UMB MONEY MARKET FUND INC
485APOS, 1995-04-06
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				  April 5, 1995

	Securities and Exchange Commission
	450 5th Street N.W.
	Washington, D. C. 20549

	     RE:  UMB MONEY MARKET FUND, INC.
		       Post-Effective Amendment No. 22 File No.  2-78688
		       Amendment No.  23               File No.  811-3528

	Gentlemen:

	Attached hereto is Post-Effective Amendment No. 22 and Amendment
	No. 23 to the Registration Statements for UMB MONEY MARKET FUND,
	INC. on Form N-1A for  pursuant to paragraph (a) of rule 485.

	The sole purpose of this amendment is to reflect a change in the
	investment advisor for UMB Money Market Fund, Inc. from David L.
	Babson & Co. Inc. to UMB Bank, n.a., effective as of April 30,
	1995.  The sections of the prospectus affected by this change are
	the highlights, and the captions Management and Investment
	Counsel and General Information and History.  The section of the
	SAI affected is the caption Management and Investment Counsel.
	There are no other changes included in this amendment.

	It is requested that the effective date of this amendment be
	accelerated to April 30, 1995, in order to make it effective
	concurrently with an additional amendment which it is anticipated
	will be filed pursuant to paragraph (b) of rule 485 on or after
	April 10, 1995 to supply updated financials for all of the UMB
	Funds.

	Thank you very much for your consideration in this matter.

				   Sincerely,

				   JOHN G. DYER
	JGD:com                    John G. Dyer
	Enc.                       Attorney



		  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.  22       File No.  2-78688      [X]

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

     Amendment No.  23                      File No.  811-3528     [X]

UMB MONEY MARKET FUND, INC. 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, UMB 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: April 30, 1995

It is proposed that this filing become effective:

  X   on April 30, 1995 pursuant to paragraph (a) 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, 1995, by
August 30, 1995.

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




PROSPECTUS

October 31, 1994

UMB Stock Fund, Inc.
UMB Heartland Fund, Inc.
UMB Bond Fund, Inc.
UMB WorldWide Fund, Inc.
UMB Money Market Fund, Inc.
UMB 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 1-800-4-BABSON
(1-800-422-2766)
In the Kansas City area 471-5200

INVESTMENT OBJECTIVES

The UMB 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. UMB Stock Fund's investment objective is long
term growth of both capital and dividend income. UMB Heartland
Fund's objective is long term growth of both capital and dividend
income through investment in smaller regional companies. UMB 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. UMB 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 in 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.) UMB
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. UMB 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 of its affiliate banks. They are not federally insured by the
Federal Deposit Insurance Corporation (FDIC) or any other agency.
These shares may 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
numbers 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.

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                                 24
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 UMB Funds               28
How Share Price is Determined                          29
Officers and Directors                                 30
Management and Investment Counsel                      31
General Information and History                        32
Dividends, Distributions and Their Taxation            33
Shareholder Services                                   35
Shareholder Inquiries                                  35

Highlights

The UMB 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. UMB
Stock Fund, UMB Heartland Fund, UMB Bond Fund, UMB Money Market
Fund, UMB Tax-Free Money Market Fund and UMB WorldWide Fund are
available to any investor.

UMB Stock Fund, Inc., UMB Bond Fund, Inc. and UMB Tax-Free Money
Market Fund, Inc. were incorporated in Maryland on July 29, 1982.

UMB Money Market Fund, Inc. was incorporated in Maryland on June
23, 1982. UMB Heartland Fund, Inc. was incorporated in Maryland
on July 8, 1986, and UMB WorldWide Fund, Inc. was incorporated in
Maryland on January 7, 1993

UMB Stock Fund, UMB Heartland Fund, UMB Bond Fund, UMB Tax-Free
Money Market Fund and UMB WorldWide Fund each offer one class of
non-assessable common shares with equal voting rights.

UMB 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.

UMB 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.

UMB Heartland 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.

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

UMB 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.

UMB 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 incomeconsistent 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.

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

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.

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.

Shareholders may transfer their investment without charge to any
other UMB 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 UMB Funds to an identically
registered account in any other Fund in the UMB 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.

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

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 UMB Money Market
Fund, Inc. and UMB 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. These fees include the investment counsel
services of David L. Babson & Co. Inc. UMB Stock Fund, Inc., UMB
Heartland Fund, Inc.,UMB Bond Fund, Inc. and UMB 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 some 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.

UMB Stock Fund, Inc., UMB Heartland Fund, Inc. and UMB 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.

UMB Tax-Free Money Market Fund, Inc., and each Portfolio of UMB
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.

UMB 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.

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.

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 UMB Fund will bear directly or indirectly.

UMB Stock Fund

The expenses set forth below are for the fiscal year ended June
30, 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                  .02%
     Total Fund operating expenses   .87%

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       $28       $48        $107

UMB Heartland 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                  
     12b-1 fees                       
     Other expenses                   
     Total Fund operating expenses    

     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

    
UMB Bond Fund

The expenses set forth below are for the fiscal year ended June
30, 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                  .02%
     Total Fund operating expenses   .87%

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        $28       $48      $108

UMB Money Market Fund (Federal Portfolio)

The expenses set forth below are for the fiscal year ended June
30, 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                  .50%
     12b-1 fees                       None
     Other expenses                    -
     Total Fund operating expenses    .50%

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       $28       $63

UMB Money Market Fund (Prime Portfolio)

The expenses set forth below are for the fiscal year ended June
30, 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                    .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

UMB Tax-Free Money Market Fund

The expenses set forth below are for the fiscal year ended June
30, 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                .50%
     12b-1 fees                     None
     Other expenses                 .03%
     Total Fund operating expenses  .53%

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        $17      $30        $67

UMB 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                
     Maximum sales load imposed on reinvested dividends     
     Deferred sales load                                    
     Redemption fee                                         
     Exchange fee                                           

Annual Fund Operation Expenses(as a percentage of average net
assets)

     Management fees                 
          12b-1 fees                 
     Other expenses                  
     Total Fund operating expenses   

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

    
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

UMB Stock Fund, Inc.

The following financial highlights for the
ten years ended June 30, 1994, have been derived from audited
financial statements of UMB 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, 1994 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, 1989 is not covered by the report of Arthur Andersen LLP.


(See Financial Data Schedule)


UMB Heartland 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 UMB
Heartland 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.
    


(See Financial Data Schedule)

UMB Bond Fund, Inc.

The following financial highlights for the ten years ended June
30, 1994, have been derived from audited financial statements of
UMB 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, 1994 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, 1989 is not covered by
the report of Arthur Andersen LLP.

(See Financial Data Schedule)

UMB Money Market Fund, Inc.

The following financial highlights for the ten years ended June
30, 1994, have been derived from audited financial statements of
UMB 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, 1994 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, 1989 is not
covered by the report of Arthur Andersen LLP.

(See Financial Data Schedule)


UMB Tax-Free Money Market Fund, Inc.

The following financial highlights for the ten years ended June
30, 1994, have been derived from audited financial statements of
UMB 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, 1994 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, 1989 is not covered by the report of Arthur Andersen LLP.


(See Financial Data Schedule)

UMB WorldWide Fund, Inc.
   
The following financial highlights for the period presented from
inception (September 14, 1993) to December 31, 1994, have been
derived from audited financial statements of UMB 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.
    

Financial Data Schedule to be supplied by further amendment.



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.

UMB Stock Fund

UMB 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. UMB Stock Fund's annualized turnover
ratio for the fiscal year ended June 30, 1992, it was 12%, for
June 30, 1993, it was 21% and for June 30, 1994, it was 22%.
Commis-sions paid during the fiscal year ended June 30, 1994,
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.

UMB Heartland Fund

The UMB Heartland 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. UMB Heartland Fund
will invest 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.

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, or
defensive issues such as 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. UMB Heartland Fund's annualized
turnover ratio for the fiscal year ended December 31, 1992, 
it was 7% and for December 31, 1993,
it was 17%. Commissions paid during the fiscal year ended
December 31, 1994, amounted to $          .
    

UMB Bond Fund

UMB 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. UMB Bond Fund's
annualized turnover ratio for the fiscal year ended June 30,
1992, was 24%, for June 30, 1993, it was 19% and for June 30,
1994, it was 9%. The Fund paid no commissions during the fiscal
year ended June 30, 1994.

UMB Money Market Fund

UMB 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, UMB Money Market Fund has no portfolio
turnover ratio. The Fund paid no commissions during the fiscal
year.

UMB Tax-Free Money Market Fund

UMB 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, 1994, 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.

UMB 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.

UMB WorldWide Fund

UMB 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 in
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" on page
22).

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" on page 22). 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.

   
UMB WorldWide Fund's annualized turnover ratio for the fiscal
year ended December 31, 1994, was 2%. Commissions paid during the
fiscal year ended December 31, 1993 amounted to $5,914.
    

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 and other illiquid securities will not exceed 10% of
the total assets of a Fund. Repurchase agreements maturing in
more than seven days 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 condi-tions, 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, UMB 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 UMB Stock Fund, UMB
Heartland Fund, UMB Bond Fund and UMB 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 UMB Money Market Fund and
UMB 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 UMB Money Market Fund, and UMB 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 UMB Funds may be obtained by telephoning 1-800-4-BABSON
(1-800-422-2766), or in the Kansas City area 471-5200.

Total Return

UMB Stock Fund, UMB Heartland Fund, UMB Bond Fund and UMB
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, UMB Stock, UMB Heartland, UMB WorldWide and
UMB 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. UMB Stock Fund or UMB Heartland 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. UMB 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, 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 UMB Stock Fund, UMB Heartland Fund and
UMB Bond Fund. Similarly, each Portfolio of UMB Money Market
Fund, and UMB 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 UMB
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., Three Crown
Center, 2440 Pershing Road, Suite G-15, Kansas City, MO 64108.
For information call toll free 1-800-4-BABSON (1-800-422-2766),
or in the Kansas City area 471-5200.

Purchase orders for UMB Stock Fund, UMB Heartland Fund, UMB Bond
Fund and UMB WorldWide Fund become effective upon receipt by the
Fund. Purchase orders for UMB Money Market Fund and UMB 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 UMB Fund Group
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108

Initial investments - By wire. You may purchase shares of the
Fund by wiring the purchase price ($1,000 minimum) through the
Federal Reserve Bank to the custodian, UMB Bank, n.a. Prior to
sending your money, you must call the Fund toll free
1-800-4-BABSON (1-800-422-2766), or in the Kansas City area
471-5200 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:      UMB Money Market Fund, Inc.
               Prime Portfolio/AC = 980118-6957
               Federal Portfolio/AC = 980118-6965
          UMB Stock Fund, Inc./AC = 980118-7023
          UMB Heartland Fund, Inc./
               AC = 987007-7108
          UMB Bond Fund, Inc./AC = 980118-7015
          UMB Tax-Free Money Market Fund, Inc./
               AC = 980118-6981
          UMB 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.

No redemptions can occur until this is done.

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 UMB 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.

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.

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, UMB Money Market Fund and UMB 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 UMB Money Market or UMB
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, Three
Crown Center, 2440 Pershing Road, Suite G-15, Kansas City,
Missouri 64108. Shareholders who have authorized telephone
redemption for UMB Money Market Fund or UMB Tax-Free Money Market
Fund may call toll free 1-800-4-BABSON (1-800-422-2766), or in
the Kansas City area 471-5200. 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," page 29.)

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 seventh 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 UMB
Money Market and UMB Tax-Free Money Market Funds only.

The right of redemption may be suspended or the date of payment
postponed beyond the normal seven-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 UMB Money Market and UMB 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 on page 27.)

     (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 - (UMB MONEY MARKET AND UMB
TAX-FREE MONEY MARKET FUNDS ONLY) - you may withdraw any amount
of $1,000 or more by telephone toll free 1-800-4-BABSON
(1-800-422-2766), or in the Kansas City area 471-5200, 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 UMB 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") - (UMB MONEY MARKET AND UMB
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 UMB 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
UMB Fund, or any other Portfolio in the UMB 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 UMB 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.

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.

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 UMB 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 UMB 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, Heartland, Bond and WorldWide Funds

The price at which new shares of UMB Stock Fund, UMB Heartland
Fund, UMB Bond Fund and UMB 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 UMB Stock Fund and UMB 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 UMB Stock Fund, UMB Heartland Fund and UMB 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 UMB 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 UMB
Bond Fund's Board of Directors.

Money Market and Tax-Free Money Market Funds

The price at which new shares of each Portfolio of UMB Money
Market Fund and UMB 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 UMB Money Market Fund and
the price of UMB 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 UMB Stock,
Bond, Money Market and Tax-Free Money Market Funds in 1982, UMB
Heartland Fund in 1986, and UMB 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. to assist in the 
investment advisory function for each of the Funds.

UMB Bank, n.a. has an
experienced investment analysis and research staffs 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 UMB Stock Fund since 1982 and
portfolio manager of UMB Heartland Fund since its inception in
1992. He joined UMB Investment Advisors in 1979 and has 22 years
of investment management experience. ___________________ has been the
portfolio manager of UMB Tax-Free Money Market Fund since 1995.
He joined UMB in 19__ and has ________ years
investment management experience. James L. Moffett has been the
portfolio manager of UMB 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 26 years experience in investment management. 
______________________ has been the portfolio manager of both the Federal
and Prime Portfolios of UMB Money Market Fund since 1995. He joined UMB 
in 19__ and has _______ years investment management experience. George
W. Root has been the portfolio manager of UMB Bond Fund since
1982. He joined UMB Investment Advisors in 1978 and has 18 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, UMB Stock Fund,
UMB Heartland Fund, UMB Bond Fund and UMB 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%). The total expenses of UMB Stock Fund for the fiscal year
ended June 30, 1994, amounted to .87% of the average net assets
of that Fund which included the following amounts paid to UMB
Bank, n.a.: $162,545 for custodian services, $392,907 for
advisory services and $17,745 (partial period) for portfolio
accounting services. The total expenses of UMB Bond Fund for the
fiscal year ended June 30, 1994, amounted to .87% of the average
net assets of that Fund which included the following amounts paid
to UMB Bank, n.a.: $128,155 for custodian services, $301,407 for
advisory services and $6,170 (partial period) for portfolio
accounting services. The total expenses of UMB Heartland Fund for
the fiscal year ended December 31, 1993, amounted to .92% of the
average net assets of that Fund which included the following
amounts paid to UMB Bank, n.a.: $153,262 for custodian services
and $26,986 for advisory services. The total expenses of UMB
WorldWide Fund for the fiscal year ended December 31, 1993,
amounted to .85% of the average net assets of that Fund which
included the following amounts paid to UMB Bank, n.a.: $9,521 for
custodian services and $1,561 for advisory services.

   
UMB Money Market Fund and UMB 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%). The total expenses of the Federal Portfolio of
UMB Money Market Fund for the fiscal year ended June 30, 1994,
amounted to .50% of the average net assets of the Portfolio which
included the following amounts paid to UMB Bank, n.a.: $383,120
for custodian services, and $9,567 (partial period) for portfolio
accounting services. Advisory fees of $255,414 were paid to David
L. Babson & Co. under a former management agreement. The total 
expenses of the Prime Portfolio of UMB
Money Market Fund for the fiscal year ended June 30, 1994,
amounted to .51% of the average net assets of the Portfolio which
included the following amounts paid to UMB Bank, n.a.: $301,254
for custodian services, and $9,007 (partial period) for portfolio
accounting services. Advisory fees of $200,836 were paid to David
L. Babson & Co. under a former managment agreement. The total 
expenses of UMB Tax-Free Money Market
Fund for the fiscal year ended June 30, 1994, amounted to .53% of
the average net assets of the Portfolio which included the
following amounts paid to UMB Bank, n.a.: $132,306 for custodian
services, and $2,264 (partial period) for portfolio accounting
services. Advisory fees of $88,204 were paid to David L. Babson &
Co. under a former management agreement.
    

The annual fees charged by Jones & Babson, Inc. is higher than
the fees of most other investment advisers 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 qualifying 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 UMB 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.

David L. Babson & Co. Inc. is a closely held corporation and has
limitations in the ownership of its stock designed to maintain
control in those who are active in management.

   
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, 1995, 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 evaluat-ing 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

UMB Stock Fund and UMB Bond Fund, both of which were incorporated
in Maryland on July 29, 1982, UMB Heartland 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 UMB WorldWide Fund which was
incorporated in Maryland on January 7, 1993, 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.

UMB Money Market Fund, incorporated in Maryland on June 23, 1982,
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.

UMB Tax-Free Money Market Fund, incorporated in Maryland on July
29, 1982, 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 advisery 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

UMB Stock Fund, Inc., UMB Heartland Fund, Inc., and UMB 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 UMB Tax-Free Money Market Fund, Inc. and each
Portfolio of UMB 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 UMB 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 UMB 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 UMB Stock Fund
and UMB Heartland 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 UMB
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 UMB 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 - UMB 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 UMB 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 UMB Tax-Free
Money Market Fund will be excludable from federal gross income.
Distributions of net investment income received by UMB Tax-Free
Money Market Fund from investments in debt securities other than
municipal securities, and any net realized short-term capital
gains distributed by UMB 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 UMB 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,
1-800-4-BABSON (1-800-422-2766), or in the Kansas City area
471-5200.

Shareholders may address written inquiries to the Funds at:
     The UMB Fund Group
     Three Crown Center
     2440 Pershing Road, Suite G-15
     Kansas City, MO 64108



PART B

UMB STOCK FUND, INC.
UMB HEARTLAND FUND, INC.
UMB BOND FUND, INC.
UMB MONEY MARKET FUND, INC.
UMB TAX-FREE MONEY MARKET FUND, INC.
UMB WORLDWIDE FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

October 31, 1994

This Statement is not a Prospectus but should be read in conjunction 
with the Funds' current Prospectus dated October 31, 1994.  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                          2
Portfolio Transactions                                  2
Investment Restrictions                                3
UMB Stock Fund                                          3
UMB Heartland Fund                                          3
UMB Bond Fund                                            4
UMB Money Market Fund                                    5
UMB Tax-Free Money Market Fund                          5
UMB WorldWide Fund                                          6
Performance Measures                                      7
How the Funds' Shares are Distributed                    8
How Share Purchases are Handled                        8
Redemption of Shares                                      9
Signature Guarantees                                      9
Dividends and Distributions                                9
Shareholder Services                                     10
Management and Investment Counsel                           10
How Share Price is Determined                           11
Officers and Directors                                 12
Custodian                                                   13
Independent Public Accountants                         14
Other Funds                                               14
Fixed Income Securities Described and Ratings           14
Municipal Securities Described and Ratings                 16
Financial Statements                                     18



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 David L. 
Babson & Co. Inc. for UMB Money Market Fund, 
Inc. and UMB Tax-Free Money Market Fund, 
Inc., and recommendations by UMB Bank, n.a. 
for UMB Stock Fund, Inc., UMB Heartland Fund, 
Inc., UMB Bond Fund, Inc. and UMB WorldWide 
Fund, Inc. 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.

UMB Money Market Fund and UMB 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.

UMB 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; or (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.

UMB Heartland 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; or (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.

UMB 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.

UMB 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.

UMB 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; (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. 

UMB 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) 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 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; or 
(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); (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 UMB Money Market Fund
and UMB Tax-Free Money Market Fund

From time to time, each Portfolio of the UMB 
Money Market Fund and UMB 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 1-800-4-BABSON (1-800-422-
2766), or in the Kansas City area 471-5200.

The current annualized yield for each Portfolio 
of the UMB Money Market Fund  and UMB 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, 1994, 
the current annualized yield of the UMB Money 
Market Fund - Federal Portfolio was 3.59% and 
the compound effective yield was 3.65%.  At June 
30, 1994 that Portfolio's average maturity was 
44 days.  For the seven-day period ended June 
30, 1994, the current annualized yield of the 
UMB Money Market Fund - Prime Portfolio was 
3.66% and the compound effective yield was 
3.73%.  At June 30, 1994 that Portfolio's 
average maturity was 45 days.  For the seven-
day period ended June 30, 1994, the current 
annualized yield of the UMB Tax-Free Money 
Market Fund was 2.41% and the compound 
effective yield was 2.43%.  At June 30, 1994, 
that Fund's average portfolio maturity was 60 
days.

Total Return

UMB Stock Fund, UMB Heartland Fund, UMB 
Bond Fund and UMB 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 $1000

	T        =      average annual
			total return

	n        =      number of years

ERV      =      Ending Redeemable Value of a 
hypothetical $1000 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.

<TABLE>
<CAPTION>
					STOCK        BOND
<S>                             <C>         <C>
For the one year
7/1/93-6/30/94                    5.35%     (1.19)%

For the five years
7/1/89-6/30/94                    8.93%      7.36%

For the ten years
<F1>
7/1/84-6/30/94*                 12.16%       9.47%

From commencement
<F1>
of operations to 6/30/94*             11.87%         8.55%
<FN>
<F1>*   The Funds commenced operation on
	November 18, 1982.
</FN>
</TABLE>
<TABLE>
<CAPTION>
					HEARTLAND     WORLDWIDE
<S>                                <C>            <C>
For the one year
1/1/93-12/31/93                    5.96%                 5.73%

For the five years
1/1/89-12/31/93                    6.29%                 N/A

From commencement
<F2>
of operations to 12/31/93*             4.46%              5.73%
<FN>
<F2>*   UMB Heartland Fund commenced operation on
	November 17, 1986, and UMB WorldWide 
Fund commenced operation on September 14, 
1993.
</FN>
</TABLE>


HOW THE FUNDS' SHARES 
ARE DISTRIBUTED

Jones & Babson, Inc., as agent of the UMB 
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, 1995, 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. and Buffalo Balanced 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 cancelation.  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 seven-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 number 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 UMB Money Market Fund and UMB 
Tax-Free Money Market Fund begin earning 
income on the effective date of purchase.  Shares 
of UMB 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.

SHAREHOLDER SERVICES

The Funds and their manager offer share-
holders several services highlighted in the 
prospectus and more fully described below:

Exchange - Shareholders may exchange their 
Fund shares, which have been held in open 
account for 15 days or more, for identically 
registered shares of any other UMB Fund, and if 
prearranged, this may be accomplished by 
telephone/telegraph, provided that the $1,000 
minimum investment requirement is met.

Transfer of Ownership - A shareholder may 
transfer shares to another shareholder account.  
The requirements which apply to redemptions 
apply to transfers.  A transfer to a new account 
must meet initial investment requirements.

MANAGEMENT AND
INVESTMENT COUNSEL

   
As a part of the Management Agreements 
between Jones & Babson, Inc., and 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 UMB Stock Fund during the 
most recent fiscal year ended June 30, 1994 for 
which Jones & Babson, Inc. paid all the Funds' 
expenses except those payable directly by the 
Fund, was $954,203.  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 UMB Heartland Fund during 
the most recent fiscal year ended December 31, 
1993, from which Jones & Babson, Inc. paid all 
the Fund's expenses except those payable 
directly by the  Fund, was $153,262.  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 UMB WorldWide Fund during 
the most recent fiscal year ended December 31, 
1993, from which Jones & Babson, Inc. paid all 
the Fund's expenses except those payable 
directly by the  Fund, was $8,844.  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 UMB  Bond Fund during the 
most recent fiscal year ended June 30, 1994 from 
which Jones & Babson, Inc. paid all the Funds' 
expenses except those payable directly by the 
Fund, was $750,380.  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 UMB Stock Fund, 
UMB Heartland Fund, UMB Bond Fund and UMB 
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 total expenses of UMB Stock Fund for the 
fiscal year ended June 30, 1994, amounted to 
.87% of the average net assets of that Fund 
which included the following amounts paid to 
UMB Bank, n.a.:  $162,545 for custodian 
services, $392,907 for advisory services and 
$17,745 (partial period) for portfolio accounting 
services.

   
During the most recent fiscal year ended 
December 31, 1994, Jones & Babson, Inc.  paid 
UMB Bank, n.a. fees in connection with UMB 
Heartland Fund $________.
    

The total expenses of UMB Bond Fund for the 
fiscal year ended June 30, 1994, amounted to 
.87% of the average net assets of that Fund 
which included the following amounts paid to 
UMB Bank, n.a.:  $128,155 for custodian 
services, $301,407 for advisory services and 
$6,170 (partial period) for portfolio accounting 
services.

   
During the most recent fiscal year ended 
December 31, 1994, Jones & Babson, Inc.  paid 
UMB Bank, n.a. fees in connection with UMB 
WorldWide Fund $_______.

Under a former Management Agreement with 
UMB Money Market Fund and UMB Tax-Free 
Money Market Fund, Jones & Babson, Inc. 
employed at its own expense David L. Babson & 
Co. Inc., as its investment counsel.  David L. 
Babson & Co. Inc. was founded in 1940. It is a 
private investment research and counseling 
organization serving individual, corporate and 
other institutional clients.  It participates with 
Jones & Babson, Inc. in the management of nine 
Babson no-load mutual funds and formerly participated in the
management of UMB Money 
Market Fund, Inc. and UMB Tax-Free Money 
Market Fund, Inc. The cost of the services of 
David L. Babson & Co. Inc. was included in the 
fees of Jones & Babson, Inc.  For its investment 
supervisory services and counsel in connection 
with the UMB Money Market Fund, Inc. and 
UMB Tax-Free Money Market Fund, Inc., Jones 
& Babson, Inc. paid David L. Babson & Co. Inc. 
a fee computed on an annual basis at the rate of 
1/10 of 1% of the average daily total net assets 
of each Fund. On April 30, 1995, UMB Bank, n.a.
became the investment counsel for UMB Money Market Fund, Inc.
and UMB Tax Tax-Free Money Market Fund, Inc. For
its investment supervisory services and counsel in connection
with UMB Money Market Fund, Inc. and UMB Tax-Free Money Market
Fund, Inc., Jones & Babson, Inc. pays UMB Bank a fee computed
on an annual basis at the rate of 1/10 of 1% of the
average daily total net assets of each Fund.
    

The aggregate management fees paid to Jones 
& Babson, Inc. by  UMB Money Market Fund 
during the most recent fiscal year ended June 30, 
1994, from which Jones & Babson, Inc. paid all 
the Fund's expenses except those payable 
directly by the Fund, was $2,287,806.  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 UMB Tax-Free Money Market 
Fund during the most recent fiscal year ended 
June 30, 1994, from which Jones & Babson, Inc. 
paid all the Fund's expenses except those 
payable directly by the Fund, was $439,762.  The 
.50% annual fee charged by Jones & Babson, Inc. 
covers all normal operating costs of the Fund.

   
The total expenses of the Federal Portfolio of 
UMB Money Market Fund for the fiscal year 
ended June 30, 1994, amounted to .50% of the 
average net assets of the Portfolio which 
included the following amounts paid to UMB 
Bank, n.a.:  $383,120 for custodian services, and 
$9,567 (partial period) for portfolio accounting 
services.  Advisory fees of $255,414 were paid to 
David L. Babson & Co. under the former Investment 
Counsel Agreement.

The total expenses of the Prime Portfolio of 
UMB Money Market Fund for the fiscal year 
ended June 30, 1994, amounted to .51% of the 
average net assets of the Portfolio which 
included the following amounts paid to UMB 
Bank, n.a.:  $301,254 for custodian services, and 
$9,007 (partial period) for portfolio accounting 
services.  Advisory fees of $200,836 were paid to 
David L. Babson & Co. under the former Investment
Counsel Agreement.

The total expenses of UMB Tax-Free Money 
Market Fund for the fiscal year ended June 30, 
1994, amounted to .53% of the average net 
assets of the Portfolio which included the 
following amounts paid to UMB Bank, n.a.:  
$132,306 for custodian services and $2,264 
(partial period) for portfolio accounting services.  
Advisory fees of $88,204 were paid to David L. 
Babson & Co. under the former Investment Counsel
Agreement.
    

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 King Day*            Third Monday 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 Thursda         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., UMB Stock Fund, Inc., 
UMB Heartland Fund, Inc., UMB Bond Fund, 
Inc., UMB Money Market Fund, Inc., UMB 
Tax-Free Money Market Fund, Inc., UMB 
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.; Trustee and President of 
D. L. Babson Bond Trust.

	Directors who are interested persons as that 
term is defined in the Investment Company 
Act of 1940, as amended.


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

Eric T. Jager, Director, UMB Stock Fund, Inc., 
UMB Heartland Fund, Inc., UMB Bond Fund, 
Inc., UMB Money Market Fund, Inc., UMB Tax-
Free Money Market Fund, Inc., UMB 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, UMB Stock Fund, 
Inc., UMB Heartland Fund, Inc., UMB Bond 
Fund, Inc., UMB Money Market Fund, Inc., UMB 
Tax-Free Money Market Fund, Inc., UMB 
WorldWide Fund, Inc.; President, Sun 
Publications, Inc., 7373 W. 107th Street, 
Overland Park, Kansas   66212.

Stuart Wien, Director, UMB Stock Fund, Inc., 
UMB Heartland Fund, Inc., UMB Bond Fund, 
Inc., UMB Money Market Fund, Inc., UMB Tax-
Free Money Market Fund, Inc., UMB 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., UMB Stock 
Fund, Inc., UMB Bond Fund, Inc., UMB Money 
Market Fund, Inc., UMB Tax-Free Money Market 
Fund, Inc., UMB Heartland Fund, Inc., UMB 
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.  

Michael A. Brummel, Vice President, 
Assistant Secretary and Assistant Treasurer, 
Jones & Babson, Inc., UMB Stock Fund, Inc., 
UMB Bond Fund, Inc., UMB Money Market Fund, 
Inc., UMB Tax-Free Money Market Fund, Inc., 
UMB Heartland Fund, Inc., UMB 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.  

Martin A. Cramer, Vice President and 
Secretary, Jones & Babson, Inc., UMB Stock 
Fund, Inc., UMB Bond Fund, Inc., UMB Money 
Market Fund, Inc., UMB Tax-Free Money Market 
Fund, Inc., UMB Heartland Fund, Inc., UMB 
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. 

John G. Dyer, Vice President and Legal 
Counsel, UMB Stock Fund, Inc., UMB Heartland 
Fund, Inc., UMB Bond Fund, Inc., UMB Money 
Market Fund, Inc., UMB Tax-Free Money Market 
Fund, Inc. and UMB WorldWide Fund, Inc., 
Buffalo Balanced Fund, Inc.

Ruth Evans, Vice President, Jones & Babson, 
Inc., UMB Stock Fund, Inc., UMB Bond Fund, 
Inc., UMB Money Market Fund, Inc., UMB Tax-
Free Money Market Fund, Inc., UMB Heartland 
Fund, Inc., UMB 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..

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 David L. 
Babson & Co. Inc.

The Audit Committee of the Board of Directors 
for all UMB 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 UMB Stock Fund, UMB Heartland 
Fund and UMB Bond Fund (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 UMB Stock 
Fund, Inc., UMB Bond Fund, Inc., UMB Money 
Market Fund, Inc. and UMB Tax-Free Money 
Market Fund, Inc.

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

OTHER FUNDS

In addition to the UMB Stock Fund, Inc., UMB 
Bond Fund, Inc., UMB Heartland Fund, Inc., 
UMB Money Market Fund, Inc., UMB Tax-Free 
Money Market Fund, Inc., and UMB 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 Balanced 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.

UMB 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 UMB 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 UMB 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 UMB 
Stock Fund, Inc., UMB Bond Fund, Inc., UMB 
Money Market Fund, Inc. and UMB Tax-Free 
Money Market Fund, Inc. which are contained in 
the June 30, 1994 Annual Reports to 
Shareholders and the audited financial 
statements of UMB Heartland Fund, Inc. and 
UMB WorldWide Fund, Inc. contained in the 
December 31, 1993 Annual Reports to 
Shareholders are incorporated herein by 
reference.






				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:

		    (To be supplied by further amendment)

	  (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
			 Jones & Babson, Inc. and the Registrant.

		    (b)  Form of Investment Counsel Agreement between
			 Jones & Babson, Inc. and David L. Babson &
			 Co. Inc.

		    (c)  Form of Investment Counsel Agreement between
			 Jones & Babson, Inc. and United Missouri Bank
			 of Kansas City, N. A.

	      *(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.
		    (To be supplied by further amendment)

		    The consents of Arthur Andersen & Co.,
		    Independent Public Accountants.
		    (To be supplied by further amendment)

	      (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 UMB Stock Fund, Inc., UMB Bond Fund, Inc., UMB
		    Money Market Fund, Inc., UMB Tax-Free Money Market
		    Fund, Inc. and UMB Heartland Fund, Inc.  (Schedule
		    for computation of performance quotations for UMB
		    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 March 17, 1995, is as follows:

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

	  UMB MONEY MARKET FUND, INC.
	       Common Stock $0.01 par value           246
		    (Federal Portfolio)
	       Common Stock $0.01 par value           661
		    (Prime Portfolio)

	  UMB STOCK FUND, INC.
	       Common Stock $1.00 par value           513

	  UMB BOND FUND, INC.
	       Common Stock $1.00 par value           422

	  UMB TAX-FREE MONEY MARKET FUND, INC.
	       Common Stock $0.01 par value           153

	  UMB HEARTLAND FUND, INC.
	       Common Stock $1.00 par value           210

	  UMB WORLDWIDE FUND, INC.
	       Common Stock $1.00 par value            66

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.

	  The principal business of Jones & Babson, Inc. is the
	  management of the Babson family of mutual funds.  It also
	  has expertise in the tax and pension plan field.  It
	  supervises a number of prototype and profit-sharing plan
	  programs sponsoredby various organizations eligible to be
	  prototype plan sponsors.

	  The principal business of David L. Babson & Co., Inc. is to
	  provide investment counsel and advice to a wide variety of
	  clients.  It supervises assets in excess of $3,000,000,000.

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.

	  (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

     Richard S. Graber       Sr. Vice President -      None
     Three Crown Center      Marketing
     2440 Pershing Road, G-15
     Kanasas City, Missouri  64108

     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

     Ruth Evans              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>


			   UMB FUND GROUP

			CROSS REFERENCE SHEET

Form N-1A Item Number                          Location in Prospectus

Item 1.   Cover Page . . . . . . . . . . . . . Cover Page

Item 2.   Synopsis . . . . . . . . . . . . . . Highlights

Item 3.   Condensed Financial Information  . . Per Share Capital and
					       Income Changes

Item 4.   General Description of Registrant. . Investment Objective
					       and Portfolio
					       Management Policy

Item 5.   Management of the Fund . . . . . . . Officers and Directors;
					       Management and
					       Investment Counsel

Item 6.   Capital Stock and Other Securities . How to Purchase Shares;
					       How to Redeem Shares;
					       How Share Price is
					       Determined; General
					       Information and
					       History; Dividends,
					       Distributions and
					       their Taxation

Item 7.   Purchase of Securities . . . . . . . Cover Page; How to
	       being Offered                   Purchase Shares;
					       Shareholder Services

Item 8.   Redemption or Repurchase . . . . . . How to Redeem Shares

Item 9.   Pending Legal Proceedings  . . . . . Not Applicable

			   UMB FUND GROUP

		  CROSS REFERENCE SHEET (Continued)

					       Location in Statement
					       of Additional
Form N-1A Item Number                          Information

Item 10.  Cover Page . . . . . . . . . . . . . Cover Page

Item 11.  Table of Contents  . . . . . . . . . Cover Page

Item 12.  General Information and History  . . Investment Objectives
					       and Policies;
					       Management and
					       Investment Counsel

Item 13.  Investment Objectives and Policies . Investment Objectives
					       and Policies;
					       Investment Restrictions

Item 14.  Management of the Fund . . . . . . . Management and
					       Investment Counsel

Item 15.  Control Persons and Principal  . . . Management and
	  Holders of Securities                Investment Counsel;
					       Officers and Directors

Item 16.  Investment Advisory and other  . . . Management and
	  Services                             Investment Counsel;
					       Shareholder Services
					       (Prospectus)

Item 17.  Brokerage Allocation . . . . . . . . Portfolio Transactions

Item 18.  Capital Stock and Other Securities . General Information and
					       History (Prospectus);
					       Financial Statements

Item 19.  Purchase, Redemption and Pricing . . How Share Purchases
	  of Securities Being Offered          are Handled; Redemption
					       of Shares
					       Financial Statements

Item 20.  Tax Status . . . . . . . . . . . . . Dividends,
					       Distributions and their
					       Taxation )in prospectus

Item 21.  Underwriters . . . . . . . . . . . . How the Fund's Shares
					       are Distributed

Item 22.  Calculation of Yield Quotations  . . Performance Measures
	  of Money Market Fund

Item 23.  Financial Statements . . . . . . . . Incorporated by
					       Reference

<PAGE>






				   SIGNATURES

      Pursuant to the requirements of the Securities Act  of  1933  and
 the  Investment  Company  Act of 1940,  the Registrant 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 24th day of March, 1995.

				UMB 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  #23  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  March  24, 1995
Larry D. Armel             Officer, and Director



ERIC T. JAGER              Director                       March 24, 1995
Eric T. Jager*


WILLIAM E. HOFFMAN         Director                       March 24, 1995
William E. Hoffman*


STEPHEN F. ROSE            Director                       March 24, 1995
Stephen F. Rose*


STUART WIEN                Director                       March 24, 1995
Stuart Wien*


P. BRADLEY ADAMS           Treasurer and Principal        March 24, 1995
P. Bradley Adams           Financial and Accounting Officer


			     *Signed pursuant to Power of Attorney



			      By LARRY D. ARMEL
				      Attorney-in Fact






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