BABSON ENTERPRISE FUND INC
N-30B-2, 1996-08-02
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BABSON
ENTERPRISE
FUND

Semiannual Report
May 31, 1996

JONES & BABSON
MUTUAL FUNDS



MESSAGE
To Our Shareholders

The small cap stocks in Babson Enterprise Fund surged ahead in the six 
month period ended May 31, 1996, with a total return (price change and 
reinvested distribution) of 19.1%. This compares favorably to the total 
returns of 18.1% for the unmanaged Russell 2000 index of small 
capitalization stocks and the 11.7% return of the unmanaged Standard & 
Poor's 500 index of larger capitalization stocks.

Average annual compounded total returns for one, five and ten year
periods, as of June 30, 1996, were 24.33%, 18.06% and 12.68%,
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.

The markets have been surprisingly strong this year; even though 
investor sentiment has been on the cautious side. The new year started 
with fears of recession foremost in investors' minds. However, with very 
strong employment statistics for February, March and again in May, the 
sentiment has shifted from recession fears to worry that the economy is 
growing too fast and inflation will be rising. The newly employed may be 
happy, but both the stock and bond markets have reacted negatively to 
these reports.

There is still a huge volume of money coming into the stock market. This 
has enabled the markets to stay strong so far this year, despite 
substantial concern about whether the economy can continue to walk the 
tightrope between recession and inflation. For example, equity mutual 
funds had approximately $70 billion in new assets in the first quarter, 
which is about three times last year's inflow, and as the Wall Street 
Journal pointed out, more than the total influx of funds during all of 
1990 and 1991.

We continue to unearth neglect companies at reasonable valuations, and 
have made the following portfolio additions in the last six months:

Corrpro Companies, Inc. - provides corrosion control services and 
systems.

Congoleum Corp. - produces vinyl flooring products for commercial and 
residential markets.

Fab Industries, Inc. - manufactures knitted textile fabrics.

New England Business Service, Inc. - makes business forms for small 
businesses. 

Sea Containers Ltd. - leases marine containers; owns or operates 
passenger ferries, trains, and hotels.

U.S. Can Corp. - manufactures metal containers for a variety of end 
markets. 

One portfolio holding had a name change; Forschner Group, which 
distributes Swiss Army knives, changed its name to a more fitting Swiss 
Army Brands, Inc. And Duplex Products was acquired by Reynolds & 
Reynolds. On the liquidation side, the following positions were sold: 
Anacomp, AMC Entertainment, Anthony Industries (now called K2 Inc.), 
Computer Products, Harris Computer, Shiloh and Tuscarora.

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

Sincerely,


/s/Larry D. Armel
Larry D. Armel
President

STATEMENT OF NET ASSETS
May 31, 1996 (unaudited)

                                                                MARKET VALUE
        SHARES          COMPANY                                 (NOTE 1-A)

COMMON STOCKS - 94.73%
BASIC MATERIALS - 10.11%
	110,800	American Filtrona Corp.
			(Bonded fiber products
                         and extruded plastics)               $ 3,573,300
        156,700 Brady (W.H.) Co. Cl. A                                  
			(Identification and labeling
                         systems)                               4,035,025
	177,600	Furon Co.                                                           
                        (Polymer based products)                4,240,200
	130,900	Intermet Corp.
			(Auto and industrial 
                         iron castings)                         2,208,938 
        169,500 Material Sciences Corp.                                 
                        (Coatings and laminates)                2,860,313
	288,050	Nord Resources Corp.
                        (Rutile and kaolin production)          1,728,300
	135,600	Penwest Ltd.                                                      
                        (Specialty starch based 
                         products)                              2,610,300
	208,600	Tab Products Co.
                        (Color-coded filing systems)            1,564,500
                                                                22,820,876

CAPITAL GOODS - 27.38%
	68,800	American Precision Industries Inc.
			(Heat exchangers)			868,600
	164,500	Apogee Enterprises, Inc.
                        (Commercial window systems)             4,400,375
	152,426	Athey Products Corp.
			(Street sweepers)			704,970
	213,500	Atkinson (Guy F.) Co.
                        (Construction)                          2,828,875
	294,100	Aviall Inc. New
                        (Aviation services company)             2,941,000
	160,600	Bettis Corp.
                        (Actuators)                             903,375
	249,700	Brenco, Inc.
                        (Railroad car bearings)                 3,277,313
	86,500	Congoleum Corp. New Cl. A
			(Vinyl flooring)			940,687
	34,400	Corrpro Companies, Inc.
                        (Corrosion control services)            322,500
	248,300	Farrell Corp. New
			(Rubber and plastic
                         processing equipment)                  1,055,275
	85,400	Industrial Acoustics Company, Inc.
                        (Noise control products)                928,725
	215,700	Instron Corp.
                        (Materials testing instruments)         2,938,913
        203,100 Interface, Inc. Cl. A                                   
                        (Carpet tile)                           2,919,562
        133,600 K-Tron International, Inc.                              
			(Industrial feeders 
                         and blenders)                          1,102,200
	304,918	Kuhlman Corp.
                        (Electrical transformers)               5,259,836
	356,000	Lamson & Sessions Co.
                        (Electrical equipment supplier)         4,138,500
	146,300	Moog Inc. Cl. A
			(High performance 
                         control systems)                       2,999,150 
	201,200	Newcor, Inc.
			(Automobile assembly 
                         systems)                               2,238,350
	155,300	Oregon Metallurgical Corp.
                        (Titanium)                              4,814,300
	151,800	Pacific Scientific Co.
			(Aerospace and industrial
                         products)                              2,903,175
	157,110	Raymond Corp.
                        (Narrow-aisle lift trucks)              2,788,702
	40,100 	SPS Technologies, Inc.
			(Aerospace fasteners)			2,456,125
	122,100	Starrett (L.S.) Co. Cl. A
			(Tools and precision 
                         instruments)                           3,144,075

CAPITAL GOODS (Continued)
	254,300	Stevens Graphics Corp. Cl. A                              
                        (Printing presses)                      699,325
	61,500	Technitrol, Inc.
			(Industrial components and
                         assemblies)                            2,198,625
	78,800	Tennant Co.
			(Floor maintenance 
                         equipment)                             2,019,250
                                                                61,791,783

CONSUMER CYCLICAL - 17.75%
	213,100	American Recreation Centers, Inc.
			(Bowling centers)			1,385,150
	113,000	Baldwin Piano & Organ Co.
			(Keyboard instruments)			1,631,438
	218,983	Chock Full o'Nuts Corp.
			(Coffee processor)			1,122,288
	213,550	Dixie Yarns, Inc.
                        (Yarns and industrial thread)           1,147,831
	27,300	Fab Industries, Inc.
			(Textile fabrics)			795,112
	294,470	Falcon Products, Inc.
			(Table pedestals)			4,895,564
	231,000	Forstmann & Company, Inc.
			(Woolen fabrics)			46,200
	112,900	Gander Mountain, Inc.
			(Hunting and fishing 
                         catalog retailer)                      239,912
	283,000	Gottschalks Inc.
                        (Specialty-apparel stores)              1,910,250
	195,450	Helen of Troy Ltd.
			(Hair care appliances)			5,228,288
	204,700	Jacobson Stores Inc.
			(Upscale department 
                         store chain)                           2,456,400 
	209,800	Jay Jacobs, Inc.
                        (Specialty-apparel stores)              393,375
	211,363	Leslie's Poolmart
			(Specialty swimming 
                         pool stores)                           4,042,317 
	190,700	Oneida Ltd.
                        (Stainless steel flatware)              3,313,412
	91,500	POCI, Inc.
                        (Travel club)                           160,125
	141,050	S K I, Ltd.
                        (Ski resorts)                           2,441,928
	234,200	Shelby Williams Industries, Inc.
			(Contract seating)			2,664,025
	189,600	Summit Family Restaurants
			(Restaurant chain)			924,300
	184,000	Swiss Army Brands, Inc.
			(Swiss Army knives)			2,484,000
	36,300	Tranzonic Cos. Cl. A
			(Industrial textiles)			435,600
	18,100	Tranzonic Cos. Cl. B
			(Industrial textiles)			219,462
	98,400	Walbro Corp.
                        (Auto fuel injection systems)           2,140,200
                                                                40,077,177

CONSUMER STAPLES - 8.52%
	52,900	Genesee Corp. Cl. B
			(Regional brewer)			2,354,050
	268,100	J & J Snack Foods Corp.
			(Soft pretzels and other
                         snack foods)                           3,518,813
	169,400	Northland Cranberries, Inc. Cl. A
			(Cranberry grower)			4,743,200
	192,925	Rykoff-Sexton, Inc.
			(Foodservice product 
                         distribution)                          2,990,338
	188,550	Sanderson Farms, Inc.
                        (Chickens)                              2,545,425

CONSUMER STAPLES (Continued)
	422,500	Stokely USA Inc.
			(Canned and frozen 
                         vegetables)                            1,531,563 
	90,700	U.S. Can Corp.
                        (Metal containers)                      1,553,237
                                                                19,236,626

ENERGY - 5.38%
	39,900	American Oilfield Divers Inc.
			(Undersea construction and
                         maintenance)                           389,025
	104,700	Devon Energy Corp.
                        (Oil and gas production)                2,669,850
	286,600	Matrix Service Co.
			(Petroleum refining 
                         maintenance)                           1,683,775 
	204,500	McFarland Energy, Inc.
			(Oil exploration)			2,019,437
	96,500	Petroleum Helicopters, Inc.
			(non-voting) (Gulf of Mexico
                         helicopter transportation)             1,423,375
	78,700	Petroleum Helicopters, Inc.
			(voting) (Gulf of Mexico
                         helicopter transportation)             1,219,850
	152,800	World Fuel Services Corp.
                        (Aviation fueling services)             2,731,300
                                                                12,136,612

FINANCIAL - 4.79%
	168,800	AVEMCO Corp.
                        (Private aircraft insurance)            2,637,500
	76,500	Gallagher (Arthur J.) & Co.
			(Insurance brokerage and risk
                         management)                            2,457,563
	185,900	NYMAGIC, Inc.
			(Ocean and inland marine
                         insurance)                             3,485,625 
	68,000	Vermont Financial Services Corp.
			(Vermont bank holding 
                         company)                               2,227,000 
                                                                10,807,688

HEALTH CARE - 1.97%
	93,000	ADAC Laboratories
                        (Medical imaging systems)               1,522,875
	254,900	Sullivan Dental Products, Inc.
                        (Dental supply distributor)             2,931,350
                                                                4,454,225
MISCELLANEOUS - 3.05%
	166,300	Alltrista Corp.
			(Consumer and industrial 
                         products)                              3,783,325
	386,483	Jason Inc.
			(Nonwoven auto padding)			3,091,864
                                                                6,875,189

TECHNOLOGY - 11.24%
	148,900	CEM Corp.
                        (Laboratory microwave ovens)            2,075,294
	77,800	CSP Inc.
                        (Special purpose computers)             748,825
	159,700	ESCO Electronics Corp.
			(Defense products 
                         and systems)                           2,016,213 
	57,300	Fluke Corp.
			(Electronic test and
                         measurement equipment)                 2,227,537

TECHNOLOGY (Continued)
	129,500	Landauer Inc.
			(Personal radiation exposure
                         monitoring)                            2,670,937
	90,300	New England Business Service, Inc.
			(Business forms)			1,659,262
	160,700	Nichols Research Corp.
			(Technical and engineering
                         services)                              5,182,575
	149,400	Norstan, Inc.
			(Telecommunications 
                         equipment)                             5,341,050
	371,300	Pentech International, Inc.
			(Writing instruments)			789,013
	169,400	Viewlogic Systems Inc.
			(Computer-aided engineering
                         software)                              2,646,875
                                                                25,357,581

TRANSPORTATION & SERVICES - 4.54%
	140,000	ABM Industries, Inc.
			(Building maintenance 
                         services)                              5,337,500
	139,500	International Shipholding Corp.
			(Ocean and river freight
                         transportation)                        2,685,375
	104,300	Sea Containers Ltd. Cl. A
                        (Marine container leasing)              1,994,737
	12,000	Sea Containers Ltd. Cl. B
                        (Marine container leasing)              226,500
                                                                10,244,112

TOTAL COMMON STOCKS - 94.73%                                    213,801,869

                                                                MARKET VALUE
        FACE AMOUNT          DESCRIPTION                        (NOTE 1-A)

SHORT-TERM CORPORATE NOTES - 3.10%
      $ 2,000,000  Ford Motor Credit Co.,
			5.25%, due June 5, 1996			2,000,000
        1,000,000  Ford Motor Credit Co.,
                        5.28%, due June 19, 1996                1,000,000
        2,000,000  General Motors Acceptance Corp.,
                        5.24%, due June 12, 1996                2,000,000
        2,000,000  Sears Roebuck Acceptance Corp.,
                        5.29%, due June 12, 1996                2,000,000

TOTAL SHORT-TERM 
CORPORATE NOTES - 3.10%                                         7,000,000

REPURCHASE AGREEMENT - 2.39%
        5,385,000  UMB Bank, n.a.,
                    4.75%, due June 3, 1996
                    (Collateralized by U.S. 
                     Treasury Notes, 7.50%, 
                     due December 31, 1996)                     5,385,000

TOTAL INVESTMENTS - 100.22%                                   $ 226,186,869

Other assets less liabilities - (0.22%)                         (488,848)

TOTAL NET ASSETS - 100.00%
	(equivalent to $18.35 per share;
         20,000,000 shares of $1.00 par 
         value capital shares authorized;
         12,297,623 shares outstanding)                       $ 225,698,021

STATEMENT OF ASSETS
AND LIABILITIES
May 31, 1996 (unaudited)

<TABLE>
<S>                                                                                     <C>
ASSETS:
	Investments in securities:
		Common stocks, at market value (identified cost $156,060,801) 		$	213,801,869
                Short-Term corporate notes, at cost - approximates market value                 7,000,000
                Repurchase agreement, at cost - approximates market value                       5,385,000

                                Total investments                                               226,186,869

        Dividends receivable                                                                    35,384
        Interest receivable                                                                     6,161
        Receivable for investments sold                                                         577,270

                                Total assets                                                    226,805,684

LIABILITIES AND NET ASSETS:
        Cash overdraft                                                                          181,049
        Payable for investments purchased                                                       926,614

                                Total liabilities                                               1,107,663

NET ASSETS                                                                              $       225,698,021

NET ASSETS CONSIST OF:
        Capital (capital stock and paid-in capital)                                     $       156,097,634
	Accumulated undistributed income:
                Undistributed net investment income                                             782,331
		Undistributed net realized gain on investment transactions 	 		11,076,989
        Net unrealized appreciation in value of investments                                     57,741,067

NET ASSETS APPLICABLE TO OUTSTANDING SHARES                                             $       225,698,021

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

        Outstanding                                                                             12,297,623

NET ASSET VALUE PER SHARE                                                               $       18.35
</TABLE>

See accompanying Notes to Financial Statements.

STATEMENT OF OPERATIONS
Six Months Ended May 31, 1996 (unaudited)

<TABLE>
<S>                                                                                     <C>
INVESTMENT INCOME:

	Income:
                Dividends                                                               $       1,273,673
                Interest                                                                        185,766
                                                                                                1,459,439
	Expenses (Note 2):
                Management fees                                                                 1,092,986
                Registration fees and expenses                                                  15,235
                                                                                                1,108,221
                        Net investment income (Note 1-B)                                        351,218

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                                              35,057,505
                Cost of investments sold                                                        23,974,949

                        Net realized gain from investment transactions                          11,082,556

	Unrealized appreciation of investments:
                Beginning of period                                                             32,684,553
                End of period                                                                   57,741,067

                        Unrealized appreciation of investments during the period                25,056,514 

                        Net gain on investments                                                 36,139,070

                        Increase in net assets resulting from operations                      $ 36,490,288
</TABLE>

See accompanying Notes to Financial Statements.

STATEMENTS OF CHANGES
IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                Six Months
                                                                                Ended                   Year Ended
                                                                                May 31, 1996            November 30,
                                                                                (unaudited)             1995
</CAPTION>
<S>                                                                             <C>                     <C>
INCREASE IN NET ASSETS FROM OPERATIONS:
        Net investment income                                                   $       351,218         $       1,325,452 
        Net realized gain from investment transactions                                  11,082,556              21,395,854 
        Unrealized appreciation of investments during the period                        25,056,514              7,252,838

                        Net increase in net assets resulting from operations            36,490,288              29,974,144

Net equalization included in the price of shares issued and redeemed                    (19,887)                (138,066)

DISTRIBUTIONS TO SHAREHOLDERS FROM:**
        Net investment income                                                           (1,319,193)             (425,295)
        Net realized gain from investment transactions                                  (21,392,199)            (19,094,377)

                        Total distributions to shareholders                             (22,711,392)            (19,519,672)

INCREASE FROM CAPITAL SHARE TRANSACTIONS:*
        Proceeds from shares sold                                                       6,470,639               11,779,300 
        Net asset value of shares issued for reinvestment of distributions              21,744,139              18,718,813 
                                                                                        28,214,778       	30,498,113	
        Cost of shares repurchased                                                      (18,115,713)            (27,335,768)

                        Net increase from capital share transactions                    10,099,065              3,162,345

                                Total increase in net assets                            23,858,074              13,478,751

NET ASSETS:
        Beginning of period                                                             201,839,947     	188,361,196	

	End of period (including undistributed net investment income
        of $782,331 and $1,770,193, respectively)                               $       225,698,021     $       201,839,947

*Shares issued and repurchased:
        Number of shares sold                                                           388,112                 739,581 
        Number of shares issued for reinvestment of distributions                       1,403,752               1,258,831 
                                                                                        1,791,864               1,998,412 
        Number of shares repurchased                                                    (1,130,054)             (1,683,462)

                        Net increase                                                    661,810            	314,950

**Distributions to shareholders:
        Income dividends per share                                              $       .1137           $       .0377
        Capital gains distribution per share                                    $       1.8433     	$	1.6949
</TABLE>

See accompanying Notes to Financial Statements.

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, 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 - 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, 1996 (excluding 
maturities of short-term commercial notes and repurchase agreements) are 
as follows:

        Purchases                     $ 20,575,708

        Proceeds from sales		35,057,505

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.


EQUITIES
Growth Fund
Enterprise Fund*
Enterprise Fund II
Value Fund
Shadow Stock Fund
International Fund

FIXED INCOME
Bond Trust
Money Market Fund
Tax-Free Income Fund


*Closed to new investors.


JONES & BABSON
MUTUAL FUNDS

2440 Pershing Road
Kansas City, MO   64108-2518
816-471-5200

1-800-4-BABSON
(1-800-422-2766)



<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1996
<PERIOD-END>                               MAR-31-1996
<INVESTMENTS-AT-COST>                        168445801
<INVESTMENTS-AT-VALUE>                       226186869
<RECEIVABLES>                                  6188815
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               226805684
<PAYABLE-FOR-SECURITIES>                        926614
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       181049
<TOTAL-LIABILITIES>                             107663
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     156097634
<SHARES-COMMON-STOCK>                         12297623
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       782331
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       11076989
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      57741067
<NET-ASSETS>                                 225698021
<DIVIDEND-INCOME>                              1273673
<INTEREST-INCOME>                               185766
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 1108221
<NET-INVESTMENT-INCOME>                         351218
<REALIZED-GAINS-CURRENT>                      11082556
<APPREC-INCREASE-CURRENT>                     25056514
<NET-CHANGE-FROM-OPS>                         36490288
<EQUALIZATION>                                 (19887)
<DISTRIBUTIONS-OF-INCOME>                      1319193
<DISTRIBUTIONS-OF-GAINS>                      21392199
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         388112
<NUMBER-OF-SHARES-REDEEMED>                    1130054
<SHARES-REINVESTED>                            1403752
<NET-CHANGE-IN-ASSETS>                        23858074
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          1092986
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                1108221
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                   .114
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              .114
<PER-SHARE-DISTRIBUTIONS>                        1.843
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              18.35
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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