BABSON ENTERPRISE FUND INC
N-30B-2, 1995-08-02
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Babson
Enterprise 
FunD

Semiannual Report
May 31, 1995


MESSAGE 
To Our Shareholders


Babson Enterprise Fund achieved a total return (price change and reinvested 
distributions) of 4.9% in the three months ended May 31, 1995. This compares 
with a 5.8% return for the small companies in the unmanaged Russell 2000 
index and a 10.2% return for the larger capitalization companies in the 
unmanaged Standard & Poor's 500 index. During the first half of 
fiscal 1995, the total return for Babson Enterprise Fund was 8.2%. In the 
same six month period, the Russell 2000 rose 11.7% and the S&P 500, 19.1%.

Average annual compounded total returns for one, 
five and ten year periods, as of March 31, 1995, were 8.5%, 13.5% and 13.0%, 
respectively. Performance data contained in this report is for past periods 
only. Past performance is not predictive of future performance. Investment 
return and share value will fluctuate, and redemption value may be more or 
less than original cost.

Large capitalization stocks have continued to outperform in the most recent 
quarter for several reasons. Fears of recession hurt smaller more economically 
sensitive companies as investors have flocked to the safety of larger 
companies. And, large multinational companies benefited to a much greater 
extent from the weakness of the U.S. dollar. Small companies as a group have 
much less overseas exposure.

In addition, one of the key drivers among both large and small capitalization 
stocks has been the technology sector which is underweighted in the portfolio. 
Neglected stocks, in which we invest, tend to underperform in this type of 
market. This happens from time to time, but usually does not last for very 
long.

The following companies were added to the portfolio in the quarter:

Instron Corp. _ makes materials testing instruments to measure strength, 
elasticity, and hardness.

J & J Snack Foods Corp. _ produces soft pretzels and other snack foods.

Oregon Metallurgical Corp. _ manufactures titanium and other metal products 
for aerospace, medical, and industrial markets.

You may notice than an existing holding, JB's Restaurants, has changed its 
name to Summit Family Restaurant. Also during the quarter, we sold our 
positions in CDI Corp. and West Co. at prices that were significantly greater 
than our original cost.

Thank you for your continuing interest and participation in Babson Enterprise 
Fund.

Sincerely,


Larry D. Armel
President

<PAGE>

STATEMENT OF NET ASSETS
May 31, 1995 (unaudited)

						
SHARES  COMPANY (NOTE 1-A)                                  MARKET VALUE
COMMON STOCKS - 92.88%
BASIC MATERIALS - 14.25%
	110,800 American Filtrona Corp.
			(Bonded fiber products 
				and extruded plastics)     $    3,351,700
	69,900  Brady (W.H.) Co. Cl. A
			(Identification and labeling 
				systems)                        4,386,225
	217,700 Duplex Products Inc.
			(Business forms)                        1,823,237
	182,700 Furon Co.
			(Polymer based products)                4,019,400
	376,100 Intermet Corp.
			(Auto and industrial 
				iron castings)                  3,196,850
	165,900 Material Sciences Corp.
			(Coatings and laminates)                3,276,525
	257,650 Nord Resources Corp.
			(Rutile and kaolin production)            901,775
	84,900  Penwest Ltd.
			(Specialty starch based 
				products)                       1,846,575
	236,100 Shiloh Industries, Inc.
			(Steel processor)                       2,036,362
	208,600 Tab Products Co.
			(Color-coded filing systems)            1,329,825
	120,700 Tuscarora Inc.
			(Molded foam packaging 
				products)                       2,353,650
							       28,522,124
CAPITAL GOODS - 21.57%
	48,300  American Precision Industries Inc.
			(Heat exchangers)                         458,850
	233,700 Apogee Enterprises, Inc.
			(Commercial window systems)             3,987,506
	152,426 Athey Products Corp.
			(Street sweepers)                         895,503
	213,500 Atkinson (Guy F.) Co.
			(Construction)                          1,868,125
	286,700 Brenco, Inc.
			(Railroad car bearings)                 3,655,425
	248,300 Farrell Corp. New
			(Rubber and plastic 
				processing equipment)           1,551,875
	72,100  Industrial Acoustics Company, Inc.              
			(Noise control products)                1,045,450
	14,300  Instron Corp.
			(Materials testing instruments)           166,238
	203,100 Interface, Inc. Cl. A
			(Carpet tile)                           2,843,400
	133,600 K-Tron International, Inc. 
			(Industrial feeders and 
				blenders)                         868,400
	126,400 Kuhlman Corp.
			(Electrical transformers)               1,532,600
	137,800 Moog Inc. Cl. A
			(High performance 
				control systems)                1,670,825
	201,200 Newcor, Inc.
			(Automobile assembly 
				systems)                        1,332,950
	41,700  Oregon Metallurgical Corp.
			(Titanium)                                364,875
	176,600 Pacific Scientific Co.
			(Aerospace and industrial 
				products)                       3,090,500
	216,829 Raymond Corp.
			(Narrow-aisle lift trucks)              4,553,409
	324,200 Schwitzer, Inc.
			(Heavy duty engine 
				components)                     3,687,775
	65,400  SPS Technologies, Inc.
			(Aerospace fasteners)                   2,207,250
CAPITAL GOODS (Continued)
	116,200 Starrett (L.S.) Co. Cl. A
			(Tools and precision 
				instruments)                    2,672,600
	254,300 Stevens Graphics Corp. Cl. A
			(Printing presses)                      1,716,525
	61,500  Technitrol, Inc.
			(Industrial components and
				assemblies)                       884,063
	78,800  Tennant Co.
			(Floor maintenance 
				equipment)                      2,127,600
							       43,181,744
CONSUMER CYCLICAL - 19.91%
	157,300 AMC Entertainment, Inc.
			(Movie theaters)                        2,084,225
	237,400 American Recreation Centers, Inc.
			(Bowling centers)                       1,706,313
	269,083 Anthony Industries, Inc.
			(Recreational and industrial 
				products)                       4,439,869
	113,000 Baldwin Piano & Organ Co.
			(Keyboard instruments)                  1,412,500
	212,605 Chock Full o'Nuts Corp.
			(Coffee processor)                      1,381,933
	294,750 Dixie Yarns, Inc.
			(Yarns and industrial thread)           2,026,406
	247,500 Falcon Products, Inc.
			(Table pedestals)                       3,093,750
	108,000 Forschner Group, Inc.
			(Swiss Army knives)                     1,080,000
	231,000 Forstmann & Company, Inc.
			(Woolen fabrics)                          808,500
	130,700 Gander Mountain, Inc.
			(Hunting and fishing 
				catalog retailer)               1,307,000
	96,000  Gibson (C.R.) Co.
			(Paper gift products)                     732,000
	178,700 Gottschalks Inc.
			(Specialty-apparel stores)              1,228,563
	195,450 Helen of Troy Ltd.
			(Hair care appliances)                  3,811,275
	204,700 Jacobson Stores Inc.
			(Upscale department 
				store chain)                    1,995,825
	209,800 Jay Jacobs, Inc.
			(Specialty-apparel stores)                236,025
	189,600 Summit Family Restaurant
			(Restaurant chain)                        758,400
	135,775 Leslie's Poolmart
			(Specialty swimming 
				pool stores)                    2,036,625
	147,500 Oneida Ltd.
			(Stainless steel flatware)              2,212,500
	91,500  POCI, Inc.
			(Travel club)                             160,125
	141,050 S K I, Ltd.
			(Ski resorts)                           2,221,538
	234,200 Shelby Williams Industries, Inc.
			(Contract seating)                      2,342,000
	36,300  Tranzonic Cos. Cl. A
			(Industrial textiles)                     535,425
	18,100  Tranzonic Cos. Cl. B
			(Industrial textiles)                     264,713
	98,400  Walbro Corp.
			(Auto fuel injection systems)           1,968,000
							       39,843,510
CONSUMER STAPLES - 7.00%
	52,900  Genesee Corp. Cl. B
			(Regional brewer)                       2,003,588
	55,800  GoodMark Foods, Inc.
			(Meat snacks)                             871,875
	168,700 J & J Snack Foods Corp.
			(Soft pretzels and other 
				snack foods)                    2,045,488
	142,400 Northland Cranberries, Inc. Cl. A
			(Cranberry grower)                      2,171,600
	156,225 Rykoff-Sexton, Inc.
			(Foodservice product 
				distribution)                   2,831,578
	163,950 Sanderson Farms, Inc.
			(Chickens)                              1,762,462
	422,500 Stokely USA Inc.
			(Canned and frozen 
				vegetables)                     2,323,750
							       14,010,341
ENERGY - 4.83%
	118,900 Devon Energy Corp.
			(Oil and gas production)                2,556,350
	189,000 International Recovery Corp.
			(Aviation fueling services)             3,945,375
	204,500 McFarland Energy, Inc.
			(Oil exploration)                       1,431,500
	96,500  Petroleum Helicopters, Inc.
			(non-voting) (Gulf of Mexico 
				helicopter transportation)        940,875
	78,700  Petroleum Helicopters, Inc.
			(voting) (Gulf of Mexico 
				helicopter transportation)        801,756
								9,675,856
FINANCIAL - 6.48%
	136,400 AVEMCO Corp.
			(Private aircraft insurance)           2,335,850
	76,500  Gallagher (Arthur J.) & Co.
			(Insurance brokerage and risk
				management)                    2,667,937
	169,800 NYMAGIC, Inc.
			(Ocean and inland marine
				insurance)                     2,780,475
	76,500  TCF Financial Corp.
			(Thrift holding company)               3,557,250
	68,000  Vermont Financial Services Corp.
			(Vermont bank holding 
				company)                        1,632,000
							       12,973,512
MISCELLANEOUS - 3.44%
	145,600 Alltrista Corp.
			(Consumer and industrial 
				products)                       3,166,800
	386,483 Jason Inc.
			(Nonwoven auto padding)                 3,719,899
								6,886,699
TECHNOLOGY - 11.22%
	694,900 Anacomp, Inc.
			(Microfilm services)                      564,606
	148,900 CEM Corp.
			(Laboratory microwave ovens)            1,935,700
	589,000 Computer Products, Inc.
			(Electronics power supplies)            3,276,312
	331,800 ESCO Electronics Corp.
			(Defense products and 
				systems)                        2,778,825
	57,300  Fluke Corp.
			(Electronic test and 
				measurement equipment)          2,399,437
TECHNOLOGY (Continued)
	115,800 Landauer Inc.
			(Personal radiation exposure 
				monitoring)                     2,098,875
	245,700 Nichols Research Corp.
			(Technical and engineering 
				services)                       3,808,350
	149,400 Norstan, Inc.
			(Telecommunications 
				equipment)                      3,510,900
	347,800 Smith Corona Corp.
			(Typewriters and personal 
				word processors)                  521,700
	141,400 SyQuest Technology, Inc.
			(Removable Winchester 
				disk drives)                    1,555,400
							       22,450,105
TRANSPORTATION & SERVICES - 4.18%
	140,000 ABM Industries, Inc.
			(Building maintenance 
				services)                       3,185,000
	82,500  Carolina Freight Corp.
			(General freight carrier)                 804,375
	111,600 International Shipholding Corp.
			(Ocean and river freight 
				transportation)                 2,259,900
	106,800 True North Communications, Inc.
			(Advertising agency)                    2,109,300
								8,358,575
TOTAL COMMON STOCKS - 92.88%                                  185,902,466

					       
FACE AMOUNT     DESCRIPTION     (NOTE 1-A)                  MARKET VALUE


SHORT-TERM CORPORATE NOTES - 6.50%
	$3,000,000      Ford Motor Credit Co.,            
			5.95%, due June 14, 1995                 3,000,000
	  2,000,000     General Electric Capital Corp.,
			5.95%, due June 7, 1995                  2,000,000
	  3,000,000     General Motors Acceptance Corp.,
			5.96%, due June 14, 1995                 3,000,000
	  3,000,000     General Motors Acceptance Corp.,
			5.98%, due June 21, 1995                 3,000,000
	  2,000,000     Sears Roebuck Acceptance Corp.,
			5.94%, due June 28, 1995                 2,000,000

TOTAL SHORT-TERM 
CORPORATE NOTES - 6.50%                                        13,000,000

REPURCHASE AGREEMENT - 0.69%
	  1,390,000     UMB Bank, n.a.,
			5.60%, due June 1, 1995
			(Collateralized by U.S. 
			Treasury Notes, 7.50%, 
			due February 29, 1996)                  1,390,000

TOTAL INVESTMENTS - 100.07%                                $  200,292,466

Other assets less liabilities - (0.07%)                          (144,191)

TOTAL NET ASSETS - 100.00%
	(equivalent to $16.13 per share;
	20,000,000 shares of $1.00 par 
	value capital shares authorized;
	12,411,643 shares outstanding)                      $  200,148,275



See accompanying Notes to Financial Statements.
<PAGE>

STATEMENT OF ASSETS
AND LIABILITIES
May 31, 1995 (unaudited)

ASSETS:
Investments in securities:
Common stocks, at market value (identified cost $155,341,388) $ 185,902,466
Short-Term corporate notes, at cost - approximates market value  13,000,000
Repurchase agreement, at cost - approximates market value         1,390,000
				Total investments               200,292,466

	Dividends receivable                                         57,999
	Interest receivable                                          36,754
	Receivable for investments sold                             159,650
				Total assets                    200,546,869

LIABILITIES AND NET ASSETS:
	Cash overdraft                                               88,606
	Payable for investments purchased                           309,988
				Total liabilities                   398,594
NET ASSETS                                                    $ 200,148,275

NET ASSETS CONSIST OF:
	Capital (capital stock and paid-in capital)           $ 158,826,690
	Accumulated undistributed income:                      
	Undistributed net investment income                       1,543,173
Undistributed net realized gain on investment transactions        9,217,334
Net unrealized appreciation in value of investments              30,561,078
NET ASSETS APPLICABLE TO OUTSTANDING SHARES                   $ 200,148,275

Capital shares, $1.00 par value
	Authorized                                               20,000,000

	Outstanding                                              12,411,643

NET ASSET VALUE PER SHARE                                     $       16.13

See accompanying Notes to Financial Statements.
<PAGE>

STATEMENT OF OPERATIONS
Six Months Ended May 31, 1995 (unaudited)

INVESTMENT INCOME:
	Income:
		Dividends                                    $    1,650,675
		Interest                                            389,980
								  2,040,655
	Expenses (Note 2):
		Management fees                                   1,037,898
		Registration fees and expenses                       14,129
								  1,052,027
			Net investment income (Note 1-B)            988,628

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Realized gain from investment transactions (excluding maturities of 
short-term commercial notes and repurchase agreements):
Proceeds from sales of investments                               20,906,646
Cost of investments sold                                         11,680,090
Net realized gain from investment transactions                    9,226,556
Unrealized appreciation of investments:
		Beginning of period                              25,431,715
		End of period                                    30,561,078
Unrealized appreciation of investments during the period          5,129,363     
Net gain on investments                                          14,355,919
Increase in net assets resulting from operations             $   15,344,547




See accompanying Notes to Financial Statements.
<PAGE>

STATEMENTS OF CHANGES
IN NET ASSETS

						 Six Months
						    Ended        Year Ended
						 May 31, 1995    November 30,
						 (unaudited)        1994
INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment income                             $    988,628 $     426,000 
Net realized gain from investment transactions       9,226,556    19,093,826    
Unrealized appreciation (depreciation) of 
  investments during the period                      5,129,363   (11,852,856)
Net increase in net assets resulting from 
operations                                          15,344,547     7,666,970
Net equalization included in the price of shares 
  issued and redeemed                                  (28,262)     (149,837)
DISTRIBUTIONS TO SHAREHOLDERS FROM:**
Net investment income                                 (425,295)     (675,250)
Net realized gain from investment transactions     (19,094,377)  (13,830,212)
Total distributions to shareholders                (19,519,672)  (14,505,462)

INCREASE (DECREASE) FROM CAPITAL SHARE TRANSACTIONS:*
Proceeds from shares sold                            6,549,619    11,843,878    
Net asset value of shares issued for reinvestment 
  of distributions                                  18,718,813    13,863,792    
						    25,268,432    25,707,670      
Cost of shares repurchased                          (9,277,966)  (47,712,322)
Net increase (decrease) from capital share 
  transactions                                      15,990,466   (22,004,652)
Total increase (decrease) in net assets             11,787,079   (28,992,981)

NET ASSETS:
Beginning of period                                188,361,196   217,354,177    
End of period (including undistributed net 
  investment income of $1,543,173 and 
  $1,008,102, respectively)                      $ 200,148,275 $ 188,361,196

Shares issued and repurchased:
Number of shares sold                                  429,178       712,747 
Number of shares issued for reinvestment of 
  distributions                                      1,258,830       857,908 
						     1,688,008     1,570,655       
Number of shares repurchased                          (597,228)   (2,888,905)
Net increase (decrease)                              1,090,780    (1,318,250)

Distributions to shareholders:
Income dividends per share                       $       .0377  $       .054
Capital gains distribution per share             $      1.6949  $      1.1071

See accompanying Notes to Financial Statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940, as amended, 
as a diversified open-end management investment company. The following is a 
summary of significant accounting policies consistently followed by the Fund 
in the preparation of its financial statements.

A. Security Valuation _ Common stocks traded on a national securities 
exchange are valued at the latest sales price thereof, or if no sale was 
reported on that date, the mean between the closing bid and asked price is 
used. Common stocks traded over-the-counter are valued at the average of the 
last reported bid and asked prices.

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

C. Equalization _ The Fund uses the accounting practice of equalization, by 
which a portion of the proceeds from sales and costs of redemption of capital 
shares, equivalent on a per share basis to the amount of undistributed net 
investment income on the date of the transactions, is credited or charged to 
undistributed income. As a result, undistributed net investment income per 
share is unaffected by sales or redemptions of capital shares.

D. Other _ As is common in the industry, security transactions are accounted 
for on the date the securities are purchased or sold. Dividend income and 
distributions to shareholders are recorded on the ex-dividend date. Realized 
gains and losses from investment transactions and unrealized appreciation and 
depreciation of investments are reported on the identified cost basis.

2. MANAGEMENT FEES:
Management fees are paid to Jones & Babson, Inc. at the rate of 1.5% per 
annum of the average daily net asset value of the Fund up to $30,000,000 and 
1% per annum of net assets in excess of that amount. Such fees are paid for 
services which include administration, and all other operating expenses of 
the Fund except the cost of acquiring and disposing of portfolio securities, 
the taxes, if any, imposed directly on the Fund and its shares and the cost 
of qualifying the Fund's shares for sale in any jurisdiction. Certain 
officers and/or directors of the Fund are also officers and/or directors of 
Jones & Babson, Inc.

3. INVESTMENT TRANSACTIONS:
Investment transactions for the period ended May 31, 1995 (excluding 
maturities of short-term commercial notes and repurchase agreements) are as 
follows:
	Purchases                     $ 14,034,890                    
	Proceeds from sales             20,906,646


This report has been prepared for the information of the Shareholders of 
Babson Enterprise Fund, Inc. and is not to be construed as an offering of the =
shares of the Fund. Shares of this Fund and of the other Babson Funds are 
offered only by the Prospectus, a copy of which may be obtained from Jones & 
Babson, Inc.
<PAGE>

THE BABSON FUNDS

Equities
Shadow Stock Fund - designed to achieve long-term growth of capital by 
investing in common stocks of small, established, profitable companies 
presently neglected by analysts and institutional investors.

David L. Babson Growth Fund - invested in common stocks selected for their 
long-term possibilities of both capital and income growth.

Babson Enterprise Fund - closed to new investors as of January 31, 1992.

Babson Enterprise Fund II - designed to achieve growth with greater price 
stability than many small stock funds by investing in undervalued small 
companies with higher market capitalizations. A good choice for long-term 
growth, Enterprise II seeks out profitable, established small companies that 
are dominant in their industries.

Babson Value Fund - seeks long-term growth of capital and income by investing 
in a diversified portfolio of common stocks which are considered to be 
undervalued in relation to earnings, dividends and/or assets.

Babson-Stewart Ivory International Fund - for investors seeking international 
diversification and favorable total return, this Fund includes equities of 
various developed investment markets in the free world, principally Western 
Europe and certain areas of the Pacific Basin.

Fixed Income
D.L. Babson Bond Trust - emphasizes current income return and relative 
stability of principal by investing in corporate bonds, U.S. government 
issues and other fixed-income securities of high quality. The Fund offers 
two portfolios: Portfolio S with average maturities of less than 5 years, 
and Portfolio L with average maturities of more than 5 years.

D.L. Babson Money Market Fund - provides investors the opportunity to manage 
their money over the short-term by investing in high-quality, domestic, 
short-term debt instruments for the purpose of maximizing income to the 
extent consistent with safety of principal and maintenance of liquidity. 
It offers two portfolios, Prime and Federal.

D.L. Babson Tax-Free Income Fund - invests principally in quality municipal 
securities, the income from which is judged exempt from federal income tax. 
The Fund offers a choice among three separate portfolios of investment-grade 
securities, differing only in average length of maturity - Longer Term 
(Portfolio L), Shorter Term (Portfolio S) and Money Market (Portfolio MM).


For a free prospectus kit, which contains more complete information, 
including all charges and expenses, write or call Jones & Babson at 
1-800-4-BABSON. Please read the prospectus carefully before you invest or 
send money. Money market funds are neither insured nor guaranteed by the U.S. 
Government and there is no assurance that the funds will maintain a stable 
net asset value.






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