partial period) were paid
to David L. Babson & Co. under a previous Investment Counsel Agreement.
The total expenses of Scout Tax-Free Money Market Fund for the fiscal year
ended June 30, 1995, amounted to .54% of the average net assets
of the Portfolio which included the following amounts paid to
UMB Bank, n.a.: $150,357 for custodian services and $28,614 for
portfolio accounting services. Advisory fees of $16,472 (partial
period) were paid to UMB Bank, n.a. and $61,196 (partial period)
were paid to David L. Babson & Co. under a previous Investment
Counsel Agreement.

The annual fees charged by Jones & Babson, Inc. is higher than
the fees of most other investment advisors whose charges cover
only investment advisory services with all remaining operational
expenses absorbed directly by the Fund. Yet, it compares
favorably with these other advisers when all expenses to Fund
shareholders are taken into account.

Not considered normal operating expenses and therefore payable
by the Funds, are taxes, fees and other charges of governments and
their agencies including the cost of qual-ifying the Funds' shares
for sale in any jurisdiction, interest, brokerage costs, and all costs
and expenses including legal and accounting fees incurred in
anticipation of or arising out of litigation or administrative
proceedings to which the Funds, their officers or directors may be
subject or a party thereto.

Certain officers and directors of each Fund are also
officers or directors or both of other Scout Funds or Jones &
Babson, Inc. Per share expenses of any Portfolio or Fund may
differ due to differences in management or
registration fees.

Jones & Babson, Inc. is a wholly-owned subsidiary of Business
Men's Assurance Company of America, which is considered to be
a controlling person under the Investment Company Act of 1940.
Assicurazioni Generali S.p.A., an insurance organization founded
in 1831 based in Trieste, Italy, is considered to be a controlling
person and is the ultimate parent of Business Men's Assurance
Company of America. Mediobanca is a 5% owner of Generali.
The current Management Agreements between the Funds and
Jones & Babson, Inc., which include the Investment Counsel
Agreements between Jones & Babson, Inc. and UMB Bank, n.a.
which have been approved by the Funds' shareholders, will
continue in effect until October 31, 1996, and will continue
automatically for successive annual periods ending each October
31 so long as such continuance is specifically approved at least
annually by the Boards of Directors of the Funds or by a vote of
the majority of the outstanding voting securities of the Funds, and,
provided also that such continuance is approved by the vote of a
majority of the Directors who are not parties to the Agreements or
interested persons of any such party at a meeting held in person
and called specifically for the purpose of evaluating and voting
on such approval. All of the Agreements provide that either party may
terminate by giving the other 60 days written notice. The Agreements
terminate automatically if assigned by either party. Jones & Babson,
Inc. acts as the transfer agent for each Fund.

GENERAL INFORMATION
AND HISTORY

On April 30, 1995 the name of the Fund group was changed from
"UMB" to "Scout." Scout Stock Fund and Scout Bond Fund, both
of which were incorporated in Maryland on July 29, 1982 as UMB
Stock Fund, Inc. and UMB Bond Fund, Inc., Scout Regional Fund,
which was incorporated in Maryland on July 11, 1986, as UMB
Qualified Dividend Fund, Inc., and changed its name to UMB
Heartland Fund, Inc. on July 30, 1991, and Scout WorldWide
Fund which was incorporated in Maryland on January 7, 1993 as
UMB WorldWide Fund, Inc., each have a present authorized
capitalization of 10,000,000 shares of $1 par value common stock.
All shares of each Fund are of the same class with like rights and
privileges. Each full and fractional share, when issued and
outstanding, has: (1) equal voting rights with respect to matters
which affect the Fund, and (2) equal dividend, distribution and
redemption rights to the assets of the Fund. Shares when issued are
fully paid and non-assessable. The Funds will not issue any senior
securities. Shareholders do not have pre-emptive or conversion
rights. The Funds may issue additional series of stock with the
approval of the Fund's Board of Directors.

Scout Money Market Fund, incorporated in Maryland on June 23,
1982 as UMB Money Market Fund, Inc., has a present authorized
capitalization of 1,500,000,000 shares of $.01 par value common
stock. One-half of the shares are presently reserved for issuance to
shareholders invested in the Federal Portfolio and one-half is
reserved for the Prime Portfolio shareholders. Each full and
fractional share, when issued and outstanding, has: (1) equal
voting rights with respect to matters which affect the Fund in
general and with respect to matters relating solely to the interests
of the Portfolio for which issued, and (2) equal dividend,
distribution and redemption rights to the assets of the Portfolio for
which issued and to general assets, if any, of the Fund which are
not specifically allocated to a particular Portfolio. Shares when
issued are fully paid and non-assessable. Except for the priority of
each share in the assets of its Portfolio, the Fund will not issue any
class of securities senior to any other class. Shareholders do not
have pre-emptive or conversion rights. The Fund may issue
additional series of stock with the approval of the Fund's Board of
Directors.

Scout Tax-Free Money Market Fund, incorporated in Maryland on
July 29, 1982 as UMB Tax-Free Money Market Fund, Inc., has a
present authorized capitalization of 1,000,000,000 shares of $.01
par value common stock. All shares are of the same class with like
rights and privileges. Each full and fractional share, when issued
and outstanding, has: (1) equal voting rights with respect to
matters which affect the Fund, and (2) equal dividend, distribution
and redemption rights to the assets of the Fund. Shares when
issued are fully paid and non-assessable. The Fund will not issue
any senior securities. Shareholders do not have pre-emptive or
conversion rights. The Fund may issue additional series of stock
with the approval of the Fund's Board of Directors.
Non-cumulative voting _ All of the Funds' shares have non-
cumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of directors can elect
100% of the directors, if they choose to do so, and in such event,
the holders of the remaining less than 50% of the shares voting
will not be able to elect any directors.

The Maryland Statutes permit registered investment companies,
such as the Funds, to operate without an annual meeting of
shareholders under specified circumstances if an annual meeting is
not required by the Investment Company Act of 1940. There are
procedures whereby the shareholders may remove directors. These
procedures are described in the "Statement of Additional
Information" under the caption "Officers and Directors." The
Funds have adopted the appropriate provisions in their By-Laws
and will not hold annual meetings of shareholders for the
following purposes unless required to do so: (1) election of
directors; (2) approval of any investment advisory agreement; (3)
ratification of the selection of independent public accountants; and
(4) approval of a distribution plan. As a result, the Fund does not
intend to hold annual meetings.

Federal Banking Laws - The Glass-Steagall Act is a federal law
that prohibits national banks from sponsoring, distributing or
controlling a registered open-end investment company. It is
possible that certain activities of UMB Bank, n.a. relating to the
Funds may be claimed to be comparable to the matters covered by
such provisions. It is not expected that any conclusions regarding
such activities of UMB Bank, n.a. would have any material effect
on the assets of the Funds or their shareholders, because
the Funds' management and distribution are under the control of
Jones & Babson, Inc., the Funds' investment adviser and
distributor, which is not subject to the Glass-Steagall Act.
Although it is not anticipated that decisions under the Glass-
Steagall Act adverse to UMB Bank, n.a. would have any material
effect on the conduct of the Fund's operations, if any unanticipated
changes affecting the Fund's operations were deemed appropriate,
the Board of Directors would promptly consider suitable
adjustments.

This prospectus omits certain of the information contained in the
registration statement filed with the Securities and Exchange
Commission, Washington, D.C. These items may be inspected at
the offices of the Commission or obtained from the Commission
upon payment of the fee prescribed.

In the opinion of the staff of the Securities and Exchange
Commission, the use of this combined Prospectus may possibly
subject all Funds to a certain amount of liability for any losses
arising out of any statement or omission in this prospectus
regarding a particular Fund. In the opinion of the Funds'
management, however, the risk of such liability is not materially
increased by the use of a combined Prospectus.

DIVIDENDS, DISTRIBUTIONS
AND THEIR TAXATION

Scout Stock Fund, Inc., Scout Regional Fund, Inc., and Scout
WorldWide Fund, Inc. will pay substantially all of their net income
semiannually, usually in June and December. It is contemplated
that substantially all of any net capital gains realized during a
fiscal year will be distributed with the fiscal year-end dividend,
with any remaining balance paid in December. Dividends and
capital gains distributions will be reinvested automatically in
additional shares at the net asset value per share next computed
and effective at the close of business on the day after the record
date, unless the shareholder has elected on the original application
or by written instructions filed with the Fund, to have them paid in
cash.

In the case of Scout Tax-Free Money Market Fund, Inc. and each
Portfolio of Scout Money Market Fund, Inc., at the close of each
business day, dividends consisting of substantially all of each
Portfolio's net investment income are declared payable to
shareholders of record at the close of that day, and credited to their
accounts. All daily dividends declared during a given month will
be distributed on the last day of the month.

In the case of Scout Bond Fund, at the close of each business day,
dividends consisting of substantially all of the Fund's net
investment income are declared payable to shareholders of record
at the close of the previous business day, and credited to their
accounts. All daily dividends declared during a given month will
be distributed on the last day of the month. It is contemplated that
substantially all of any net capital gains realized during a fiscal
year will be distributed with the fiscal year-end dividend, with any
remaining balance paid in December. Dividends and capital gains
distributions will be reinvested automatically in additional shares
at the net asset value per share next computed and effective at the
close of business on the day after the record date, unless the
shareholder has elected on the original application or by written
instructions filed with the Fund, to have them paid in cash.
Each Fund and each Portfolio of Scout Money Market Fund has
qualified and intends to continue to qualify each year as "a
regulated investment company" under the Internal Revenue Code
so that each Fund (or Portfolio) will not be subject to federal
income tax to the extent it distributes its income to its
shareholders. Dividends, either in cash or reinvested in shares,
paid by the Funds from net investment income will be taxable to
shareholders as ordinary income. In the case of Scout Stock Fund
and Scout Regional Fund, dividends paid by such Funds will
generally qualify in part for the 70% dividends-received deduction
for corporations, but the portion of the dividends so qualified
depends on the aggregate taxable qualifying dividend income
received by such Fund from domestic (U.S.) sources. Each Fund
will send to shareholders a statement each year advising the
amount and treatment of the dividend income.

Dividends and capital gains distributions, if any, are automatically
reinvested in additional shares at net asset value, unless the
shareholder has elected in writing to receive cash. The method of
payment elected remains in effect until the Fund is notified in
writing to the contrary. If at the time of a complete redemption and
closing of a shareholder account, there is net undistributed income
to the credit of the shareholder, it will be paid by separate check
on the next dividend distribution date. In the case of a partial
redemption, any net undistributed credit will be distributed on the
next dividend date according to the shareholder's instructions on
file with the Fund.

Whether paid in cash or additional shares of a Fund, and
regardless of the length of time Fund shares have been owned by
the shareholder, distributions from long-term capital gains are
taxable to shareholders as such, but are not eligible for the
dividends-received deduction for corporations. Shareholders are
notified annually by each Fund as to federal tax status of dividends
and distributions paid by the Fund. In the case of Scout Tax-Free Money
Market Fund, shareholders who have not been in such Fund for a
full fiscal year may have designated as tax-exempt a percentage of
income which is not equivalent to the actual amount applicable to
the period for which they have held the shares. Such dividends and
distributions may also be subject to state and local taxes.
Exchange and redemption of Fund shares are taxable events for
federal income tax purposes. Shareholders may also be subject to
state and municipal taxes on such exchanges and redemptions.
You should consult your tax adviser with respect to the tax status
of distributions from the Fund in your state and locality.
The Funds intend to declare and pay dividends and capital gains
distributions so as to avoid imposition of the federal excise tax. To
do so, each Fund (and in the case of Scout Money Market Fund,
each Portfolio) expects to distribute during the calendar year an
amount equal to: (1) 98% of its calendar year ordinary income; (2)
98% of its capital gains net income (the excess of short- and long-
term capital gain over short- and long-term capital loss) for the
one-year period ending each October 31; and (3) 100% of any
undistributed ordinary or capital gain net income from the prior
calendar year. Dividends declared in December of any year to
shareholders of record on any date in December will be deemed to
have been paid by the Fund (or Portfolio) and received by
shareholders on the record date provided that the dividends are
paid before February 1 of the following year.

To comply with IRS regulations, the Funds are required by federal
law to withhold 31% of reportable payments (which may include
dividends, capital gains distributions, and redemptions) paid to
shareholders who have not complied with IRS regulations. In order
to avoid this withholding requirement, shareholders must certify
on their Application or on a separate form supplied by the Fund,
that their Social Security or Taxpayer Identification Number
provided is correct and that they are not currently subject to
backup withholding, or that they are exempt from backup
withholding.

Exempt-Interest Dividends - Scout Tax-Free Money Market Fund
intends to invest a sufficient portion of its assets in municipal
securities so that it will qualify to pay "exempt-interest dividends"
(as defined in the Internal Revenue Code) to its shareholders. The
dividends payable by Scout Tax-Free Money Market Fund from
net tax-exempt interest from municipal securities will qualify as
exempt-interest dividends if, at the close of each quarter
of its taxable year, at least 50% of the value of the total assets of
such Fund consists of municipal securities. Exempt-interest
dividends distributed to shareholders are not includable in the
shareholder's gross income for federal income tax purposes. Any
insurance proceeds which represent maturing interest on defaulted
municipal securities held by Scout Tax-Free Money Market Fund
will be excludable from federal gross income. Distributions of net
investment income received by Scout Tax-Free Money Market
Fund from investments in debt securities other than municipal
securities, and any net realized short-term capital gains distributed
by Scout Tax-Free Money Market Fund, will be taxable to its
shareholders as ordinary income and will not be eligible for the
dividends-received deduction for corporations. Further, any
distribution of net realized capital gains will generally be subject
to taxation at the state and local level.

The Tax Reform Act of 1986 imposes certain additional
restrictions on the use of tax-exempt bond financing for
nongovernmental business activities such as industrial
development bonds. Accordingly, interest on certain types of non-
essential, or private activity bonds, may no longer be exempt from
federal income tax. Interest on other types of non-essential or
private activity bonds while still tax-exempt, will be treated as a
tax preference item for corporate and individual investors in
determining their liability in tax years beginning after 1986.
Pursuant to the Social Security Act Amendments of 1993, up to
85% of a social security recipient's benefits may be included in
federal taxable income (including income from tax-exempt sources
such as tax-exempt bonds in Scout Tax-Free Money Market Fund)
plus 50% of their benefits exceeding certain established amounts.
The federal income tax status of all distributions will be reported
to shareholders each January as a part of the annual statement of
shareholder transactions. Shareholders not subject to tax on their
income will not be required to pay tax on amounts distributed to
them.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED HEREIN FOR GENERAL
INFORMATION ONLY. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR
OWN TAX ADVISERS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF
INVESTMENT IN THE FUNDS.

SHAREHOLDER SERVICES

The Funds and their manager offer shareholders a broad variety of
services described throughout this prospectus. In addition, the
following services are
available.

Prototype Retirement Plans - The UMB Bank, n.a. has drafted
several IRS-approved-as-to-form prototype retirement plans to
assist individuals, sole proprietors, partnerships and corporations
in meeting their tax qualified retirement plan needs.

Individual Retirement Account (IRA) - The Bank also makes
available IRA accounts for individuals.

For further information about these services, please contact UMB
Bank, n.a.

SHAREHOLDER INQUIRIES

Telephone inquiries may be made toll free to the Funds, 1-800-
996-2862.
Shareholders may address written inquiries to the Funds at:
The Scout Fund Group
P.O. Box 410498
Kansas City, MO 64141-0498

For express delivery services:
The Scout Fund Group
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, MO 64108

<PAGE>

PART B

SCOUT STOCK FUND, INC.
SCOUT REGIONAL FUND, INC.
SCOUT BOND FUND, INC.
SCOUT MONEY MARKET FUND, INC.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
SCOUT WORLDWIDE FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

October 31, 1995

This Statement is not a Prospectus but should be read in conjunction with
the Funds' current Prospectus dated October 31, 1995. To obtain the
Prospectus please call the Funds toll free 1-800-4-BABSON
(1-800-422-2766), or in the Kansas City area 471-5200.

TABLE OF CONTENTS

Page
Investment Objectives and Policies
Portfolio Transactions
Investment Restrictions
Scout Stock Fund
Scout Regional Fund
Scout Bond Fund
Scout Money Market Fund
Scout Tax-Free Money Market Fund
Scout WorldWide Fund
Performance Measures
How the Funds' Shares are Distributed
How Share Purchases are Handled
Redemption of Shares
Signature Guarantees
Dividends and Distributions
Management and Investment Counsel
How Share Price is Determined
Officers and Directors
Custodian
Independent Public Accountants
Other Funds
Fixed Income Securities Described and Ratings
Municipal Securities Described and Ratings
Financial Statements

<PAGE>

INVESTMENT OBJECTIVES AND
POLICIES

The following policies supplement the Funds'
investment objectives and policies set forth in the
Prospectus.

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for the
Funds are made by Jones & Babson, Inc. pursuant
to recommendations by UMB Bank, n.a. for all
the Scout Funds. Officers of the Funds and Jones
& Babson, Inc. are generally responsible for
implementing or supervising these decisions,
including allocation of portfolio brokerage and
principal business and the negotiation of
commissions and/or the price of the securities.

In all transactions, it is the Funds' policy to
obtain the best combination of price and execu-
tion commensurate with the circumstances as
viewed at the time.

Scout Money Market Fund and Scout Tax-Free
Money Market Fund expect that purchases and
sales of portfolio securities usually will be
principal transactions. Portfolio securities
normally will be purchased directly from the
issuer or in the over-the-counter market from a
principal market maker for the securities, unless it
appears that a better combination of price and
execution may be obtained elsewhere. Usually
there will be no brokerage commission paid by
these Funds for such purchases. Purchases from
underwriters of portfolio securities will include a
commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving
as market makers will include the spread between
the bid and asked price. In instances where
securities are purchased on a commission basis,
the Funds will seek competitive and reasonable
commission rates based on the circumstances of
the trade involved and to the extent that they do
not detract from the quality of the execution.

The Funds believe it is in their best interest and
that of their shareholders to have a stable and
continuous relationship with a diverse group of
financially strong and technically qualified
broker-dealers who will provide quality executions
at competitive rates. Broker-dealers meeting these
qualifications also will be selected for their
demonstrated loyalty to the Funds, when acting on
their behalf, as well as for any research or other
services provided to the Funds. The Funds
normally will not pay a higher commission rate to
broker-dealers providing benefits or services to
them than they would pay to broker-dealers who
do not provide such benefits or services.
However, the Funds reserve the right to do so
within the principles set out in Section 28(e) of
the Securities Act of 1934 when it appears that
this would be in the best interests of the
shareholders.

No commitment is made to any broker or dealer
with regard to placing of orders for the purchase
or sale of Fund portfolio securities, and no specific
formula is used in placing such business.
Allocation is reviewed regularly by both the
Boards of Directors of the Funds and Jones &
Babson, Inc.

Since the Funds do not market their shares
through intermediary brokers or dealers, it is not
their practice to allocate brokerage or principal
business on the basis of sales of their shares which
may be made through such firms. However, they
may place portfolio orders with qualified broker-
dealers who recommend a Fund to other clients,
or who act as agent in the purchase of Fund shares
for their clients.

Research services furnished by broker-dealers
may be useful to the Fund manager and its
investment counselors in serving other clients, as
well as a Fund. Conversely, a Fund may benefit
from research services obtained by the manager or
its investment counsel from the placement of
portfolio brokerage of other clients.

When it appears to be in the best interests of its
shareholders, a Fund may join with other clients
of the manager and its investment counsel in
acquiring or disposing of a portfolio holding.
Securities acquired or proceeds obtained will be
equitably distributed between the Fund and other
clients participating in the transaction. In some
instances, this investment procedure may affect
the price paid or received by the Fund or the size
of the position obtained by the Fund.

The Funds do not intend to purchase securities
solely for short-term trading; nor will securities be
sold for the sole purpose of realizing gains.
However, a security may be sold and another of
comparable quality purchased at approximately
the same time to take advantage of what the
Funds' manager believes to be a disparity in the
normal yield relationship between the two
securities. In addition, a security may be sold and
another purchased when, in the opinion of
management, a favorable yield spread exists
between specific issues or different market sectors.

Short-term debt instruments with maturities of
less than one year are excluded from the
calculation of portfolio turnover.

INVESTMENT RESTRICTIONS

In addition to the investment objectives and
portfolio management policy set forth in the
Prospectus under the caption "Investment
Objective and Portfolio Management Policy," the
following restrictions also may not be changed
without approval of the "holders of a majority of
the outstanding shares" of the Funds or the
affected Portfolio series.

Scout Stock Fund will not: (1) purchase the
securities of any one issuer, except the United
States government, if immediately after and as a
result of such purchase (a) the value of the
holdings of the Fund in the securities of such
issuer exceeds 5% of the value of the Fund's total
assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of
securities, of such issuer; (2) engage in the
purchase or sale of real estate or commodities; (3)
underwrite the securities of other issuers; (4)
make loans to any of its officers, directors, or
employees, or to its manager, or general
distributor, or officers or directors thereof; (5)
make loans to other persons, except by the
purchase of debt obligations which are permitted
under its investment policy; (6) invest in
companies for the purpose of exercising control of
management; (7) purchase securities on margin,
or sell securities short; (8) purchase shares of
other investment companies except in the open
market at ordinary broker's commission or
pursuant to a plan of merger or consolidation; (9)
invest in the aggregate more than 5% of the value
of its gross assets in the securities of issuers (other
than federal, state, territorial, or local
governments, or corporations, or authorities
established thereby), which, including
predecessors, have not had at least three years'
continuous operations; (10) enter into dealings
with its officers or directors, its manager or
underwriter, or their officers or directors, or any
organization in which such persons have a
financial interest, except for transactions in the
Fund's own shares or other securities through
brokerage practices which are considered normal
and generally accepted under the circumstances
existing at the time; (11) purchase or retain
securities of any company in which any Fund
officers or directors, or Fund manager, its partner,
officer, or director beneficially owns more than
1/2 of 1% of said company's securities, if all such
persons owning more than 1/2 of 1% of said
company's securities own in the aggregate more
than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under
normal circumstances, except up to 10% of its
gross assets (computed at the lower of fair market
value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its
investments, and provided further that any
borrowing in excess of 5% of the total assets of
the Fund shall have asset coverage of at least 3 to
1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities
which are assessable or involve unlimited liability;
(15) invest in securities issued by affiliate banks of
UMB Financial Corporation; or (16) issue senior
securities except for those investment procedures
permissible under the Fund's other restrictions.

Scout Regional Fund will not: (1) purchase the
securities of any one issuer, except the United
States Government, if immediately after and as a
result of such purchase (a) the value of the
holdings of the Fund in the securities of such
issuer exceeds 5% of the value of the Fund's total
assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of
securities, of such issuer; (2) engage in the
purchase or sale of real estate or commodities; (3)
underwrite the securities of other issuers; (4)
make loans to any of its officers, directors, or
employees, or to its manager, or general
distributor, or officers or directors thereof; (5)
make loans to other persons, except by the
purchase of debt obligations which are permitted
under its investment policy; (6) invest in
companies for the purpose of exercising control of
management; (7) purchase securities on margin,
or sell securities short; (8) purchase shares of
other investment companies except in the open
market at ordinary broker's commission or
pursuant to a plan of merger or consolidation; (9)
invest in the aggregate more than 5% of the value
of its gross assets in the securities of issuers (other
than federal, state, territorial, or local
governments, or corporations, or authorities
established thereby), which, including
predecessors, have not had at least three years'
continuous operations; (10) enter into dealings
with its officers or directors, its manager or
underwriter, or their officers or directors, or any
organization in which such persons have a
financial interest, except for transactions in the
Fund's own shares or other securities through
brokerage practices which are considered normal
and generally accepted under the circumstances
existing at the time; (11) purchase or retain
securities of any company in which any Fund
officers or directors, or Fund manager, its partner,
officer, or director beneficially owns more than
1/2 of 1% of said company's securities, if all such
persons owning more than 1/2 of 1% of said
company's securities own in the aggregate more
than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under
normal circumstances, except up to 10% of its
gross assets (computed at the lower of fair market
value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its
investments, and provided further that any
borrowing in excess of 5% of the total assets of
the Fund shall have asset coverage of at least 3 to
1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities
which are assessable or involve unlimited liability;
(15) invest in securities issued by affiliate banks of
UMB Financial Corporation; or (16) issue senior
securities except for those investment procedures
permissible under the Fund's other restrictions.

Scout Bond Fund will not: (1) purchase the
securities of any one issuer, except the United
States government, if immediately after and as a
result of such purchase (a) the value of the
holdings of the Fund in the securities of such
issuer exceeds 5% of the value of the Fund's total
assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of
securities, of such issuer; (2) engage in the
purchase or sale of real estate or commodities; (3)
underwrite the securities of other issuers; (4)
make loans to any of its officers, directors, or
employees, or to its manager, or general
distributor, or officers or directors thereof; (5)
make loans to other persons, except by the
purchase of debt obligations which are permitted
under its investment policy; (6) invest in
companies for the purpose of exercising control of
management; (7) purchase securities on margin,
or sell securities short; (8) purchase shares of
other investment companies except in the open
market at ordinary broker's commission or
pursuant to a plan of merger or consolidation; (9)
invest in the aggregate more than 5% of the value
of its gross assets in the securities of issuers (other
than federal, state, territorial, or local
governments, or corporations, or authorities
established thereby), which, including
predecessors, have not had at least three years'
continuous operations; (10) enter into dealings
with its officers or directors, its manager or
underwriter, or their officers or directors, or any
organization in which such persons have a
financial interest, except for transactions in the
Fund's own shares or other securities through
brokerage practices which are considered normal
and generally accepted under the circumstances
existing at the time; (11) purchase or retain
securities of any company in which any Fund
officers or directors, or Fund manager, its partner,
officer, or director beneficially owns more than
1/2 of 1% of said company's securities, if all such
persons owning more than 1/2 of 1% of said
company's securities own in the aggregate more
than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under
normal circumstances, except up to 10% of its
gross assets (computed at the lower of fair market
value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its
investments, and provided further that any
borrowing in excess of 5% of the total assets of
the Fund shall have asset coverage of at least 3 to
1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest more than 25%
of the value of its assets in any one industry; or
(15) invest in securities which are assessable or
involve unlimited liability; (16) invest in
securities issued by affiliate banks of UMB
Financial Corporation; or (17) issue senior
securities except for those investment procedures
permissible under the Fund's other restrictions.

Scout Money Market Fund will not: (1) invest
in equity securities or securities convertible into
equities; (2) purchase the securities of any issuer
(other than obligations issued or guaranteed as to
principal and interest by the government of the
United States, its agencies or instrumentalities) if,
as a result, (a) more than 5% of either Portfolio's
total assets (taken at current value) would be
invested in the securities of such issuer, or (b)
either Portfolio would hold more than 10% of any
class of securities of such issuer (for this purpose,
all debts and obligations of an issuer maturing in
less than one year are treated as a single class of
securities); (3) borrow money in excess of 10% of
either Portfolio's total assets taken at market
value, and then only from banks as a temporary
measure for extraordinary or emergency purposes;
the Fund will not borrow to increase income
(leveraging) but only to facilitate redemption
requests which might otherwise require untimely
dispositions of Portfolio securities; the Fund will
repay all borrowings before making additional
investments, and interest paid on such borrowings
will reduce net income; (4) mortgage, pledge or
hypothecate its assets except in an amount up to
15% (10% as long as the Fund's shares are
registered for sale in certain states) of the value of
its total assets but only to secure borrowings for
temporary or emergency purposes; (5) issue senior
securities, as defined in the Investment Company
Act of 1940, as amended; (6) underwrite securities
issued by other persons; (7) purchase or sell real
estate, but this shall not prevent investment in
obligations secured by real estate; (8) make loans
to other persons, except by the purchase of debt
obligations which are permitted under its
investment policy; the purchase of a security
subject to a repurchase agreement is not
considered making a loan; (9) purchase securities
on margin or sell short; (10) purchase or retain
securities of an issuer if to the knowledge of the
Fund's management directors of the Fund, each of
whom owns more than one-half of one percent
(.5%) of such securities, together own more than
five percent (5%) of the securities of such issuer;
(11) purchase or sell commodities or commodity
contracts; (12) write, or invest in, put, call,
straddle or spread options or invest in interests in
oil, gas or other mineral exploration or
development programs; (13) invest in companies
for the purpose of exercising control; (14) invest
in securities of other investment companies,
except as they may be acquired as part of a
merger, consolidation or acquisition of assets; (15)
invest more than 5% of the value of either
Portfolio's total assets at the time of investment in
the securities of any issuer or issuers which have
records of less than three years continuous
operation, including the operation of any
predecessor, but this limitation does not apply to
securities issued or guaranteed as to interest and
principal by the United States government or its
agencies or instrumentalities; (16) purchase any
securities which would cause more than 25% of
the value of a Portfolio's total net assets at the
time of such purchase to be invested in any one
industry; provided, however, that the Prime
Portfolio reserves freedom of action to invest up to
100% of its assets in certificates of deposit or
bankers' acceptances of domestic branches of U.S.
banks; or (17) issue senior securities except for
those investment procedures permissible under the
Fund's other restrictions.

There is no limitation with respect to
investments in U.S. treasury bills, or other
obligations issued or guaranteed by the federal
government, its agencies and instrumentalities.

Scout Tax-Free Money Market Fund will not:
(1) invest in equity securities or securities
convertible into equities; (2) purchase more than
ten percent (10%) of the outstanding publicly
issued debt obligations of any issuer; (3) borrow or
pledge its credit under normal circumstances,
except up to 10% of its gross assets (computed at
the lower of fair market value or cost) for
temporary or emergency purposes (and not for the
purpose of leveraging its investments), and
provided further that any borrowing in excess of
5% of the total assets of the Fund shall have asset
coverage of at least 3 to 1; the Fund will repay all
borrowings before making additional investments;
(4) pledge, mortgage or hypothecate its assets to
an extent greater than ten percent (10%) of the
value of its net assets; (5) issue senior securities,
as defined in the Investment Company Act of
1940, as amended; (6) underwrite any issue of
securities; (7) purchase or sell real estate, but this
shall not prevent investment in municipal bonds
secured by a real estate interest therein; (8) make
loans to other persons, except by the purchase of
bonds, debentures or similar obligations which are
publicly distributed; the purchase of a security
subject to a repurchase agreement is not
considered making a loan; (9) purchase securities
on margin or sell short; (10) purchase or retain
securities of an issuer if those directors of the
corporation, each of whom owns more than one-
half of one percent (.5%) of such securities,
together own more than five percent (5%) of the
securities of such issuer; (11) purchase or sell
commodities or commodity contracts; (12) invest
in, put, call, straddle or spread options; (13)
purchase securities of any issuer (except the
United States government, its agencies and
instrumentalities, and any municipal bond
guaranteed by the United States government) if, as
a result, more than 5% of the total assets would be
invested in the securities of such issuer; for
purposes of this limitation, identification of the
"issuer" will be based on a determination of the
source of assets and revenues committed to
meeting interest and principal payments of each
security, and a government entity which
guarantees the securities issued by another entity
is also considered an issuer of that security; (14)
invest in companies for the purpose of exercising
control; (15) invest in securities of other
investment companies, except as they may be
acquired as part of a merger, consolidation or
acquisition of assets; or (16) invest more than 5%
of the value of its total assets at the time of
investment in the securities of any issuer or
issuers which have records of less than three years
continuous operation, including the operation of
any predecessor, but this limitation does not apply
to securities issued or guaranteed as to interest
and principal by the United States government or
its agencies or instrumentalities.

Scout WorldWide Fund will not: (1) purchase the
securities of any one issuer, except the United
States Government, if immediately after and as a
result of such purchase (a) the value of the
holdings of the Fund in the securities of such
issuer exceeds 5% of the value of the Fund's total
assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of
securities, of such issuer; (2) engage in the
purchase or sale of real estate or commodities
contracts, including futures contracts; (3) un-
derwrite the securities of other issuers; (4) make
loans to any of its officers, directors, or
employees, or to its manager, or general dis-
tributor, or officers or directors thereof; (5) make
loans to other persons, except by the purchase of
debt obligations which are permitted under its
investment policy; (6) invest in companies for the
purpose of exercising control of management; (7)
purchase securities on margin, or sell securities
short; (8) purchase shares of other investment
companies except in the open market at ordinary
broker's commission or pursuant to a plan of
merger or consolidation; (9) invest in the
aggregate more than 5% of the value of its gross
assets in the securities of issuers (other than
federal, state, territorial, or local governments, or
corporations, or authorities established thereby),
which, including predecessors, have not had at
least three years' continuous operations; (10) enter
into dealings with its officers or directors, its
manager or underwriter, or their officers or
directors, or any organization in which such
persons have a financial interest, except for
transactions in the Fund's own shares or other
securities through brokerage practices which are
considered normal and generally accepted under
the circumstances existing at the time; (11)
purchase or retain securities of any company in
which any Fund officers or directors, or Fund
manager, its partner, officer, or director benefi-
cially owns more than 1/2 of 1% of said
company's securities, if all such persons owning
more than 1/2 of 1% of said company's securities
own in the aggregate more than 5% of the
outstanding securities of such company; (12)
borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets
(computed at the lower of fair market value or
cost) for temporary or emergency purposes, and
not for the purpose of leveraging its investments,
and provided further that any borrowing in excess
of 5% of the total assets of the Fund shall have
asset coverage of at least 3 to 1, and provided
further that the Fund will not purchase securities
when borrowings exceed 5% of of its total assets;
(13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities
which are assessable or involve unlimited liability;
(15) invest in securities issued by affiliate banks of
UMB Financial Corporation; or (16) issue senior
securities except that borrowings from banks are
permitted so long as the requisite asset coverage
under restriction (12) above has been provided.

In addition to the fundamental investment
restrictions set out above, in order to comply with
the law or regulations of various states, the Funds
will not engage in the following practices: (1)
invest in securities which are not readily
marketable, or in securities of foreign issuers
which are not listed on a recognized domestic or
foreign securities exchange, (2) write put or call
options, (3) invest in oil, gas and other mineral
leases or arbitrage transactions, (4) purchase or
sell real estate (including limited partnership
interests, but excluding readily marketable
interests in real estate investment trusts or readily
marketable securities of companies which invest
in real estate); or (5) purchase securities of issuers
which the company is restricted from selling to
the public without registration under the
Securities Act of 1933, including Rule 144(a)
securities.

Certain states also require that the Fund's
investments in warrants, valued at the lower of
cost or market, may not exceed 5% of the value of
the Fund's net assets. Included within that
amount, but not to exceed 2% of the value of the
Fund's net assets may be warrants which are not
listed on the New York or American Stock
Exchange. Warrants acquired by the Fund in
units or attached to securities may be deemed to
be without value for purposes of this limitation.
In addition, the Funds have undertaken to the
state of California to comply with the expense
limitations set forth in Rule 260.140.84(a) of Title
10 of the California Administrative Code.

PERFORMANCE MEASURES

Yield of Scout Money Market Fund
and Scout Tax-Free Money Market Fund

From time to time, each Portfolio of the Scout
Money Market Fund and Scout Tax-Free Money
Market Fund may quote their yields in
advertisements, shareholder reports or other
communications to shareholders. Yield
information is generally available by calling the
Funds toll free 1-800-996-2862.

The current annualized yield for each Portfolio
of the Scout Money Market Fund and Scout Tax-
Free Money Market Fund is computed by: (a)
determining the net change in the value of a
hypothetical pre-existing account in a Fund
having a balance of one share at the beginning of
a seven calendar-day period for which yield is to
be quoted, (b) dividing the net change by the value
of the account at the beginning of the period to
obtain the base period return, and (c) annualizing
the results (i.e., multiplying the base period return
by 365/7). The net change in value of the account
reflects the value of additional shares purchased
with dividends declared on the original share and
any such additional shares, but does not include
realized gains and losses or unrealized
appreciation and depreciation. In addition, each
Fund may calculate a compound effective yield by
adding 1 to the base period return (calculated as
described above, raising the sum to a power equal
to 365/7 and sub-tracting 1).

For the seven-day period ended June 30, 1995,
the current annualized yield of the Scout Money
Market Fund - Federal Portfolio was ____% and
the compound effective yield was ____%. At June
30, 1995 that Portfolio's average maturity was __
days. For the seven-day period ended June 30,
1995, the current annualized yield of the Scout
Money Market Fund - Prime Portfolio was ____%
and the compound effective yield was ____%. At
June 30, 1995 that Portfolio's average maturity
was 45 days. For the seven-day period ended June
30, 1995, the current annualized yield of the Scout
Tax-Free Money Market Fund was ____% and the
compound effective yield was ____%. At June 30,
1995, that Fund's average portfolio maturity was
__ days.

Total Return

Scout Stock Fund, Scout Regional Fund, Scout
Bond Fund and Scout WorldWide Funds' "average
annual total return" figures described and shown
below are computed according to a formula
prescribed by the Securities and Exchange
Commission. The formula can be expressed as
follows:

P(1+T)n = ERV

Where: P = a hypothetical initial
payment of $1,000

T = average annual
total return

n = number of years

ERV = Ending Redeemable Value of a
hypothetical $1,000 payment
made at the beginning of the 1, 5,
or 10 year (or other) periods at
the end of the 1,5, or 10 year (or
other) periods (or fractional
portions thereof);

The tables below show the average total return
for each of the Funds or Portfolios for the
specified periods.

STOCK BOND

For the one year
7/1/94-6/30/95 17.30% 9.56%

For the five years
7/1/90-6/30/95 10.63% 7.65%

For the ten years
7/1/85-6/30/95 11.49% 8.07%

From commencement
of operations to 6/30/95*12.29% 8.63%

________________________________________
* The Funds commenced operation on
November 18, 1982.
REGIONAL WORLD-
WIDE
For the one year
1/1/94-12/31/94 .70% 3.82%

For the five years
1/1/90-12/31/94 5.80% N/A

From commencement
of operations to 12/31/94* 3.99% 7.45%
________________________________________
* Scout Regional Fund commenced operation on
November 17, 1986, and Scout WorldWide
Fund commenced operation on September 14,
1993.

HOW THE FUNDS' SHARES
ARE DISTRIBUTED

Jones & Babson, Inc., as agent of the Scout
Funds, agrees to supply its best efforts as sole
distributor of the Funds' shares and, at its own
expense, pay all sales and distribution expenses in
connection with their offering other than
registration fees and other government charges.

Jones & Babson, Inc. does not receive any fee or
other compensation under its distribution
agreements with the Funds which continue in
effect until October 31, 1996, and which will
continue automatically for successive annual
periods ending each October 31, if continued at
least annually by the Funds' Boards of Directors,
including a majority of those Directors who are
not parties to such Agreements or interested
persons of any such party. They terminate
automatically if assigned by either party or upon
60 days written notice by either party to the other.

Jones & Babson, Inc. also acts as sole
distributor of the shares for David L. Babson
Growth Fund, Inc., Babson Enterprise Fund, Inc.,
Babson Enterprise Fund II, Inc., D.L. Babson
Money Market Fund, Inc., D.L. Babson Tax-Free
Income Fund, Inc., D.L. Babson Bond Trust,
Babson Value Fund, Inc., Shadow Stock Fund,
Inc., Babson-Stewart Ivory International Fund,
Inc., Buffalo Balanced Fund, Inc., Buffalo Equity
Fund, Inc., Buffalo High Yield Fund, Inc. and
Buffalo USA Global Fund, Inc.

HOW SHARE PURCHASES ARE HANDLED

Each order accepted will be fully invested in
whole and fractional shares, unless the purchase
of a certain number of whole shares is specified, at
the net asset value per share next effective after an
order is accepted by a Fund.

Each investment is confirmed by a year-to-date
statement which provides the details of the
immediate transaction, plus all prior transactions
in your account during the current year. This
includes the dollar amount invested, the number
of shares purchased or redeemed, the price per
share, and the aggregate shares owned. A
transcript of all activity in your account during the
previous year will be furnished each January. By
retaining each annual summary and the last year-
to-date statement, you have a complete detailed
history of your account, which provides necessary
tax information. A duplicate copy of a past annual
statement is available from Jones & Babson, Inc.
at its cost, subject to a minimum charge of $5 per
account, per year requested.

Normally, the shares which you purchase are
held by the Fund in open account, thereby
relieving you of the responsibility of providing for
the safekeeping of a negotiable share certificate.
Should you have a special need for a certificate,
one will be issued on request for all or a portion of
the whole shares in your account. There is no
charge for the first certificate issued. A charge of
$3.50 will be made for any replacement
certificates issued. In order to protect the interests
of the other shareholders, share certificates will be
sent to those shareholders who request them only
after the Fund has determined that unconditional
payment for the shares represented by the
certificate has been received by its custodian,
UMB Bank, n.a.

If an order to purchase shares must be canceled
due to non-payment, the purchaser will be
responsible for any loss incurred by the Fund
involved arising out of such cancellation. To
recover any such loss, the Funds reserve the right
to redeem shares owned by any purchaser whose
order is canceled, and such purchaser may be
prohibited or restricted in the manner of placing
further orders.

The Funds reserve the right in their sole
discretion to withdraw all or any part of the
offering made by the prospectus or to reject
purchase orders when, in the judgment of
management, such withdrawal or rejection is in
the best interest of a Fund and its shareholders.
The Funds also reserve the right at any time to
waive or increase the minimum requirements
applicable to initial or subsequent investments
with respect to any person or class of persons,
which includes shareholders of the Funds' special
investment programs.

REDEMPTION OF SHARES

The right of redemption may be suspended, or
the date of payment postponed beyond the normal
five-day period by a Fund's Board of Directors
under the following conditions authorized by the
Investment Company Act of 1940: (1) for any
period (a) during which the New York Stock
Exchange is closed, other than customary
weekend and holiday closing, or (b) during which
trading on the New York Stock Exchange is
restricted; (2) for any period during which an
emergency exists as a result of which (a) disposal
by the Fund of securities owned by it is not
reasonably practical, or (b) it is not reasonably
practicable for the Fund to determine the fair
value of its net assets; or (3) for such other periods
as the Securities and Exchange Commission may
by order permit for the protection of the Fund's
shareholders.

SIGNATURE GUARANTEES

Signature guarantees normally reduce the
possibility of forgery and are required in
connection with each redemption method to
protect shareholders from loss. Signature
guarantees are required in connection with all
redemptions by mail or changes in share
registration, except as provided in the Prospectus.

Signature guarantees must appear together with
the signature(s) of the registered owner(s), on:

(1) a written request for redemption,

(2) a separate instrument of assignment, which
should specify the total nScouter of shares
to be redeemed (this "stock power" may be
obtained from the Fund or from most banks
or stock brokers), or

(3) all stock certificates tendered for
redemption.

DIVIDENDS AND DISTRIBUTIONS

The Funds' policy is to distribute substantially
all of their net investment income, if any, together
with any net realized capital gains in the amount
and at a date that will avoid both income
(including capital gains) taxes on them and the
imposition of the federal excise tax on
undistributed income and capital gains (see
discussion under "Dividends, Distributions and
their Taxation" in the prospectus).

Unless the shareholder elects otherwise,
dividends and capital gains distributions are
reinvested in additional shares at net asset value.
Any dividend and distribution election will
remain in effect until the Fund is notified by the
shareholder in writing at least three days prior to
the record date to change the election. An account
statement is sent to shareholders whenever an
income dividend or capital gains distribution is
paid.

Any dividend or capital gains distribution
reduces the net asset value per share by the per
share amount of such distribution.

Shares of Scout Money Market Fund and Scout
Tax-Free Money Market Fund begin earning
income on the effective date of purchase. Shares
of Scout Bond Fund begin earning income on the
day subsequent to the effective date of purchase
(see "How to Purchase Shares"). Income earned
on weekends, holidays and other days on which
these Funds are closed for business is declared as
a dividend on the first preceding business day.

MANAGEMENT AND
INVESTMENT COUNSEL

As part of the Management Agreements
between Jones & Babson, Inc., and each of the
Funds, Jones & Babson, Inc. employs at its own
expense UMB Bank, n.a. as its investment
counsel.

The aggregate management fee paid to Jones &
Babson, Inc. by Scout Stock Fund during the most
recent fiscal year ended June 30, 1995 for which
Jones & Babson, Inc. paid all the Fund's expenses
except those payable directly by the Fund, was
$1,066,903. The .85% annual fee charged by
Jones & Babson, Inc. covers all normal operating
costs of the Fund.

The aggregate management fee paid to Jones &
Babson, Inc. by Scout Regional Fund during the
most recent fiscal year ended December 31, 1994,
from which Jones & Babson, Inc. paid all the
Fund's expenses except those payable directly by
the Fund, was $229,498. The .85% annual fee
charged by Jones & Babson, Inc. covers all
normal operating costs of the Fund.

The aggregate management fee paid to Jones &
Babson, Inc. by Scout WorldWide Fund during
the most recent fiscal year ended December 31,
1994, from which Jones & Babson, Inc. paid all
the Fund's expenses except those payable directly
by the Fund, was $107,224. The .85% annual fee
charged by Jones & Babson, Inc. covers all
normal operating costs of the Fund.

The aggregate management fee paid to Jones &
Babson, Inc. by Scout Bond Fund during the most
recent fiscal year ended June 30, 1995 from which
Jones & Babson, Inc. paid all the Fund's expenses
except those payable directly by the Fund, was
$653,572. The .85% annual fee charged by Jones
& Babson, Inc. covers all normal operating costs
of the Fund.

For its investment supervisory services and
counsel in connection with Scout Stock Fund,
Scout Regional Fund, Scout Bond Fund and Scout
WorldWide Fund, Jones & Babson, Inc. pays
UMB Bank, n.a. a fee computed on an annual
basis at the rate of .35% of the average daily total
net assets of each of these Funds.

The aggregate management fees paid to Jones
& Babson, Inc. by Scout Money Market Fund
during the most recent fiscal year ended June 30,
1995, from which Jones & Babson, Inc. paid all
the Fund's expenses except those payable directly
by the Fund, was $1,975,351. The .50% annual
fee charged by Jones & Babson, Inc. covers all
normal operating costs of the Fund.

The aggregate management fees paid to Jones
& Babson, Inc. by Scout Tax-Free Money Market
Fund during the most recent fiscal year ended
June 30, 1995, from which Jones & Babson, Inc.
paid all the Fund's expenses except those payable
directly by the Fund, was $516,916. The .50%
annual fee charged by Jones & Babson, Inc.
covers all normal operating costs of the Fund.

HOW SHARE PRICE IS DETERMINED

The net asset value per share of each Fund
portfolio is computed once daily, Monday through
Friday, at the specific time during the day that the
Board of Directors of each Fund sets at least
annually, except on days on which changes in the
value of a Fund's portfolio securities will not
materially affect the net asset value, or days
during which no security is tendered for
redemption and no order to purchase or sell such
security is received by the Fund, or the following
holidays:

New Years Day January 1
Martin Luther Third Monday
King Day* in January
Presidents' Holiday Third Monday
in February
Good Friday Friday before Easter
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday
in September
Columbus Day* Second Monday
in October
Veterans' Day* November 11
Thanksgiving Day Fourth Thursday
in November
Christmas Day December 25

* Money Market and Tax-Free Money Market
Funds only.

OFFICERS AND DIRECTORS

The Funds are managed by Jones & Babson
subject to the supervision and control of the
Boards of Directors. The following table lists the
Officers and Directors of the Funds. Unless noted
otherwise, the address of each Officer and
Director is Three Crown Center, 2440 Pershing
Road, Suite G-15, Kansas City, Missouri 64108.
Except as indicated, each has been an employee of
Jones & Babson, Inc. for more than five years.

* Larry D. Armel, President and Director,
Jones & Babson, Inc., Scout Stock Fund, Inc.,
Scout Regional Fund, Inc., Scout Bond Fund,
Inc., Scout Money Market Fund, Inc., Scout
Tax-Free Money Market Fund, Inc., Scout
WorldWide Fund, Inc., Shadow Stock Fund,
Inc., David L. Babson Growth Fund, Inc., D.L.
Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., Babson Value
Fund, Inc., Babson Enterprise Fund, Inc.,
Babson Enterprise Fund II, Inc., Babson-
Stewart Ivory International Fund, Inc., Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc., Buffalo USA
Global Fund, Inc.; Trustee and President of D.
L. Babson Bond Trust.

William E. Hoffman, D.D.S., Director, Scout
Stock Fund, Inc., Scout Regional Fund, Inc.,
Scout Bond Fund, Inc., Scout Money Market
Fund, Inc., Scout Tax-Free Money Market
Fund, Inc., Scout WorldWide Fund, Inc.;
Orthodontist, 3700 West 83rd Street, Suite 206,
Prairie Village, Kansas 66208.

Eric T. Jager, Director, Scout Stock Fund,
Inc., Scout Regional Fund, Inc., Scout Bond
Fund, Inc., Scout Money Market Fund, Inc.,
Scout Tax-Free Money Market Fund, Inc.,
Scout WorldWide Fund, Inc.; President and
Director, Windcrest Investment Management,
Inc.; Director, Bartlett Futures, Inc., Nygaard
Corporation, 4800 Main Street, Suite 600,
Kansas City, Missouri 64112; formerly Senior
Vice President, Eppler, Guerin & Turner,
Dallas, Texas, a securities brokerage firm.

Stephen F. Rose, Director, Scout Stock Fund,
Inc., Scout Regional Fund, Inc., Scout Bond
Fund, Inc., Scout Money Market Fund, Inc.,
Scout Tax-Free Money Market Fund, Inc.,
Scout WorldWide Fund, Inc.; President, Sun
Publications, Inc., 7373 W. 107th Street,
Overland Park, Kansas 66212.
________________________________________

* Directors who are interested persons as that
term is defined in the Investment Company
Act of 1940, as amended.
Stuart Wien, Director, Scout Stock Fund, Inc.,
Scout Regional Fund, Inc., Scout Bond Fund, Inc.,
Scout Money Market Fund, Inc., Scout Tax-Free
Money Market Fund, Inc., Scout WorldWide
Fund, Inc.; Retired, 4589 West 124th Place,
Leawood, Kansas 66206, formerly Chairman of
the Board, Milgram Food Stores, Inc.

P. Bradley Adams, Vice President and
Treasurer, Jones & Babson, Inc., Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money Market
Fund, Inc., Scout Regional Fund, Inc., Scout
WorldWide Fund, Inc., David L. Babson Growth
Fund, Inc., D. L. Babson Money Market Fund,
Inc., D. L. Babson Tax-Free Income Fund, Inc.,
Babson Enterprise Fund, Inc., Babson Enterprise
Fund II, Inc., Babson Value Fund, Inc., Shadow
Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc., D.L. Babson Bond Trust,
Buffalo Balanced Fund, Inc., Buffalo Equity Fund,
Inc., Buffalo High Yield Fund, Inc., Buffalo USA
Global Fund, Inc.

Michael A. Brummel, Vice President, Assistant
Secretary and Assistant Treasurer, Jones &
Babson, Inc., Scout Stock Fund, Inc., Scout Bond
Fund, Inc., Scout Money Market Fund, Inc., Scout
Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund,
Inc., David L. Babson Growth Fund, Inc., D.L.
Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc., Shadow Stock Fund,
Inc., Babson-Stewart Ivory International Fund,
Inc., D.L. Babson Bond Trust, Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo
High Yield Fund, Inc., Buffalo USA Global Fund,
Inc.

Martin A. Cramer, Vice President and
Secretary, Jones & Babson, Inc., Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money Market
Fund, Inc., Scout Regional Fund, Inc., Scout
WorldWide Fund, Inc., David L. Babson Growth
Fund, Inc., D.L. Babson Money Market Fund,
Inc., D.L. Babson Tax-Free Income Fund, Inc.,
Babson Enterprise Fund, Inc., Babson Enterprise
Fund II, Inc., Babson Value Fund, Inc., Shadow
Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc., D.L. Babson Bond Trust,
Buffalo Balanced Fund, Inc., Buffalo Equity Fund,
Inc., Buffalo High Yield Fund, Inc., Buffalo USA
Global Fund, Inc.

John G. Dyer, Vice President and Legal
Counsel, Scout Stock Fund, Inc., Scout Regional
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money Market
Fund, Inc. and Scout WorldWide Fund, Inc.,
Buffalo Balanced Fund, Inc., Buffalo Equity Fund,
Inc., Buffalo High Yield Fund, Inc., Buffalo USA
Global Fund, Inc.

None of the officers or directors will be
remunerated by the Funds for their normal duties
and services. Their compensation and expenses
arising out of normal operations will be paid by
Jones & Babson, Inc. under the provisions of the
Management Agreements.

Messrs. Hoffman, Jager, Rose and Wien have
no financial interest in, nor are they affiliated
with, either Jones & Babson, Inc. or UMB Bank,
n.a.

The Audit Committee of the Board of Directors
for all Scout Funds is composed of Messrs.
Hoffman, Jager, Rose and Wien.

The Officers and Directors of the Funds as a
group own less than 1% of any of the Funds.

The Funds will not hold annual meetings except
as required by the Investment Company Act of
1940 and other applicable laws. The Funds are
Maryland corporations. Under Maryland law, a
special meeting of stockholders of a Fund must be
held if the Fund receives the written request for a
meeting from the stockholders entitled to cast at
least 25 percent of all the votes entitled to be cast
at the meeting. Each Fund has undertaken that its
Directors will call a meeting of stockholders if
such a meeting is requested in writing by the
holders of not less than 10% of the outstanding
shares of the Fund. To the extent required by the
undertaking, the Fund will assist shareholder
communications in such matters.

CUSTODIAN

The Funds' portfolio assets are held for
safekeeping by UMB Bank, n.a. This means the
bank, rather than the Funds, has possession of the
Funds' cash and securities. But, as directed by the
Funds' officers, it delivers cash to those who have
sold securities to a Fund in return for such
securities, and to those who have purchased
portfolio securities from a Fund, it delivers such
securities in return for their cash purchase price.
It also collects income directly from issuers of
securities owned by a Fund and holds this for
payment to shareholders after deduction of the
Fund's expenses. The custodian is compensated
for its services by the manager. There are no
charges to the Funds. UMB Bank, n.a. also
functions as an investment adviser to the Funds
(see "Management and Investment Counsel" in
the Prospectus).

INDEPENDENT PUBLIC ACCOUNTANTS

The Funds' financial statements are examined
annually by independent public accountants
approved by the directors each year, and in years
in which an annual meeting is held the directors
may submit their selection of independent public
accountants to the shareholders for ratification.

Reports to shareholders will be published at
least semiannually.

Arthur Andersen LLP, P.O. Box 13406, Kansas
City, Missouri 64199, is the present independent
public accountant for Scout Stock Fund, Inc.,
Scout Bond Fund, Inc., Scout Money Market
Fund, Inc. and Scout Tax-Free Money Market
Fund, Inc.

Baird, Kurtz & Dobson, City Center Square,
Suite 2700, 1100 Main Street, Kansas City,
Missouri 64105, is the present independent
certified public accountant for Scout Regional
Fund, Inc. and Scout WorldWide Fund, Inc.

OTHER FUNDS

In addition to the Scout Stock Fund, Inc., Scout
Bond Fund, Inc., Scout Regional Fund, Inc., Scout
Money Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., and Scout WorldWide Fund,
Inc., Jones & Babson, Inc. also sponsors and
manages the Babson Group of Mutual Funds.
They are: David L. Babson Growth Fund, Inc.,
Babson Enterprise Fund, Inc., Babson Enterprise
Fund II, Inc., Babson Value Fund, Inc., D. L.
Babson Money Market Fund, Inc., D. L. Babson
Tax-Free Income Fund, Inc., D. L. Babson Bond

Trust, Shadow Stock Fund, Inc. and Babson-
Stewart Ivory International Fund, Inc.

Jones and Babson, Inc. also sponsors and
manages the Buffalo Group of Mutual Funds.
They are: Buffalo Balanced Fund, Inc., Buffalo
Equity Fund, Inc., Buffalo High Yield Fund, Inc.
and Buffalo USA Global Fund, Inc.

FIXED INCOME SECURITIES
DESCRIBED AND RATINGS

In evaluating investment suitability, each
investor must relate the characteristics of a
particular investment under consideration to
personal financial circumstances and goals.

Money market instruments are generally
described as short-term debt obligations issued by
governments, corporations and financial
institutions. Usually maturities are one year or
less. The yield from this type of instrument is
very sensitive to short-term lending conditions.
Thus, the income of money market funds will
follow closely the trend of short-term interest
rates, rising when those rates increase and
declining when they fall.

Because of the short maturities, fluctuation in
the principal value of money market-type
securities resulting from changes in short-term
interest rates normally will not be sufficient to
change the net asset value (price) per share.
Although the Fund's shareholders can anticipate
that this principal value stability will be reflected
in the price of the Fund's shares, it cannot be
guaranteed.

A money market security does not have the
characteristics usually associated with a long-term
investment. Long-term investors who commit
their assets to a money market security must
understand that short-term interest rates have a
history of sharp and frequent peaks and valleys.
Thus, there may be occasions when the rates are
sufficiently low as to be unattractive when
compared to the return on other types of
investments. The investor who commits long-
term funds to a short-term investment is exposed
to the risks associated with buying and selling
securities in anticipation of unpredictable future
market events.

Description of Bond Ratings:

Standard & Poor's Corporation (S&P)
AAA - Highest Grade. These securities possess
the ultimate degree of protection as to principal
and interest. Marketwise, they move with interest
rates, and hence provide the maximum safety on
all counts.

AA - High Grade. Generally, these bonds differ
from AAA issues only in a small degree. Here
too, prices move with the long-term money
market.

A - Upper-medium Grade. They have
considerable investment strength, but are not
entirely free from adverse effects of changes in
economic and trade conditions. Interest and
principal are regarded as safe. They
predominately reflect money rates in their market
behavior but, to some extent, also economic
conditions.

Moody's Investors Service, Inc. (Moody's) .
Aaa - Best Quality. These securities carry the
smallest degree of investment risk and are
generally referred to as "gilt-edge". Interest
payments are protected by a large, or by an
exceptionally stable margin, and principal is
secure. While the various protective elements are
likely to change, such changes as can be
visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - High Quality by All Standards. They are
rated lower than the best bonds because margins
of protection may not be as large as in Aaa
securities, fluctuation of protective elements may
be of greater amplitude, or there may be other
elements present which make the long-term risks
appear somewhat greater.

A - Upper-medium Grade. Factors giving
security to principal and interest are considered
adequate, but elements may be present which
suggest a susceptibility to impairment sometime
in the future.

Description of Commercial Paper Ratings:

Moody's . . . Moody's commercial paper rating
is an opinion of the ability of an issuer to repay
punctually promissory obligations not having an
original maturity in excess of nine months.
Moody's has one rating - prime. Every such
prime rating means Moody's believes that the
commercial paper note will be redeemed as
agreed. Within this single rating category are the
following classifications:

Prime - 1 Highest Quality
Prime - 2 Higher Quality
Prime - 3 High Quality

The criteria used by Moody's for rating a
commercial paper issuer under this graded system
include, but are not limited to the following
factors:

(1) evaluation of the management of the issuer;

(2) economic evaluation of the issuer's industry
or industries and an appraisal of speculative
type risks which may be inherent in certain
areas;

(3) evaluation of the issuer's products in relation
to competition and customer acceptance;

(4) liquidity;

(5) amount and quality of long-term debt;

(6) trend of earnings over a period of ten years;
(7) financial strength of a parent company and
relationships which exist with the issuer; and

(8) recognition by the management of obligations
which may be present or may arise as a result
of public interest questions and preparations
to meet such obligations.

S&P . . . Standard & Poor's commercial paper
rating is a current assessment of the likelihood of
timely repayment of debt having an original
maturity of no more than 270 days. Ratings are
graded into four categories, ranging from "A" for
the highest quality obligations to "D" for the
lowest. The four categories are as follows:

"A" Issues assigned this highest rating are
regarded as having the greatest capacity for
timely payment. Issues in this category are
further refined with the designations 1, 2,
and 3 to indicate the relative degree of safety.

"A-1" This designation indicates that the
degree of safety regarding timely
payment is very strong.

"A-2" Capacity for timely payment on issues
with this designation is strong.
However, the relative degree of safety
is not as overwhelming.

"A-3" Issues carrying this designation have a
satisfactory capacity for timely
payment. They are, however,
somewhat more vulnerable to the
adverse effects of changes in
circumstances than obligations
carrying the higher designations.

"B" Issues rated "B" are regarded as having only
an adequate capacity for timely payment.
Furthermore, such capacity may be damaged
by changing conditions or short-term
adversities.

"C" This rating is assigned to short-term debt
obligations with a doubtful capacity for
payment.

"D" This rating indicates that the issuer is either
in default or is expected to be in default upon
maturity.

MUNICIPAL SECURITIES DESCRIBED
AND RATINGS

Municipal securities include bonds and other
debt obligations issued by or on behalf of states,
territories and possessions of the United States of
America and the District of Columbia including
their political subdivisions or their duly
constituted authorities, agencies and
instrumentalities, the interest on which is exempt
from federal income tax.

Municipal securities are issued to obtain funds
for various public purposes, including the
construction of a wide range of public facilities,
such as airports, bridges, highways, housing,
hospitals, mass transportation, schools, streets,
waterworks and sewer systems. Municipal
securities also may be issued in connection with
the refunding of outstanding obligations and
obtaining funds to lend to other public institutions
and facilities or for general operating expenses.

The two principal classifications of municipal
bonds are "general obligation" and "revenue."
General obligation bonds are secured by the
issuer's pledge of its full faith, credit and taxing
power for the payment of principal and interest.
Revenue bonds are payable only from the revenues
derived from a particular facility or class of
facilities, or in some cases, from the proceeds of a
special excise tax or other specific revenue source.

Scout Tax-Free Money Market Fund may invest
in industrial development bonds, the interest from
which is exempt from federal income tax. Under
certain circumstances, "substantial users" of the
facilities financed with such obligations, or
persons related to "substantial users," may be
required to pay federal income tax on this
otherwise exempted interest. Such persons should
consult the Internal Revenue Code and their
financial adviser to determine whether or not this
Fund is an appropriate investment for them.

There are a variety of hybrid and special types
of municipal obligations, as well as numerous
differences in the security of municipal bonds,
both within and between the two principal
classifications of general obligation and revenue.

Municipal notes include tax, revenue and bond
anticipation notes of short maturity, generally less
than three years, which are issued to obtain
temporary funds for various public purposes. Also
included in this category are Construction Loan
Notes, Short-Term Discount Notes and Project
Notes issued by a state or local housing agency but
secured by the full faith and credit of the United
States.

Yields on municipal securities depend on a
variety of factors, such as the size of a particular
offering, the maturity and the rating of the
obligation, economic and monetary conditions,
and conditions of the municipal securities market,
including the volume of municipal securities
available. Market values of municipal securities
will vary according to the relation of their yields
available. Consequently, the net asset value of
Tax-Free Money Market Fund and its shares can
be expected to change as the level of interest rates
fluctuates.

Municipal obligations, like all other debt
obligations, carry the risk of default. Through
careful selection and supervision, and
concentration in the higher-quality investment
grade issues, management intends to reduce this
risk.

Prices of outstanding municipal securities will
fluctuate with changes in the interest rates on new
issues. Thus, the price of Tax-Free Money Market
Fund's shares will tend to increase as the rates on
new issues decline, and decrease whenever the
current rate is rising. Management will seek to
minimize such share price fluctuation to the
extent this can be achieved without detracting
from Scout Tax-Free Money Market Fund's
primary objective of the highest quality and
maturity characteristics of the portfolio.

Municipal securities are not traded as actively
as other securities. Even though municipal
securities will be redeemed at face value upon
maturity, from time to time, when there has been
no active trading in a particular portfolio holding,
its interim pricing for the purpose of the daily
valuation of Scout Tax-Free Money Market Fund's
shares may have to be based on other sources of
information and methods deemed fair and
reasonable by the Board of Directors. One
principal method which is commonly used by
funds and other investors who own municipal
securities is called matrix pricing.

From time to time, proposals have been
introduced in Congress to restrict or eliminate the
federal income tax exemption for interest on
municipal securities. Similar proposals may be
introduced in the future. If such proposals were
enacted, the availability of municipal securities for
investment by Tax-Free Money Market Fund
would be adversely affected. In such event, the
Fund would re-evaluate its investment objective
and policies and submit possible changes in the
structure of the Fund for the consideration of the
shareholders.

RATINGS OF MUNICIPAL SECURITIES

The ratings of bonds by Moody's and Standard
and Poor's Corporation represent their opinions of
quality of the municipal bonds they undertake to
rate. These ratings are general and are not
absolute standards. Consequently, municipal
bonds with the same maturity, coupon and rating
may have different yields, while municipal bonds
of the same maturity and coupon with different
ratings may have the same yield.
Both Moody's and S&P's Municipal Bond
Ratings cover obligations of states and political
subdivisions. Ratings are assigned to general
obligation and revenue bonds. General obligation
bonds are usually secured by all resources
available to the municipality and the factors
outlined in the rating definitions below are
weighted in determining the rating. Because
revenue bonds in general are payable from
specifically pledged revenues, the essential
element in the security for a revenue bond is the
quantity and quality of the pledged revenues
available to pay debt service.

Although an appraisal of most of the same
factors that bear on the quality of general
obligation bond credit is usually appropriate in the
rating analysis of a revenue bond, other factors are
important, including particularly the competitive
position of the municipal enterprise under review
and the basic security covenants. Although a
rating reflects S&P's judgment as to the issuer's
capacity for the timely payment of debt service, in
certain instances it may also reflect a mechanism
or procedure for an assured and prompt cure of a
default, should one occur, i.e., an insurance
program, federal or state guaranty, or the
automatic withholding and use of state aid to pay
the defaulted debt service.

S&P'S RATINGS

AAA Prime - These are obligations of the highest
quality. They have the strongest capacity for
timely payment of debt service.

General Obligation Bonds - In a period of
economic stress, the issuers will suffer the
smallest declines in income and will be least
susceptible to autonomous decline. Debt burden is
moderate. A strong revenue structure appears
more than adequate to meet future expenditure
requirements. Quality of management appears
superior.

Revenue Bonds - Debt service coverage has been,
and is expected to remain, substantial. Stability of
the pledged revenues is also exceptionally strong,
due to the competitive position of the municipal
enterprise or to the nature of the revenues. Basic
security provisions (including rate covenant,
earnings test for issuance of additional bonds, debt
service, reserve requirements) are rigorous. There
is evidence of superior management.

AA - High Grade - The investment
characteristics of general obligation and revenue
bonds in this group are only slightly less marked
than those of the prime quality issues. Bonds
rated "AA" have the second strongest capacity for
payment of debt service.

A - Good Grade - Principal and interest
payments on bonds in this category are regarded
as safe. This rating describes the third strongest
capacity for payment of debt service. It differs
from the two higher ratings because:

General Obligation Bonds - There is some
weakness, either in the local economic base, in
debt burden, in the balance between revenues and
expenditures, or in quality of management. Under
certain adverse circumstances, any one such
weakness might impair the ability of the issuer to
meet debt obligations at some future date.

Revenue Bonds - Debt service coverage is good,
but not exceptional. Stability of the pledged
revenues could show some variations because of
increased competition or economic influences on
revenues. Basic security provisions, while
satisfactory, are less stringent. Management
performance appears adequate.

MOODY'S RATINGS OF MUNICIPAL
BONDS

Aaa - Bonds which are rated Aaa are judged to be
of the best quality. These securities carry the
smallest degree of investment risk and are
generally referred to as "gilt-edge." Interest
payments are protected by a large, or by an
exceptionally stable margin, and principal is
secure. While the various protective elements are
likely to change, such changes as can be
visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of
high quality by all standards. They are rated
lower than the best bonds because margins of
protection may not be as large as in Aaa
securities, fluctuation of protective elements may
be of greater amplitude, or there may be other
elements present which make the long-term risks
appear somewhat greater.

A - Bonds which are rated A possess many
favorable investment attributes and are to be
considered as upper medium grade obligations.
Factors giving security to principal and interest
are considered adequate, but elements may be
present which suggest a susceptibility to
impairment sometime in the future.

MOODY'S RATINGS OF MUNICIPAL
NOTES

MIG 1: The best quality, enjoying strong
protection from established cash flows of funds for
their servicing or from established and broadbased
access to the market for refinancing, or both.

MIG 2: High quality, with margins of protection
ample, although not so large as in the preceding
group.

MIG 3: Favorable quality, with all security
elements accounted for, but lacking the
undeniable strength of the preceding grades.
Market access for refinancing, in particular, is
likely to be less well established.

FINANCIAL STATEMENTS

The audited financial statements of Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc. and Scout Tax-Free Money
Market Fund, Inc. which are contained in the June
30, 1995 Annual Reports to Shareholders and the
audited financial statements of Scout Regional
Fund, Inc. and Scout WorldWide Fund, Inc.
contained in the December 31, 1994 Annual
Reports to Shareholders are incorporated herein
by reference.

<PAGE>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS.

Herewith are all financial statements and exhibits filed as
a part of this registration statement:

(a) Financial Statements:

Included in Part A - Prospectus:

Per Share Capital and Income Changes

Included in Part B - Statement of Additional Information:

The audited financial statements contained in the most
recent Annual Report to Shareholders of Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money Market
Fund, Inc., Scout Tax-Free Money Market Fund, Inc.,
Scout Regional Fund, Inc., and Scout WorldWide Fund,
Inc. are incorporated by reference into Part B. of this
Registration Statement.

Included in Part C - Other Information:

Consents of Independent Public Accountants Baird Kurtz
& Dobson

Consents of Independent Public Accountants Arthur
Andersen & Co.

(b) *(1) Registrant's Articles of Incorporation.

*(2) Registrant's Bylaws.

(3) Not applicable, because there is no voting
trust agreement.

*(4) Specimen copy of each security to be issued by
the registrant.

*(5) (a) Form of Management Agreement between
UMB Bank, n. a. and Scout Money Market
Fund, Inc.

(b) Form of Management Agreement between
UMB Bank, n. a. and Scout Tax-Free Money
Market Fund, Inc.

(d) Form of Management Agreement between
UMB Bank, n. a. and Scout Bond
Fund, Inc.

(e) Form of Management Agreement between
UMB Bank, n. a. and Scout Regional
Fund, Inc.

(f) Form of Management Agreement between
UMB Bank, n. a. and Scout WorldWide
Fund, Inc.

*(6) Form of principal Underwriting Agreement
between Jones & Babson, Inc. and the
Registrant.

(7) Not applicable, because there are no pension,
bonus or other agreements for the benefit of
directors and officers.

*(8) Form of Custodian Agreement between Registrants
and United Missouri Bank of Kansas City, N. A.

(9) There are no other material contracts not made
in the ordinary course of business between the
Registrant and others.

(10) Opinion and consent of counsel as to the
legality of the registrant's securities being
registered. (To be supplied annually pursuant
to Rule 24f-2 of the Investment Company Act of
1940.)

(11) The consents of Baird, Kurtz & Dobson,
Independent Public Accountants.

The consents of Arthur Andersen & Co.,
Independent Public Accountants.

(12) Not applicable.

*(13) Letter from contributors of initial capital to
the Registrant that purchase was made for
investment purposes without any present
intention of redeeming or selling.

(14) Not applicable.

(15) Not applicable.

(16) Schedule for computation of performance quotations
For Scout Stock Fund, Inc., Scout Bond Fund, Inc., Scout
Money Market Fund, Inc., Scout Tax-Free Money Market
Fund, Inc. and Scout Heartland Fund, Inc. (Schedule
for computation of performance quotations for Scout
WorldWide Fund, Inc. to be supplied by further
amendment.)

*(17) Copies of Powers of Attorney pursuant to Rule
402(c).

*Previously filed and incorporated herein by reference.

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL OF THE
REGISTRANT.

NONE

Item 26. NUMBER OF HOLDERS OF SECURITIES.

The number of record holders of each class of securities of the
Registrants as of October 6, 1995, is as follows:

(1) (2)
Title of class Number of Record Holders

SCOUT MONEY MARKET FUND, INC.
Common Stock $0.01 par value 791
(Federal Portfolio)
Common Stock $0.01 par value 1,529
(Prime Portfolio)

SCOUT STOCK FUND, INC.
Common Stock $1.00 par value 656

SCOUT BOND FUND, INC.
Common Stock $1.00 par value 2,077

SCOUT TAX-FREE MONEY MARKET FUND, INC.
Common Stock $0.01 par value 147

SCOUT REGIONAL FUND, INC.
Common Stock $1.00 par value 656

SCOUT WORLDWIDE FUND, INC.
Common Stock $1.00 par value 78

Item 27. INDEMNIFICATION.

(NOTE: The terms are identical for all Funds.)

Under the terms of the Maryland General Corporation Law and
the company's By-laws, the company shall indemnify any
person who was or is a director, officer, or employee of the
company to the maximum extent permitted by the Maryland
General Corporation Law; provided however, that any such
indemnification (unless ordered by a court) shall be made by
the company only as authorized in the specific case upon a
determination that indemnification of such persons is proper
in the circumstances. Such determination shall be made

(i) by the Board of Directors by a majority vote of a
quorum which consists of the directors who are neither
"interested persons" of the company as defined in
Section 2(a)(19) of the 1940 Act, nor parties to the
proceedings, or

(ii) if the required quorum is not obtainable or if a quorum
of such directors so directs, by independent legal
counsel in a written opinion.

No indemnification will be provided by the company to any
director or officer of the company for any liability to the
company or shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.

Item 29. PRINCIPAL UNDERWRITERS.

(a) Jones & Babson, Inc., the only principal underwriter of
the Registrants, also acts as principal underwriter for
the David L. Babson Growth Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise Fund II, Inc.,
D.L. Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., D.L. Babson Bond Trust,
Babson Value Fund, Inc., Shadow Stock Fund, Inc. and,
Babson-Stewart Ivory International Fund, Inc., Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc., Buffalo
USA Global Fund, Inc. and Buffalo High Yield Fund, Inc.

(b) Herewith is the information required by the following
table with respect to each director, officer or partner
of the only underwriter named in answer to Item 21 of
Part B:

Name and Principal Position and Offices Positions and Offices
Business Address with Underwriter with Registrants

Stephen S. Soden Chairman and Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Larry D. Armel President and Director President and
Three Crown Center Director
2440 Pershing Road
Kansas City, MO 64108

Giorgio Balzer Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

J. William Sayler Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Edward S. Ritter Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Robert N. Sawyer Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Vernon W. Voorhees Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

P. Bradley Adams Vice President and, Vice President
Three Crown Center Treasurer and Treasurer
2440 Pershing Road
Kansas City, MO 64108

Martin A. Cramer Vice President and Vice President and
Secretary Secretary

Michael A. Brummel Vice President Vice President

John G. Dyer Assistant Secretary Vice President
Three Crown Center
2440 Pershing Road
Kansas City, MO 64108

(c) The principal underwriter does not receive any
remuneration or compansation for the duties or services
rendered to the Registrant pursuant to the principal
underwriting Agreement.

Item 30. LOCATION OF ACCOUNTS AND RECORDS.

Each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules
(17 CFR 270.31a-1 to 31a-3) promulgated thereunder is in the
physical possession of Jones & Babson, Inc., at Three Crown
Center, 2440 Pershing Road, G-15, Kansas City, Missouri
64108.

Item 31. MANAGEMENT SERVICES.

All management services are covered in the management
agreement between the Registrant and Jones & Babson, Inc.,
which are discussed in Parts A and B.

Item 32. DISTRIBUTION EXPENSES.

Not applicable.

Item 33. UNDERTAKINGS.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto authorized, in the City of Kansas City, and State of
Missouri on the 26th day of October, 1995.

Scout Money Market Fund, Inc.
(Registrant)

By LARRY D. ARMEL
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment #25 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

LARRY D. ARMEL President, Principal Executive October 26, 1995
Larry D. Armel Officer, and Director

ERIC T. JAGER Director October 26, 1995
Eric T. Jager*

WILLIAM E. HOFFMAN Director October 26, 1995
William E. Hoffman*

STEPHEN F. ROSE Director October 26, 1995
Stephen F. Rose*

STUART WIEN Director October 26, 1995
Stuart Wien*

P. BRADLEY ADAMS Treasurer and Principal October 26, 1995
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By LARRY D. ARMEL
Attorney-in Fact

REPRESENTATIONS OF COUNSEL

I assisted in the preparation of this Post Effective Amendment to the
Fund's Registration Statement filed under the Securities Act of 1933 and
the Amendment to the Fund's Registration Statement filed under the
Investment Company Act of 1940. Based on my review it is my opinion that
this amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b) of Rule 485 under
the Securities Act of 1933.

JOHN G. DYER Attorney October 26, 1995
John G. Dyer

<PAGE>

SIGNATURES

Scout Tax-Free Money Market Fund, Inc.
(Registrant)

By LARRY D. ARMEL
(Larry D. Armel, President)

LARRY D. ARMEL President, Principal Executive October 26, 1995
Larry D. Armel Officer, and Director

ERIC T. JAGER Director October 26, 1995
Eric T. Jager*

WILLIAM E. HOFFMAN Director October 26, 1995
William E. Hoffman*

STEPHEN F. ROSE Director October 26, 1995
Stephen F. Rose*

STUART WIEN Director October 26, 1995
Stuart Wien*

P. BRADLEY ADAMS Treasurer and Principal October 26, 1995
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By LARRY D. ARMEL
Attorney-in Fact

REPRESENTATIONS OF COUNSEL

JOHN G. DYER Attorney October 26, 1995
John G. Dyer

<PAGE>

SIGNATURES

Scout Stock Fund, Inc.
(Registrant)

By LARRY D. ARMEL
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment #24 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

LARRY D. ARMEL President, Principal Executive October 26, 1995
Larry D. Armel Officer, and Director

ERIC T. JAGER Director October 26, 1995
Eric T. Jager*

WILLIAM E. HOFFMAN Director October 26, 1995
William E. Hoffman*

STEPHEN F. ROSE Director October 26, 1995
Stephen F. Rose*

STUART WIEN Director October 26, 1995
Stuart Wien*

P. BRADLEY ADAMS Treasurer and Principal October 26, 1995
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By LARRY D. ARMEL
Attorney-in Fact

REPRESENTATIONS OF COUNSEL

JOHN G. DYER Attorney October 26, 1995
John G. Dyer

<PAGE>

SIGNATURES

Scout Bond Fund, Inc.
(Registrant)

By LARRY D. ARMEL
(Larry D. Armel, President)

LARRY D. ARMEL President, Principal Executive October 26, 1995
Larry D. Armel Officer, and Director

ERIC T. JAGER Director October 26, 1995
Eric T. Jager*

WILLIAM E. HOMMFAN Director October 26, 1995
William E. Hoffman*

STEPEHN F. ROSE Director October 26, 1995
Stephen F. Rose*

STUART WIEN Director October 26, 1995
Stuart Wien*

P. BRADLEY ADAMS Treasurer and Principal October 26, 1995
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By LARRY D. ARMEL
Attorney-in Fact

REPRESENTATIONS OF COUNSEL

JOHN G. DYER Attorney October 26, 1995
John G. Dyer

<PAGE>

SIGNATURES

Scout Regional Fund, Inc.
(Registrant)

By LARRY D. ARMEL
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment #19 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

LARRY D. ARMEL President, Principal Executive October 26, 1995
Larry D. Armel Officer, and Director

ERIC T. JAGER Director October 26, 1995
Eric T. Jager*
WILLIAM E. HOFFMAN Director October 26, 1995
William E. Hoffman*
STEPHEN R. ROSE Director October 26, 1995
Stephen F. Rose*
STUART WIEN Director October 26, 1995
Stuart Wien*
P. BRADLEY ADAMS Treasurer and Principal October 26, 1995
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By LARRY D. ARMEL
Attorney-in Fact

REPRESENTATIONS OF COUNSEL

JOHN G. DYER Attorney October 26, 1995
John G. Dyer

<PAGE>

SIGNATURES

Scout WorldWide Fund, Inc.
(Registrant)

By LARRY D. ARMEL
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment #7 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

LARRY D. ARMEL President, Principal Executive October 26, 1995
Larry D. Armel Officer, and Director

ERIC T. JAGER Director October 26, 1995
Eric T. Jager*

WILLIAM E. HOFFMAN Director October 26, 1995
William E. Hoffman*

STEPHEN F. ROSE Director October 26, 1995
Stephen F. Rose*

STUART WIEN Director October 26, 1995
Stuart Wien*

P. BRADLEY ADAMS Treasurer and Principal October 26, 1995
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By LARRY D. ARMEL
Attorney-in Fact

REPRESENTATIONS OF COUNSEL

JOHN G. DYER Attorney October 26, 1995
John G. Dyer

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference of our report dated August 4, 1995, included in the Scout Stock
Fund, Inc.'s (formerly UMB Stock Fund, Inc.) Annual Report for the year
ended June 30, 1995 (and all references to our Firm) included in or made
a part of this Post-effective Amendment No. 24 to the Registration Statement
File No. 2-79132 under the Securities Act of 1933 and Amendment No. 25 to
the Registration Statement File No. 811-3558 under the Investment Company
Act of 1940 on Form N-1A.

Arthur Andersen LLP

Kansas City, Missouri,
October 25, 1995

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference of our report dated August 4, 1995, included in the Scout
Money Market Fund, Inc.'s (formerly UMB Money Market Fund, Inc.) Annual
Report for the year ended June 30, 1995 (and all references to our Firm)
included in or made a part of this Post-effective Amendment No. 25 to
the Registration Statement File No. 2-79132 under the Securities Act of 1933
and Amendment No. 26 to the Registration Statement File No. 811-3558 under
the Investment Company Act of 1940 on Form N-1A.

Arthur Andersen LLP

Kansas City, Missouri,
October 25, 1995

ARTHUR ANDERSEN LLI)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference of our report dated August 4, 1995, included in the Scout Bond
Fund, Inc.'s (formerly UMB Bond Fund, Inc.) Annual Report for the year ended
June 30, 1995 (and all references to our Firm) included in or made a part of
this Post-effective Amendment No. 24 to the Registration Statement File
No. 2-79132 under the Securities Act of 1933 and Amendment No. 25 to the
Registration Statement File No. 811-3558 under the Investment Company Act
of 1940 on Form N-1A.

Arthur Andersen LLP

Kansas City, Missouri,
October 25, 1995

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference of our report dated August 4, 1995, included in the Scout Tax-Free
Money Market Fund, Inc.'s (formerly UMB Tax-Free Money Market Fund, Inc.)
Annual Report for the year ended June 30, 1995 (and all references to our
Firm) included in or made a part of this Post-effective Amendment No. 25 to
the Registration Statement File No. 2-79132 under the Securities Act of 1933
and Amendment No. 26 to the Registration Statement File No. 811-3558 under
the Investment Company Act of 1940 on Form N-1A.

Arthur Andersen LLP

Kansas City, Missouri,
October 25, 1995

Baird,
Kurtz&
Dobson

Certified
Public
Accountants

City Center Square
Suite 2700
1100 Main
Kansas City,
Missouri 641()5
816 221-6300
FAX: 816 221-6380

With Offices in:
Arkansas
Colorado
Kansas
Kentucky
M issou ri
Nebraska
Oklahoma

Member of
Moores Rowland
International
Cnnsent nf

Independent Certified Public Aconuntant

Scout Worldwide Fund, Inc.
Three Crown Center
2440 Pershing Road
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 7
to the Registration Statement under the Securities Act of 1933 and this
Amendment No. 9 to the Registration Statement under the Investment Company
Act of 1940, both on Form N-l A, of our report dated January 26, 1995,
accompanying and pertaining to the financial statements of Scout Worldwide
Fund, Inc. as of December 31, 1994, which are included in such
Post-Effective Amendments.

BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 25, 1995

Baird,
Kurtz&
Dobson

Certified
Public
Accountants

City Center Square
Suite 2700
1100 Main
Kansas City7
Missouri 64105
816 221-6300

FAX: 816 221-6380

With Offices in:
Arkansas
Colorado
Kansas
Kentucky
Missouri
Nebraska
Oklahoma

Member of
Moores Rowland
International
Consentof

Independent Certified Public Accountant

Scout Regional Fund, Inc.
Three Crown Center
2440 Pershing Road
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 19
to the Registration Statement under the Securities Act of 1933 and this
Amendment No. 20 to the Registration Statement under the Investment Company
Act of 1940, both on Form N-1A, of our report dated January 26, 1995,
accompanying and pertaining to the financial statements of Scout Regional
Fund, Inc. as of December 31, 1994, which are included in such Post-Effective
Amendments.

BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 25, 1995

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<ARTICLE> 6
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<ARTICLE> 6
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<ARTICLE> 6
<CIK> 0000803019
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