BABSON VALUE FUND INC
N-30B-2, 1995-08-02
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Babson
Value 
Fund

Semiannual Report
May 31, 1995

MESSAGE 
To Our Shareholders

The close of the second fiscal quarter of 1995 marked the attainment of a 
significant milestone in Babson Value Fund's history. For the first time net 
assets of the Fund rose above $200 million, a substantial increase from the 
level of $147 million at the end of the prior quarter, and $60 million a year 
ago. As this letter is being written, assets are north of $214 million and the 
net asset value per share is over $29 for the first time in history.

Total return (price change and reinvested distributions) for the quarter ended 
May 31, 1995, was 8.42%. This experience was in line with the 8.47% average 
total return of the 430 growth and income funds tracked by Lipper Mutual Fund 
Performance Analysis, but it trailed the 10.20% return of the unmanaged 
Standard & Poor's 500 stock index which is dominated by large capitalization 
companies with significant international earnings. The foreign earnings of 
these companies benefited greatly from the effect of the weak dollar as a 
result of stronger sales and currency translation. The favorable longer term 
comparisons of the Fund with its peers for three, five and ten years are 
intact as shown in the tables on the previous page.

Average annual compounded total returns for one, five and ten year periods, 
as of March 31, 1995, were 12.83%, 13.34% and 14.26%, 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.

Net asset value per share rose from $26.49 on February 28, 1995, to $28.57 at 
the end of May. In March an ordinary income dividend of $0.14 was distributed. 
For shareholders who elected reinvestment, the distribution was reinvested at 
a price of $26.63 per share on March 24, 1995.

One new company was added to the portfolio this quarter. Apple Computer is a 
leading manufacturer of personal computers. At the time of purchase, Apple 
was selling at only nine times estimated 1995 and eight times 1996 earnings. 
The shares were depressed because the market was focused on the imminent 
introduction of Microsoft's new Windows 95 operating 
system which will operate on IBM and clone personal computers that use Intel 
and similar microprocessors. The widely held feeling is that Windows 95 will 
be so successful that Apple will lose market share to the IBM compatibles. 
In our opinion, this view ignores the positive aspects of Apple and its 
products. Apple shares have performed well since purchase. Apple replaced the 
small convertible bond holdings of Chock Full o' Nuts and Trans-Lux Corp. 
that were sold during the quarter.

The Fund continues to have attractive valuation characteristics. The average 
price/earnings ratio based on estimated earnings for 1995 for the companies 
in the Fund is only 11.7, compared with 15.0 times for the S&P 500 companies. 
The average price to book value of the Fund's companies is 2.0, compared to 
2.8 for the S&P 500 companies, and the current yield (gross, before expenses) 
is higher.

The stock market's strength is a reflection of the sharply declining interest 
rate environment so far this year. The decline in rates is, in turn, a 
reflection of the relatively low inflation and the prospect that it will 
remain under control for the balance of the year. While the domestic stock 
markets are selling at all time highs, these price levels are supported by 
the combination of good underlying earnings, and lower interest rates. The 
focus of recent strength has continued to be on technology stocks and larger 
rather than smaller companies as we observed in our last report. Sooner or 
later the market will turn its attention elsewhere, and the kinds of companies 
in the Fund's portfolio could benefit. The reasonable valuations of our stocks 
should continue to offer good relative potential.

We appreciate your use of Babson Value Fund in your investment program.

Sincerely,

Larry D. Armel
President

<PAGE>

Babson Value Fund

Comparison with all 
Lipper Growth & Income Funds
			       1 Year      3 Years     5 Years      10 Years
			     05/31/94 to  05/31/92 to 05/31/90 to  05/31/85 to
			       05/31/95     05/31/95   05/31/95    05/31/95
Babson Value Fund 
  Total Return                   14.81%      15.28%     13.74%      14.03%
Lipper Growth & Income 
  Funds Average Total Return     14.47%      10.40%     10.66%      12.51%
BVF Rank among Lipper Growth 
  & Income Funds                    193          12         17          21
# of Lipper Growth & Income 
  Funds                             372         233        186         110
Babson Value Fund Percentile, 
  Top                               52%          5%         9%         19%

Source: Lipper Analytical Securities Corporation
				  1 Year      3 Years      5 Years     10 Years
			       05/31/94 to   05/31/92 to  05/31/90 to 05/31/85 to
				 05/31/95     05/31/95     05/31/95    05/31/95

Comparison with all 
Morningstar Growth & Income Funds

Babson Value Fund Total Return      14.81%      15.28%      13.74%      14.03%
Morningstar Growth & Income Funds 
  Average Total Return              14.66%      10.06%      10.13%      11.91%
BVF Rank among Morningstar Growth  
  & Income Funds                       212           9          14          21
# of Morningstar Growth & 
  Income Funds                         369         240         186         110
Babson Value Fund Percentile,                 
  Top                                  58%          4%          8%         19%

Source: Morningstar, Inc.

Note:   All returns for periods of longer than one year are compound annual 
rates.
	All returns for Babson Value Fund are net of all fees and expenses.

	Returns for the growth and income averages are net of fees and 
	expenses, but do not include the impact of sales charges.
	Morningstar includes S&P 500 index funds in its Growth & Income Fund 
	category, while Lipper has a separate category.




<PAGE>

STATEMENT OF NET ASSETS
May 31, 1995 (unaudited)

								MARKET VALUE
SHARES            COMPANY                                         (NOTE 1-A)

COMMON STOCKS - 94.23%
AEROSPACE - 4.75%
	86,000  Boeing Co.                                       $  5,063,250
	76,610  Lockheed Martin Corp.                               4,558,295
								    9,621,545
AIRLINES - 2.29%
	148,000 KLM Royal Dutch Airlines                            4,643,500
BANKS - 9.48%
	100,000 Chase Manhattan Corp.                               4,625,000
	118,000 First Bank System, Inc.                             4,956,000
	58,000  First Interstate Bancorp                            4,872,000
	156,000 National City Corp.                                 4,738,500
								   19,191,500
CHEMICALS - 2.31%
	69,000  duPont (E.I.) deNemours & Co.                       4,683,375
COMPUTER SOFTWARE - 2.39%
	145,000 Shared Medical Systems Corp.                        4,839,375
COMPUTER SYSTEMS - 4.52%
	108,000 Apple Computer Inc.                                 4,488,750
	50,000  International Business
			Machines Corp.                              4,662,500
								    9,151,250
CONSUMER PRODUCTS - 7.14%
	192,000 Grand Metropolitan PLC, ADR                         4,848,000
	339,000 Huffy Corp.                                         4,788,375
	144,000 Reebok International Ltd.                           4,824,000
								   14,460,375
DIVERSIFIED - 2.46%
	262,000 Hanson PLC, ADR                                     4,978,000
ENVIRONMENTAL CONTROL - 2.45%
	292,000 Safety-Kleen Corp.                                  4,964,000
FINANCIAL SERVICES - 11.60%
	128,000 American Express Co.                                4,560,000
	119,000 Salomon Inc.                                        4,879,000
	178,100 Student Loan Corp.                                  4,608,338
	98,000  Student Loan Marketing Assn.                        4,655,000
	80,000  Transamerica Corp.                                  4,780,000
								   23,482,338
FOREST PRODUCTS AND PAPER - 7.04%
	110,000 Potlatch Corp.                                      4,716,250
	112,000 Weyerhaeuser Co.                                    4,914,000
	92,000  Willamette Industries, Inc.                         4,623,000
								   14,253,250
HEALTH - 4.77%
	67,000  Lilly (Eli) & Co.                                   4,999,875
	280,000 Tenet Healthcare                                    4,655,000
								    9,654,875
INSURANCE - 4.61%
	77,000  Aetna Life & Casualty Co.                           4,591,125
	35,000  General Re Corp.                                    4,738,125
								    9,329,250
OFFICE EQUIPMENT AND SUPPLIES - 4.86%
	137,000 Wallace Computer Services, Inc.                     4,966,250
	43,000  Xerox Corp.                                         4,875,125
								    9,841,375
PETROLEUM - 4.85%
	42,000  Atlantic Richfield Co.                              4,877,250
	39,000  Royal Dutch Petroleum Co.                           4,943,250
								    9,820,500
RETAIL - 9.54%
	113,000 Harcourt General, Inc.                              4,760,125
	379,000 Kmart Corp.                                         4,832,250
	107,000 Penney (J.C.) Co., Inc.                             5,042,375
	83,000  Sears, Roebuck & Co.                                4,679,125
								   19,313,875
PROFESSIONAL SERVICES - 4.46%
	194,000 ABM Industries                                      4,413,500
	110,000 PHH Corp.                                           4,620,000
								    9,033,500
TRANSPORTATION - 2.17%
	231,000 Overseas Shipholding Group, Inc.                    4,389,000
UTILITIES - 2.54%
	142,000 Texas Utilities Co.                                 5,129,750
TOTAL COMMON STOCKS - 94.23%                                      190,780,633


								 MARKET VALUE
FACE AMOUNT     DESCRIPTION                                        (NOTE 1-A)
SHORT-TERM CORPORATE NOTES - 4.44%
	$3,000,000      Ford Motor Credit Co.,
			5.95%, due June 14, 1995                    3,000,000
	  3,000,000     General Motors Acceptance Corp.,
			5.95%, due June 7, 1995                     3,000,000
	  3,000,000     Sears Roebuck Acceptance Corp.,
			6.00%, due June 21, 1995                    3,000,000

TOTAL SHORT-TERM 
CORPORATE NOTES - 4.44%                                             9,000,000

REPURCHASE AGREEMENT - 3.05%
	  6,175,000     UMB Bank, n.a.,
			5.60%, due June 1, 1995
			(Collateralized by U.S. 
			Treasury Notes, 7.50%, 
			due February 29, 1996)                      6,175,000

TOTAL INVESTMENTS - 101.72%                                    $  205,955,633

Other assets less liabilities  - (1.72%)                           (3,490,913)

TOTAL NET ASSETS - 100.00%
	(equivalent to $28.57 per share;
	10,000,000 shares of $1.00 par 
	value capital shares authorized;
	7,085,827 shares outstanding)                          $  202,464,720



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 $163,290,202)   $ 190,780,633
Short-Term corporate notes, at cost - approximates market value     9,000,000
Repurchase agreement, at cost - approximates market value           6,175,000
				Total investments                 205,955,633

	Cash                                                          300,730
	Dividends receivable                                          475,067
	Interest receivable                                            19,170
				Total assets                      206,750,600

LIABILITIES AND NET ASSETS:
	Payable for investments purchased                           4,285,880
				Total liabilities                   4,285,880
NET ASSETS                                                      $ 202,464,720

NET ASSETS CONSIST OF:
Capital (capital stock and paid-in capital)                     $ 171,367,226
Accumulated undistributed income:
Undistributed net investment income                                 3,155,142
Undistributed net realized gain on investment transactions            451,921
Net unrealized appreciation in value of investments                27,490,431

NET ASSETS APPLICABLE TO OUTSTANDING SHARES                     $ 202,464,720

Capital shares, $1.00 par value
	Authorized                                                 10,000,000
	Outstanding                                                 7,085,827

NET ASSET VALUE PER SHARE                                       $       28.57

See accompanying Notes to Financial Statements.
<PAGE>

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

INVESTMENT INCOME:
	Income:
		Dividends                                        $  2,094,018
		Interest                                              376,924
								    2,470,942
	Expenses (Note 2):
		Management fees                                       716,157
		Registration fees and expenses                         47,502
								      763,659
			Net investment income (Note 1-B)            1,707,283

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                                  4,670,670
Cost of investments sold                                            4,220,206
Net realized gain from investment transactions                        450,464
Unrealized appreciation of investments:
		Beginning of period                                 4,649,589
		End of period                                      27,490,431
Unrealized appreciation of investments during the period           22,840,842
Net gain on investments                                            23,291,306
Increase in net assets resulting from operations                $  24,998,589




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 (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income                                $  1,707,283 $  1,749,234  
Net realized gain from investment transactions            450,464    2,907,083
Unrealized appreciation (depreciation) of investments 
  during the period                                    22,840,842   (4,771,718)
Net increase (decrease) in net assets resulting 
  from operations                                      24,998,589     (115,401)
Net equalization included in the price of shares 
  issued and redeemed                                     830,772    1,101,452  

DISTRIBUTIONS TO SHAREHOLDERS FROM:**
Net investment income                                  (1,786,000)  (1,016,285)
Net realized gain from investment transactions         (2,881,610)  (1,551,963)
Total distributions to shareholders                    (4,667,610)  (2,568,248)

INCREASE FROM CAPITAL SHARE TRANSACTIONS:*
Proceeds from shares sold                              74,965,136  105,398,105  
Net asset value of shares issued for reinvestment 
  of distributions                                      4,276,258    2,436,145  
                                          						       79,241,394  107,834,250
Cost of shares repurchased                            (17,504,380) (28,885,735)
Net increase from capital share transactions           61,737,014   78,948,515  
Total increase in net assets                           82,898,765   77,366,318  

NET ASSETS:
Beginning of period                                   119,565,955   42,199,637  
End of period (including undistributed net 
  investment income
  of $3,155,422 and $2,403,087, respectively)        $202,464,720 $119,565,955  

Shares issued and repurchased:
Number of shares sold                                   2,840,673    4,126,746  
Number of shares issued for reinvestment of         
distributions                                             170,490       96,021  
                                                 							3,011,163    4,222,767 
Number of shares repurchased                             (671,640)  (1,140,429)
Net increase                                            2,339,523    3,082,338  

Distributions to shareholders:
	Income dividends per share                    $       .34  $     .3982
	Capital gains distribution per share          $     .6036  $     .9109   

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 - Corporate stocks and bonds 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.
Securities which are traded over-the-counter are priced at the mean between 
the latest bid and asked price.  Securities not currently traded are valued 
at fair value as determined by the Board of Directors.

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 .95 of 1% per annum of the average daily net asset value of the Fund 
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                    $ 59,018,028                    
	Proceeds from sales             4,670,670

This report has been prepared for the information of the Shareholders of 
Babson Value 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>

BOARD OF DIRECTORS
Larry D. Armel
Francis C. Rood
William H. Russell
H. David Rybolt

OFFICERS
Larry D. Armel
	President
P. Bradley Adams
	Vice President & Treasurer
Michael A. Brummel
	Vice President
Martin A. Cramer
	Vice President & Secretary
Ruth Evans
	Vice President
David G. Kirk
	Vice President
Roland W. Whitridge
	Vice President _ Portfolio


INVESTMENT COUNSEL
David L. Babson & Co. Inc.
Cambridge, Massachusetts

INDEPENDENT AUDITORS
Ernst & Young LLP
Kansas City, Missouri

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young
Philadelphia, Pennsylvania
John G. Dyer
Kansas City, Missouri

CUSTODIAN
UMB Bank, n.a.
Kansas City, Missouri


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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