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

Semiannual Report
May 31, 1996

JONES & BABSON
MUTUAL FUNDS


MESSAGE
To Our Shareholders

At the close of the first half of our 1996 fiscal year net assets of 
Babson Value Fund had reached $493 million, up sharply from $293 million 
at the end of the fiscal year ended November 30, 1995, and $202 million 
a year ago. Net assets crossed the $500 million mark for the first time 
a short time later, and are at $513 million as this report is being 
written. Thus, your Fund is participating nicely in the strong inflow of 
money into equity mutual funds that has been at record levels through 
the first five months of 1996. This surge began in November, 1994, which 
was the start of the sustained upward move in stock prices that we have 
enjoyed since then.

Total return (price change and reinvested distributions), was 6.7% for 
the quarter, and 12.9% for the six months ended May 31, 1996. For the 
same periods the returns of the unmanaged Standard & Poor's 500 stock 
index of larger company stocks were 5.0% and 11.7%, respectively. 
Average annual compounded total returns for one, five and ten year 
periods as of June 30, 1996, were 23.54%, 17.71% and 13.62%, 
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 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. We are particularly pleased 
with our very favorable return ranking over the last three years since 
it occurred while the growth style of investing was favored for most of 
the period, and our returns were achieved with a risk level that was 
more than 40% lower than the average equity fund as calculated by 
Morningstar.

Net asset value per share rose from $31.78 on November 30, 1995, to 
$35.19 at the end of May. In March an ordinary income dividend of $0.12 
was distributed. For shareholders who elected reinvestment, the 
distribution was reinvested at a price of $32.84 per share on March 8, 
1996. In addition, the year-end distributions of $0.1671 of ordinary 
income and $0.3395 in long term capital gains were reinvested on 
December 22, 1995 at a price of $31.47 per share.

Turnover has remained low reflecting the continued emphasis on companies 
with price momentum in the stock market. In the latest period, the only 
company eliminated was our holding of Eli Lilly, a leading 
pharmaceutical producer. The shares had risen dramatically from our 
early purchases in the range of $22-$28 (after adjustment of a 2-for-1 
split), and had displayed waning relative price strength when they were 
sold in May at $57. Since earlier spin-offs had increased the number of 
companies in the portfolio to 42 from our normal level of 40, the 
company was not replaced by a new one. Shortly after the end of the 
fiscal half, the Guidant shares we received as a spinoff from Lilly were 
also sold at a substantial profit, completing the reduction in the 
number of portfolio companies to 40.

The Fund continues to have attractive valuation characteristics. The 
average price/earnings ratio based on estimated earnings for 1996 for 
the companies in the Fund is only 14.7, compared with 16.7 times for the 
S&P 500 companies. The average price to book value of the Fund's 
companies is 2.6, compared to 4.6 for the S&P 500 companies, and their 
current yield is higher.

The stock market's strength has occurred in an environment of rising 
interest rates and falling bond prices. This represents an uncoupling of 
the two markets. Stock and bond prices moved sharply higher in tandem 
during 1995, and during the terrible bond market of 1994, stocks were 
stagnant in spite of sharply higher earnings, held down by competition 
form higher bond yields.

Although there has been a minor increase in inflation recently, and the 
economy was stronger than expected in the first quarter, we continue to 
view prospects for economic growth as moderate and we don't expect 
inflation to gather a head of steam. While the higher levels of stock 
prices may be viewed as riskier, Babson Value Fund's risk levels have 
been very moderate over the last five years. The value style of 
investing generally carries a lower level of risk or volatility than the 
growth style. For these reasons we think our Fund has appeal for 
investors who wish to remain invested in equities for the long term, but 
who may wish to reduce their risk profiles.

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

Sincerely,


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

                                                Babson Value Fund

<TABLE>
<CAPTION>

                                                        1 Year          3 Years         5 Years         10 Years
Comparison with all                                     05/31/95 to     05/31/93 to     05/31/91 to     05/31/86 to
Lipper Growth & Income Funds                            05/31/96        05/31/96        05/31/96        05/31/96
</CAPTION>
<S>                                                     <C>             <C>             <C>             <C>
Babson Value Fund Total Return                          26.70%          20.47%          16.53%   	13.82%
Lipper Growth & Income Funds Average Total Return       25.24%          14.69%          13.46%          12.00%
BVF Rank among Lipper Growth & Income Funds             178             3               13         	17
# of Lipper Growth & Income Funds                       483             280             204             119
Babson Value Fund Percentile, Top                       37%             1%              6%              14%
</TABLE>

Source: Lipper Analytical Securities Corporation

<TABLE>
<CAPTION>
                                                        1 Year          3 Years         5 Years         10 Years
Comparison with all                                     05/31/95 to     05/31/93 to     05/31/91 to     05/31/86 to
Morningstar Growth & Income Funds                       05/31/96        05/31/96        05/31/96        05/31/96
</CAPTION>
<S>                                                     <C>             <C>             <C>             <C>
Babson Value Fund Total Return                          26.70%          20.47%          16.53%    	13.82%
Morningstar Growth & Income Funds Average Total Return  25.49%          14.57%          13.05%          11.39%
BVF Rank among Morningstar Growth & Income Funds        187             2               11              13
# of Morningstar Growth & Income Funds                  464             283             197             110
Babson Value Fund Percentile, Top                       40%             1%              6%              12%
</TABLE>

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.

STATEMENT OF NET ASSETS
May 31, 1996 (unaudited)

                                                                MARKET VALUE
        SHARES          COMPANY                                 (NOTE 1-A)

COMMON STOCKS - 93.78%
AEROSPACE - 4.72%
        131,000 Boeing Co.                                    $ 11,167,750
        144,000 Lockheed Martin Corp.                           12,078,000
                                                                23,245,750
AIRLINES - 2.39%
	332,000	KLM Royal Dutch Airlines			11,786,000

BANKS - 9.29%
        154,000 Chase Manhattan Corp.                           10,780,000
        199,000 First Bank System, Inc.                         12,014,625
        328,000 National City Corp.                             11,685,000
        47,033  Wells Fargo & Co.                               11,334,953
                                                                45,814,578
CHEMICALS - 2.43%
	150,000	duPont (E.I.) deNemours & Co.			11,962,500

COMPUTER SOFTWARE - 2.27%
	167,000	Shared Medical Systems Corp.			11,168,125

COMPUTER SYSTEMS - 4.59%
        409,000 Apple Computer Inc.                             10,685,125
	112,000	International Business
                        Machines Corp.                          11,956,000
                                                                22,641,125
CONSUMER PRODUCTS - 6.70%
	434,889	Grand Metropolitan PLC, ADR			11,687,642
        670,000 Huffy Corp.                                     9,128,750
	402,000	Reebok International Ltd.			12,210,750
                                                                33,027,142
DIVERSIFIED - 2.35%
        793,000 Hanson PLC, ADR                                 11,597,625

ENVIRONMENTAL CONTROL - 2.41%
        715,000 Safety-Kleen Corp.                              11,886,875

FINANCIAL SERVICES - 11.49%
        249,000 American Express Co.                            11,391,750
        265,000 Salomon Inc.                                    11,096,875
        309,000 Student Loan Corp.                              11,085,375
	148,000	Student Loan Marketing Assn.			11,007,500
        149,000 Transamerica Corp.                              12,069,000
                                                                56,650,500
FOREST PRODUCTS AND PAPER - 6.92%
        291,000 Potlatch Corp.                                  12,003,750
        239,000 Weyerhaeuser Co.                                10,844,625
	188,000	Willamette Industries, Inc. 			11,280,000
                                                                34,128,375
HEALTH - 3.23%
        78,605  Guidant Corp.                                   4,559,090
        529,000 Tenet Healthcare                                11,373,500
                                                                15,932,590
INSURANCE - 7.18%
	162,000	Aetna Life & Casualty Co. 			11,947,500
        285,000 Allstate Corporation                            12,041,250
        78,000  General Re Corp.                                11,388,000
                                                                35,376,750
OFFICE EQUIPMENT AND SUPPLIES - 4.31%
        157,000 Wallace Computer Services, Inc.                 9,420,000
        75,000  Xerox Corp.                                     11,803,125
                                                                21,223,125
PETROLEUM - 4.50%
        95,000  Atlantic Richfield Co.                          11,364,375
	72,000	Royal Dutch Petroleum Co.			10,800,000
                                                                22,164,375
PROFESSIONAL SERVICES - 4.79%
        309,600  ABM Industries, Inc.                           11,803,500
        213,000  PHH Corp.                                      11,794,875
                                                                23,598,375
RETAIL - 9.86%
        247,000 Harcourt General, Inc.                          12,535,250
      1,165,000 K mart Corp.                                    13,543,125
        220,000 Penney (J.C.) Co., Inc.                         11,412,500
        218,000 Sears, Roebuck & Co.                            11,090,750
                                                                48,581,625
TRANSPORTATION - 2.05%
        540,000 Overseas Shipholding Group, Inc.                10,125,000

UTILITIES - 2.30%
        277,000 Texas Utilities Co.                             11,322,375

TOTAL COMMON STOCKS - 93.78%                                    462,232,810


                                                                MARKET VALUE
        FACE AMOUNT             DESCRIPTION                     (NOTE 1-A)

SHORT-TERM CORPORATE NOTES - 6.29%
      $ 4,000,000       Ford Motor Credit Co.,
                                5.29%, due June 12, 1996        4,000,000
	5,000,000	Ford Motor Credit Co.,
                                5.28%, due June 19, 1996        5,000,000
	2,000,000	General Electric Capital Corp.,
                                5.32%, due June 5, 1996         2,000,000
	4,000,000	General Electric Capital Corp.,
                                5.28%, due June 12, 1996        4,000,000
	2,000,000	General Motors Acceptance Corp.,
                                5.25%, due June 5, 1996         2,000,000
	5,000,000	General Motors Acceptance Corp.,
                                5.22%, due June 26, 1996        5,000,000
	4,000,000	Sears Roebuck Acceptance Corp.,
                                5.25%, due June 5, 1996         4,000,000
	2,000,000	Sears Roebuck Acceptance Corp.,
                                5.25%, due June 19, 1996        2,000,000
	3,000,000	Sears Roebuck Acceptance Corp.,
                                5.29%, due June 19, 1996        3,000,000

TOTAL SHORT-TERM
CORPORATE NOTES - 6.29%                                         31,000,000

REPURCHASE AGREEMENT - 1.26%
         6,250,000      UMB Bank, n.a.,
                         4.75%, due June 3, 1996
                         (Collateralized by U.S. 
                          Treasury Notes, 7.50%, 
                          due December 31, 1996)                6,250,000

TOTAL INVESTMENTS - 101.33%                                   $ 499,482,810

Other assets less liabilities - (1.33%)                         (6,577,242)

TOTAL NET ASSETS - 100.00%
	(equivalent to $35.19 per share;
         20,000,000 shares of $1.00 par 
         value capital shares authorized;
         14,007,362 shares outstanding)                       $ 492,905,568


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

<TABLE>
<S>                                                                                             <C>
ASSETS:
	Investments in securities:
                Common stocks, at market value (identified cost $370,400,593)                   $       462,232,810
                Short-Term corporate notes, at cost - approximates market value                         31,000,000
                Repurchase agreement, at cost - approximates market value                               6,250,000

                                Total investments                                                       499,482,810

        Cash                                                                                            1,369,743
        Dividends receivable                                                                            1,114,989
        Interest receivable                                                                             45,152

                                Total assets                                                            502,012,694

LIABILITIES AND NET ASSETS:
        Payable for investments purchased                                                               9,107,126

                                Total liabilities                                                       9,107,126

NET ASSETS                                                                                      $       492,905,568

NET ASSETS CONSIST OF:
        Capital (capital stock and paid-in capital)                                             $  	392,729,715
	Accumulated undistributed income:
                Undistributed net investment income                                                     6,651,957
                Undistributed net realized gain on investment transactions                              1,691,679
        Net unrealized appreciation in value of investments                                             91,832,217

NET ASSETS APPLICABLE TO OUTSTANDING SHARES                                                     $       492,905,568

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

        Outstanding                                                                                     14,007,362

NET ASSET VALUE PER SHARE                                                                       $       35.19

</TABLE>

See accompanying Notes to Financial Statements.

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

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

	Income:
                Dividends                                                                       $       4,191,491
                Interest                                                                                745,108
                                                                                                        4,936,599
	Expenses (Note 2):
                Management fees                                                                         1,789,502
                Registration fees and expenses                                                          64,579
                                                                                                        1,854,081

                        Net investment income (Note 1-B)                                                3,082,518

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                                                      7,229,651
                Cost of investments sold                                                                5,504,265

                        Net realized gain from investment transactions                                  1,725,386

	Unrealized appreciation of investments:
                Beginning of period                                                                     49,773,134
                End of period                                                                           91,832,217

			Unrealized appreciation of investments during the period 			42,059,083

                        Net gain on investments                                                         43,784,469

                        Increase in net assets resulting from operations                        $       46,866,987

</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                                                   $       3,082,518       $       4,230,069
        Net realized gain from investment transactions                                  1,725,386               3,229,264
        Unrealized appreciation of investments during the period                        42,059,083              45,123,545

                        Net increase in net assets resulting from operations            46,866,987              52,582,878

Net equalization included in the price of shares issued and redeemed                    1,898,897               1,782,297 

DISTRIBUTIONS TO SHAREHOLDERS FROM:**
        Net investment income                                                           (2,901,081)             (3,843,830)
        Net realized gain from investment transactions                                  (3,264,428)             (2,881,610)

                        Total distributions to shareholders                             (6,165,509)             (6,725,440)

INCREASE FROM CAPITAL SHARE TRANSACTIONS:*
        Proceeds from shares sold                                                       182,767,284             160,790,293 
        Net asset value of shares issued for reinvestment of distributions              4,626,129               5,928,779 
                                                                                        187,393,413             166,719,072
        Cost of shares repurchased                                                      (30,446,853)            (40,566,129)

                        Net increase from capital share transactions                    156,946,560             126,152,943 

                                Total increase in net assets                            199,546,935             173,792,678 

NET ASSETS:
        Beginning of period                                                             293,358,633         	119,565,955	

	End of period (including undistributed net investment income
        of $6,651,957 and $4,571,623, respectively)                             $       492,905,568     $       293,358,633 

*Shares issued and repurchased:
        Number of shares sold                                                           5,555,588               5,705,141 
        Number of shares issued for reinvestment of distributions                       145,698                 225,453 
                                                                                        5,701,286               5,930,594 
        Number of shares repurchased                                                    (924,253)               (1,446,569)

                        Net increase                                                    4,777,033        	4,484,025	

**Distributions to shareholders:
        Income dividends per share                                              $       .282            $       .60
        Capital gains distribution per share                                    $       .3446           $       .6036 

</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 - Corporate stocks and bonds 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.

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

	Purchases		$ 149,443,242

        Proceeds from sales       7,229,651

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.

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
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

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>                        407650593
<INVESTMENTS-AT-VALUE>                       499482810
<RECEIVABLES>                                  1160141
<ASSETS-OTHER>                                 1369743
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               502012694
<PAYABLE-FOR-SECURITIES>                       9107126
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                            9107126
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     392729715
<SHARES-COMMON-STOCK>                         14007362
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                      6651957
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       16916797
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      91832217
<NET-ASSETS>                                 492905568
<DIVIDEND-INCOME>                              4191491
<INTEREST-INCOME>                               745108
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 1854081
<NET-INVESTMENT-INCOME>                        3082518
<REALIZED-GAINS-CURRENT>                       1725386
<APPREC-INCREASE-CURRENT>                     42059083
<NET-CHANGE-FROM-OPS>                         46866987
<EQUALIZATION>                                 1898897
<DISTRIBUTIONS-OF-INCOME>                      2901081
<DISTRIBUTIONS-OF-GAINS>                       3264428
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        5555588
<NUMBER-OF-SHARES-REDEEMED>                     924253
<SHARES-REINVESTED>                             145698
<NET-CHANGE-IN-ASSETS>                       199546935
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          1789502
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                1854081
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                   .282
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              .282
<PER-SHARE-DISTRIBUTIONS>                         .345
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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