SHADOW STOCK FUND INC
N-30B-2, 1995-08-24
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Shadow Stock Fund 
Annual Report
June 30, 1995

MESSAGE 

To Our Shareholders

Shadow Stock Fund's fourth fiscal quarter ended June 30, 1995, was stronger 
than the prior quarter, producing an 8.4% total return (price change and 
reinvested distributions). The total return for the fiscal year ended June 
30, 1995 was 16.2%, and the return in the first half of calendar 1995 was 
14.5%. Results for the unmanaged Russell 2000 index of small capitalization 
stocks for the same periods were 9.4%, 20.1% and 14.4%, respectively. Average 
returns for the small company growth funds covered by the Lipper Mutual Fund 
Performance Analysis were 9.0%, 24.8% and 15.4% for the same three periods.

Net asset value per share rose from $10.06 on 
March 31, 1995, to $10.55 at the end of June. Net assets increased from $37.1 
million at the end of the prior quarter, to $38.6 million at June 30. 
Distributions of $0.05 of ordinary income dividends, and $0.30 net capital 
gains were made in late June. Shareholders who had elected reinvestment 
received additional shares at a reinvestment price of $10.54. For our 
corporate shareholders, 100% of ordinary income distributions qualify for the 
corporate dividends received deduction.

The Fund continues to have attractive valuation characteristics. The average 
price/earnings ratio based on estimated earnings for 1995 for the companies 
in the portfolio is only 10.0, way below the Standard & Poor's 500 multiple 
of 15.2 times earnings. The average price-to-book value is 1.2, compared to 
3.0 for the S&P 500 companies and 2.1 for the Russell 2000. 

A few more holdings were sold during the quarter because they had risen to 
more than double the upper limit of market capitalization to qualify for 
purchase, and their price-to-book value ratios had risen too high. Among 
these sales were Safeguard Scientifics, Trident Micro Systems, Money Store 
and Pfizer (received in exchange for Salick Healthcare).

Among the more significant new additions to the portfolio are American 
Medical Electronics (medical devices), Ben & Jerry's Homemade (ice cream), 
Finish Line (athletic shoe stores), R&B (auto parts), Sportmart (sporting 
goods superstores), Tide West (oil and gas) and Toastmaster (toasters and 
small electric appliances). American Medical Electronics agreed to be acquired 
at $10 per share about two weeks after it was purchased in the Fund for $7.18. 

The strong stock market continued during the second quarter of 1995. 
Technology stocks lead the market, and the Russell 2000 is weighted about 15% 
in technology. The Fund is underweighted in this sector, partly because of 
the emphasis on lower price-to-book value ratios, but also because the 
popular technology issues have higher institutional ownership. The market has 
continued to benefit from lower interest rates and good earnings, although 
the recent two-day sell-off is a sign of some healthy skepticism.

The reasonable valuations of the Fund's investments should help to reduce 
risk if the market experiences a setback. The same valuations should begin 
to attract attention if the market remains strong.

We appreciate your continued use of our Fund in your investment program.

Sincerely,



Larry D. Armel
President

Shadow Stock Fund versus Russell 2000
**Unmanaged stock index
Shadow Stock Fund's average annual compounded total returns for one year, 
five years and the life of the Fund (inception August 28, 1987) as of 
June 30, 1995, were 16.16%, 11.10% and 6.58%, 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.

<PAGE>

STATEMENT OF NET ASSETS
June 30, 1995   

S&P                             
RANKING** SHARES  COMPANY                             COST       MARKET VALUE
COMMON STOCKS - 97.26%
BASIC MATERIALS - 3.30%
 B+      10,638  Aceto Corp.                   $     127,953     $     156,911
 C       31,400  American Pacific*                   345,455           149,150
 NR       4,900  Badger Paper Mills, Inc.*            87,635            72,275
 B-       6,480  Baltek Corp.*                        46,051            55,890
 NR       2,974  Detrex Corp.*                        78,654            22,305
 B+      15,393  Gibson (The C.R.) Co.                96,908           119,296
 B       20,500  Hauser Chemical Research, Inc.*      93,221           108,906
 B       18,717  Insteel Industries, Inc.            149,658           140,378
 NR      11,000  National Sanitary Supply Co.        117,013           132,000
 B-       4,300  Pitt-Des Moines, Inc.               159,487           145,125
 B       15,225  Roanoke Electric Steel Corp.        134,830           171,281
						   1,436,865         1,273,517
CAPITAL GOODS - 13.66%
 B-      18,100  American Ecology Corp.              169,500            90,500
 B+       6,700  American Filtrona Corp.             163,611           197,650
 C        9,444  Athey Products Corp.                 65,750            56,664
 B+       2,900  Badger Meter, Inc.                   51,106            68,512
 B       26,400  Baker (Michael) Corp.*              221,374           128,700
 B-       6,927  Binks Manufacturing Co.             168,545           175,773
 B+      20,200  Cascade Corp.                       170,815           323,200
 B-      12,200  Cherry Corp. Cl. A*                 126,120           161,650
 B-      12,000  Cherry Corp. Cl. B*                 125,670           165,000
 B-       8,925  CIMCO, Inc.*                         76,059            37,931
 B-       6,000  Communication Cable, Inc.*           48,687            57,000
 C        8,000  Davis Water & Waste Industries, Inc. 85,394            96,000
 B        8,642  Del Electronics Corp.                63,247            48,611
 B-       8,700  Devcon International Corp.*          93,335            63,075
 B+       6,200  Eastern (The) Co.                    76,003            85,250
 B+       8,715  Ecology and Environment, Inc. Cl. A 101,012            69,720
 B-      10,800  Elco Industries, Inc.               150,909           202,500
 NR      16,400  Engle Homes, Inc.                   173,275           149,650
 NR      16,800  Failure (The) Group, Inc.*          105,261            90,300
 C        7,775  Farr Co.*                            55,198            58,312
CAPITAL GOODS (Continued)
 NR      12,200  Farrel Corp.                         78,080            71,675
 B-       2,600  Graham Corp.*                        41,081            29,900
 B+      11,582  Greiner Engineering, Inc.           154,505           133,193
 B        5,000  Heist (C.H.) Corp.*                  43,458            40,625
 B+       6,200  Industrial Acoustics Company, Inc.   74,625            99,200
 NR      15,300  International Jensen, Inc.*         128,537           114,750
 B        2,400  Lynch Corp.*                         51,883           110,400
 B-       5,649  Maxwell Laboratories, Inc.*          56,808            49,429
 B       14,600  Mestek, Inc.*                       128,923           184,325
 B+       8,475  Met-Pro Corp.                        69,087           116,531
 NR       7,700  Noland Co.                          142,685           161,700
 B       35,400  O'Sullivan Corp.                    360,207           407,100
 NR       1,800  Oilgear Co.                          40,835            32,400
 B       11,500  Oriole Homes Corp. Cl. A            109,732            81,938
 B+       3,700  Penn Engineering & Manufacturing 
		   Corp.                             128,292           279,350
 B-      12,200  Plasti-Line, Inc.*                   72,725            87,688
 B+      12,600  Puerto Rican Cement Co., Inc.       277,756           384,300
 B-       3,700  Salem Corp.                          51,697           104,525
 B        5,700  Southwest Water Co.                  73,290            49,875
 B-      14,700  Starrett Housing Corp.              109,311           132,300
 C       26,875  Terex Corp.*                        237,255           124,297
 NR      24,500  Video Lottery Technologies, Inc.*   358,277           159,250
						   5,079,920         5,280,749
CONSUMER CYCLICAL _ 19.95%
 B       12,400  American Recreation 
		   Centers, Inc.                      75,135            89,900
 B+      12,300  Amplicon, Inc.                      179,536           193,725
 B+       6,800  Analysis & Technology, Inc.          97,839            95,200
 B+       8,000  Ben & Jerry's Homemade, 
		   Inc. Cl. A*                       101,625           110,000
 NR      20,500  Bon-Ton Stores, Inc.*               153,000           213,969
 NR      13,800  Campo Electrics Appliances 
		   and Computers, Inc.*               98,601            91,425
 B       12,000  Carmike Cinemas, Inc. Cl. A*        137,760           291,000
 B-       8,300  Comarco, Inc.*                       46,772            78,850
 NR      13,300  Crown Books Corp.*                  206,367           149,625
 B-      30,721  Dixie Yarns, Inc.                   245,835           207,367
 NR      45,600  Egghead, Inc.*                      405,331           609,900
CONSUMER CYCLICAL (Continued)
 B+      18,900  Fay's, Inc.                         160,009           144,113
 B        2,700  Federal Screw Works                  49,917            61,762
 NR      13,100  Finish Line, Inc.*                  101,361           127,725
 B        7,066  Frederick's of Hollywood, 
		    Inc. Cl. A                        51,519            36,213
 B        8,932  Frederick's of Hollywood, 
		   Inc. Cl. B                         61,419            40,194
 B-       4,880  Gander Mountain, Inc.*               41,400            45,750
 B        5,800  Geodynamics Corp.                    58,015            63,800
 B-      26,300  Gottschalks, Inc.*                  240,374           174,237
 NR      20,300  Government Technology 
		   Services, Inc.*                   179,045           121,800
 C        9,703  Hampton Industries, Inc.*            60,896            55,186
 C        5,827  Hein-Werner Corp.                    51,417            28,407
 B        1,700  Howell Industries, Inc.              45,133            46,537
 B-      11,200  Hyde Athletic Industries, 
		   Inc. Cl. A*                        57,041            44,800
 B       26,200  InaCom Corp.*                       340,243           337,325
 B+      16,816  Knape & Vogt Manufacturing Co.      227,500           252,240
 B-       9,015  LDI Corp.*                           58,010            29,299
 NR       5,199  M/A/R/C (The) Group                  46,371            67,587
 B+       5,000  McRae Industries, Inc. Cl. A         44,063            30,937
 B       14,711  Oneita Industries, Inc.*            160,401           134,238
 B       20,700  Optical Coating Laboratory, Inc.    148,661           191,475
 NR      14,300  OroAmerica, Inc.*                    79,025            51,838
 NR       8,000  Outlook Graphics Corp.*             100,470            74,000
 B-      14,000  Pancho's Mexican Buffet, Inc.       118,633            59,500
 NR       5,500  ProGroup, Inc.*                      56,875            26,125
 B        6,700  Pulaski Furniture Corp.             128,867           122,275
 NR      17,400  R & B, Inc.*                        105,270           139,200
 B-      33,000  RPC Energy Services, Inc.*          266,313           297,000
 NR      17,400  S & K Famous Brands, Inc.*          132,375           156,600
 B+      10,500  S K I Ltd.                          106,662           154,875
 B+      17,272  Sands Regent                        133,018            90,678
 C        8,000  Scheib (Earl), Inc.*                118,613            44,000
 NR      10,200  Spec's Music, Inc.*                  68,010            35,700
 NR      10,700  Sportmart, Inc. New*                100,526           107,669
 NR      13,800  Strouds, Inc.*                      102,051            82,800
 B       46,100  Syms Corp.                          382,317           334,225
 NR      22,000  Syratech Corp.*                     360,821           404,250
CONSUMER CYCLICAL (Continued)
 B       34,200  TCBY Enterprises, Inc.              165,651           205,200
 B       14,500  Thomaston Mills, Inc. Cl. A         169,150           181,250
 B        1,000  Thomaston Mills, Inc. Cl. B          10,500            13,625
 NR      11,200  Trimark Holdings, Inc.*              83,138            84,000
 B+      14,600  Uni-Marts, Inc.                      89,976            85,775
 B+       3,500  Valley Forge Corp.                   48,338            63,438
 B       11,122  Virco Manufacturing Corp.            53,332            97,318
 B        7,700  Vista Resources, Inc.*               99,756           155,925
 B+       9,877  Watsco, Inc. Cl. B                   74,880           128,401
 NR       4,900  Weyco Group, Inc.                   155,927           176,400
 A-      14,828  Wolohan Lumber Co.                  197,538           174,229
						   7,438,628         7,710,882
CONSUMER STAPLES - 13.62%
 B       12,900  Bio-Rad Labs, Inc. Cl. A*           182,124           464,400
 B        6,800  Cagle's, Inc. Cl. A                  79,103           113,900
 B       19,400  Chattem, Inc.*                      116,408            97,000
 B-       6,700  Continental Can Company, Inc.*      164,608           161,638
 B+       1,700  Del Laboratories, Inc.               28,429            75,650
 C        3,000  Foodarama Supermarkets, Inc.*        54,531            31,125
 B       21,100  Forschner Group, Inc.*              222,665           221,550
 B        3,200  Genesee Corp. Cl. B                 138,775           123,200
 B-      32,750  Golden Poultry Company, Inc.        182,699           192,406
 B       20,500  Health Images, Inc.                 102,416           125,562
 NR      15,600  Immucor, Inc.*                       89,860           144,300
 NR      42,500  Ingles Markets, Inc. Cl. A          343,267           456,875
 A        6,725  Marsh Supermarkets, Inc. Cl. A       85,278            80,700
 NR       9,125  Marsh Supermarkets, Inc. Cl. B      112,058           102,656
 A-      18,850  Medex, Inc.                         236,191           235,625
 B+       9,000  PSICOR, Inc.*                       100,772           103,500
 B+       7,250  Rauch Industries, Inc.               59,486            66,609
 NR      21,200  Riser Foods, Inc. Cl. A*            167,704           214,650
 NR      23,700  Robert Mondavi Corp. Cl. A*         222,665           414,750
 NR       7,250  Salick Health Care, Inc.*           179,035           268,250
 B       20,550  Sanderson Farms, Inc.               167,551           231,187
 B        4,100  Seaway Food Town, Inc.               58,681            60,475
 NR       5,900  Seneca Foods Corp.*                 129,402           210,925
CONSUMER STAPLES (Continued)
 B+       8,400  Span-America Medical 
		   Systems, Inc.                      67,040            35,700
 NR      14,100  St. Ives Laboratories, Inc.         126,816           107,513
 NR      17,100  Toastmaster, Inc.                   104,925           102,600
 B+       4,900  Tranzonic Cos. Cl. A                 57,753            74,112
 B+       2,950  Tranzonic Cos. Cl. B                 40,273            41,300
 NR       9,500  Triple S Plastics, Inc.*             82,292           106,875
 B+      12,900  Vallen Corp.*                       160,056           232,200
 B       12,800  Western Beef, Inc.*                  89,125            83,200
 A-      12,800  Worthington Foods, Inc.             119,615           192,000
 NR      13,000  Zaring Homes, Inc.*                  95,250            92,625
						   4,166,853         5,265,058
ENERGY - 0.84%
 NR      11,000  Maynard Oil Co.*                     54,576            63,250
 B       16,360  Swift Energy Co.*                   136,573           149,285
 NR       9,600  Tide West Oil, Inc.*                101,255           110,400
						     292,404           322,935
FINANCIAL - 21.20%
 A       18,000  ALLIED Group, Inc.                  226,020           513,000
 B       20,100  American Travellers Corp.*          185,553           354,263
 B+       5,400  Amwest Insurance Group, Inc.         55,178            78,300
 B+       8,700  Central Reserve Life Corp.           64,033            70,687
 B+       5,900  Cotton States Life and Health 
		   Insurance Co.                      49,705            53,837
 B       36,100  EMC Insurance Group, Inc.           320,203           433,200
 NR       5,200  Financial Institutions Insurance 
		   Group Ltd.                         62,905            91,000
 NR      17,200  First Financial Caribbean Corp.     173,911           253,700
 B       13,500  Jefferies Group, Inc.               309,920           486,000
 NR       4,900  Kentucky Medical Insurance 
		   Co.  Cl. A*                        44,460            31,850
 NR       8,400  Lawrence Insurance Group, Inc.*      64,070            21,000
 B       10,820  Markel Corp.*                       293,429           603,215
 B       18,920  McDonald & Co. Investments, Inc.    189,848           300,355
 B-       7,000  Merchants Group, Inc.                98,644           126,875
 B       15,500  Meridian Insurance Group, Inc.      148,039           201,500
 A-       5,800  Midland Co.                         180,897           253,750
 B       12,648  Mid-South Insurance Co.              58,150           139,128
 NR      10,300  Milwaukee Insurance Group, Inc.*    101,850           208,575
FINANCIAL (Continued)
 NR       7,600  Minuteman International, Inc.        72,333            75,050
 NR      12,500  Mobile America Corp.                106,328           104,687
 B       40,200  Morgan Keegan, Inc.                 189,823           492,450
 NR      10,800  National Insurance Group            125,283            75,600
 NR       4,850  National Security Group, Inc.        56,275            84,875
 NR       7,100  National Western Life 
		   Insurance Co.*                    175,588           307,075
 NR      17,500  Navigators Group, Inc.*             281,504           275,625
 B-      12,300  Norex America, Inc.*                102,643           135,300
 NR      14,500  Penn Treaty American Corp.*         139,217           184,875
 NR      10,800  Piedmont Management Company, Inc.*  108,772            97,200
 B-      15,100  Pioneer Financial Services, Inc.    115,810           222,725
 NR      18,400  PXRE Corp.                          371,021           432,400
 NR       8,500  Reading Co. Cl. A*                  110,732            86,594
 B+      15,000  RLI Corp.                           125,042           341,250
 B+       4,200  Scott & Stringfellow Financial, 
		   Inc.                               48,350            51,450
 NR      23,300  State Auto Financial Corp.          248,383           436,875
 B       18,400  Stewart Information Services Corp.  258,028           361,100
 NR       8,085  Walshire Assurance Co.               80,413           133,403
 B+       5,000  Ziegler (The) Companies, Inc.        78,435            76,250
						   5,420,795         8,195,019
MISCELLANEOUS - 0.43%
 NR      13,400  Celebrity, Inc.*                     94,470            92,125
 NR       4,500  Programming and Systems, Inc.*       32,940             9,000
 B-       2,600  Scope Industries                     79,121            65,325
						     206,531           166,450
TECHNOLOGY - 9.42%
 NR       2,900  Allen Organ Co. Cl. B                89,513           129,050
 NR      14,300  American Medical Electrics, Inc.*   102,603           139,425
 B       14,700  BEI Electronics, Inc.               102,081           106,575
 B-      10,600  Dataram Corp.*                      106,178            56,975
 B        6,000  Datron Systems, Inc.*                58,688            69,000
 NR      12,400  E For M Corp.*                       65,795            93,000
 NR       8,900  Equitrac Corp.*                      48,058            42,275
 B        3,100  Espey Mfg. & Electronics Corp.       52,389            40,300
TECHNOLOGY (Continued)
 NR      33,800  Future Now, Inc.*                   307,172           253,500
 NR       4,700  Giga-tronics, Inc.*                  37,688            36,425
 B       11,000  GTI Corp.*                          127,988           211,750
 B       18,100  Hadco Corp.*                        134,820           450,238
 B-       5,100  HEICO Corp.                          60,309            88,612
 B-       7,900  IFR Systems, Inc.*                   57,895            92,825
 NR       5,400  Information International, Inc.*     55,475            55,350
 NR      18,848  Intellicall, Inc.*                  133,145           122,512
 B        8,300  Intermetrics, Inc.                   44,874            53,950
 C        8,600  Interphase Corp.*                    73,205            99,975
 NR      11,513  Isco, Inc.                          122,333           123,765
 B-      15,300  K-Tron International, Inc.*         127,716            91,800
 B-       6,900  Keithley Instruments, Inc.           81,971           151,800
 NR      22,300  Micronics Computers, Inc.*          111,050            91,988
 NR       4,300  Moore Products Co.*                 104,660            79,550
 NR      11,400  Nichols Research Corp.*             144,185           195,225
 B        8,100  Norstan, Inc.*                      112,784           196,425
 NR      19,300  North Star Universal, Inc.*         135,149            98,912
 B-      17,000  Powell Industries, Inc.*            102,850           106,250
 NR      25,000  Rexon, Inc.*                        173,653           121,875
 NR       3,700  SBE, Inc.*                           33,420            42,550
 NR      12,000  TRM Copy Center Corp.*               81,350            78,000
 NR       8,800  Vertex Communications Corp.*        116,970           121,000
						   3,105,967         3,640,877
TRANSPORTATION & SERVICES - 2.36%
 B       12,100  AirTran Corp.                       101,250           122,512
 B+      10,650  International Shipholding Corp.     201,335           222,319
 NR       4,800  Kenan Transport Co.                  76,783            96,000
 B        9,466  KLLM Transport Services, Inc. *     130,870           113,592
 NR       8,000  Marten Transport Ltd.*               52,750           162,000
 NR      12,100  Petroleum Helicopters, Inc.         153,572           139,150
 B-       3,600  VSE Corp.                            49,650            55,350
						     766,210           910,923
UTILITIES - 12.48%
 NR       4,400  AlaTenn Resources, Inc.              67,408            89,100
 B+      17,100  Bangor Hydro-Electric Co.           259,451           175,275
 NR       3,800  Berkshire Gas Co.                    62,195            57,000
 B       21,450  Cascade Natural Gas Corp.           304,305           300,300
 B        7,700  Chesapeake Utilities Corp.          108,732           101,063
 B+      17,150  Colonial Gas Co.                    309,408           338,712
 A-      19,450  Connecticut Energy Corp.            375,767           381,706
 B+       6,000  Connecticut Water Service, Inc.     138,600           148,500
 B+      10,600  Consumers Water Co.                 163,570           178,875
 B+       4,000  Delta Natural Gas Company, Inc.      67,695            69,000
 NR       2,200  Dominguez Services Corp.             42,130            37,950
 B+      12,600  E'town Corp.                        357,213           341,775
 A-       7,613  EnergyNorth, Inc.                   119,018           129,421
 A        3,400  Essex County Gas Co.                 91,205            81,600
 B+       3,100  Florida Public Utilities Co.         61,411            55,025
 A-      11,600  Green Mountain Power Corp.          301,579           291,450
 B        3,600  Maine Public Service Co.             71,995            76,050
 A-       8,500  Middlesex Water Co.                 136,900           138,125
 B       22,419  NUI Corp.                           494,422           375,518
 B+      21,900  Philadelphia Suburban Corp.         364,923           405,150
 B       10,800  Providence Energy Corp.             178,252           164,700
 B+       8,100  SJW Corp.                           242,579           290,587
 B+      17,200  Southern California Water Co.       279,951           333,250
 B+       8,476  UNITIL Corp.                        144,720           144,092
 B+       7,100  Upper Peninsula Energy Corp.        111,120           120,700
						   4,854,549         4,824,924
TOTAL COMMON STOCKS - 97.26%                      32,768,722        37,591,334

REPURCHASE AGREEMENT - 3.30%
$1,275,000   UMB Bank, n.a.,
	       5.65%, due July 3, 1995
	       (Collateralized by U.S. Treasury Notes,
	       7.50%, due February 29, 1996)      1,275,000          1,275,000

TOTAL INVESTMENTS - 100.56%                  $   34,043,722         38,866,334

Other assets less liabilities - (0.56%)                               (217,079)

TOTAL NET ASSETS - 100.00%
  (equivalent to $10.55 per share; 10,000,000 shares of
  $1.00 par value capital shares authorized;
  3,662,473 shares outstanding)                                  $  38,649,255


For federal income tax purposes, the identified cost of investments owned at 
June 30, 1995 was $34,043,722.  
Net unrealized appreciation for federal income tax purposes was $4,822,612, 
which is comprised of unrealized appreciation of $7,614,602 and unrealized 
depreciation of $2,791,990.

*Securities on which no cash dividends were paid during the preceding year.

**Standard & Poor's rankings are derived from statistical measurements of 
past earnings and dividend stability and growth.

NR - indicates no ranking is available. Rankings are not covered by the 
report of independent auditors.

See accompanying Notes to Financial Statements.

<PAGE>

STATEMENT OF ASSETS
AND LIABILITIES
June 30, 1995

ASSETS:
  Investment securities, at market value 
    (identified cost $34,043,722)                              $    38,866,334
  Dividends receivable                                                  67,943
    Total assets                                                    38,934,277
LIABILITIES AND NET ASSETS:
  Cash overdraft                                                       202,947
  Payables for investments purchased                                    82,075
    Total liabilities                                                  285,022
NET ASSETS                                                     $    38,649,255

NET ASSETS CONSIST OF:
  Capital (capital stock and paid-in capital)                   $   33,239,688
  Accumulated undistributed income:
    Undistributed net investment income                                 31,691
    Accumulated net realized gain on investment transactions           555,264
  Net unrealized appreciation in value of investments                4,822,612
NET ASSETS APPLICABLE TO OUTSTANDING SHARES                     $   38,649,255

Capital shares, $1.00 par value
	Authorized                                                  10,000,000

	Outstanding                                                  3,662,473

NET ASSET VALUE PER SHARE                                        $       10.55

See accompanying Notes to Financial Statements.

<PAGE>


STATEMENT OF OPERATIONS
Year Ended June 30, 1995

INVESTMENT INCOME:
  Income:
    Dividends                                                  $       659,413
    Interest                                                            82,995
								       742,408
  Expenses:
    Management fees (Note 3)                                           344,518
    Custodian fees                                                      18,072
    Pricing service fees                                                24,203
    Registration fees                                                    5,102
								       391,895
    Net investment income                                              350,513

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (Note 1):
  Realized gain from investment transactions 
    (excluding repurchase agreements):
  Proceeds from sales of investments                                 6,603,765
  Cost of investments sold                                           4,649,395
    Net realized gain from investment transactions                   1,954,370
  Unrealized appreciation on investments:
    Beginning of year                                                1,625,960
    End of year                                                      4,822,612
  Increase in net unrealized appreciation on investments             3,196,652
  Net gain on investments                                            5,151,022
  Increase in net assets resulting from operations           $       5,501,535

See accompanying Notes to Financial Statements.

<PAGE>

STATEMENTS OF CHANGES
IN NET ASSETS
For The Two Years Ended June 30, 1995
	
		
		
						      1995              1994    
INCREASE IN NET ASSETS FROM OPERATIONS:
  Net investment income                            $    350,513  $     175,642
  Net realized gain from investment transactions      1,954,370      7,198,648
  Increase (decrease) in net unrealized 
    appreciation on investments                       3,196,652     (5,645,177)
    Net increase in net assets resulting from 
      operations                                      5,501,535      1,729,113
  Net equalization included in the price of 
    shares issued and redeemed                            8,699        (16,860)
DISTRIBUTIONS TO SHAREHOLDERS FROM:*
  Net investment income                                (347,140)      (163,860)
  Net realized gain from investment transactions     (1,872,936)    (6,719,224)
    Total distributions to shareholders              (2,220,076)    (6,883,084)
INCREASE FROM CAPITAL SHARE TRANSACTIONS:
  Proceeds from 2,806,431 and 2,545,193 shares sold  27,945,096     31,168,654
  Net asset value of 202,754 and 629,783 shares 
    issued for reinvestment of distributions          2,037,204      6,374,107
						     29,982,300     37,542,761
  Cost of 2,540,077 and 2,850,794 shares redeemed   (25,516,139)   (34,933,816)
  Net increase from capital share transactions        4,466,161      2,608,945
    Total increase (decrease) in net assets           7,756,319     (2,561,886)
NET ASSETS:
  Beginning of year                                  30,892,936     33,454,822 
  End of year (including undistributed net 
    investment income of $31,691 in 1995 
    and $96,080 in 1994)                          $  38,649,255  $  30,892,936

*Distributions to shareholders:
  Income dividends per share                      $      0.10    $       0.06
  Capital gains distribution per share            $      0.5388  $       2.45

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.

Investments  -  Common stocks traded on a national securities exchange are 
valued at the last reported sales price on the last business day of the 
period or, if no sale was reported on that date, at the average of the last 
reported bid and asked prices. Common stocks traded over-the-counter are 
valued at the average of the last reported bid and asked prices. Investment 
transactions are recorded on the trade date. Dividend income and distributions 
to shareholders are recorded on the ex-dividend dates. Realized gains and 
losses from investment transactions and unrealized appreciation and 
depreciation of investments are reported on the identified cost basis.

Federal and State Taxes - The Fund's policy is 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.

Equalization - The Fund uses the accounting practice known as 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.

2. PURCHASES AND SALES OF SECURITIES:
The aggregate amounts of security transactions during the year ended 
June 30, 1995 (excluding repurchase agreements), were as follows:
	Purchases               $       8,896,529
	Proceeds from sales             6,603,765

3. MANAGEMENT FEES:
Management fees, which include all normal expenses of the Fund other than 
fees for pricing services, custodian fees, dues, taxes, fees and other 
charges of governmental agencies for qualifying the Fund's shares for sale, 
special legal fees, interest and brokerage commissions, are paid to Jones & 
Babson, Inc., an affiliated company. These fees are based on average daily 
net assets of the Fund at the annual rate of one percent of net assets. 
Certain officers and/or directors of the Fund are also officers and/or 
directors of Jones & Babson, Inc.

4. RECLASSIFICATION OF UNDISTRIBUTED NET 
INVESTMENT INCOME:
During the year ended June 30, 1995, $76,461 was reclassified from 
undistributed net investment income to capital stock. Net investment income 
and net assets were not affected by this change.
<PAGE>

FINANCIAL HIGHLIGHTS
The following table sets forth information as to capital and income changes 
for a share outstanding for each of the five years in the period ended 
June 30, 1995:                                      
					  1995    1994    1993    1992    1991

Net asset value, beginning of year      $ 9.67 $11.66  $10.32  $  8.96 $  9.01

Income from investment operations:
  Net investment income                   0.10    0.06    0.12    0.09    0.10
  Net gains or losses on securities
   (Both realized and unrealized)         1.42    0.46    1.87    1.36   (0.05)
  Total from Investment Operations        1.52    0.52    1.99    1.45    0.05

Less distributions:
  Dividends from net investment income    (0.10)  (0.06)  (0.11)  (0.09) (0.10)
  Distributions from capital gains        (0.54)  (2.45)  (0.54)     -     -_
    Total Distributions                   (0.64)  (2.51)  (0.65)  (0.09) (0.10)
Net asset value, end of year             $10.55  $ 9.67  $11.66  $10.32 $ 8.96

Total Return                                16%     4%      19%     16%     1%


Ratios/Supplemental Data

Net assets, end of year (in millions)   $   39  $   31  $   33   $  26  $  22
Ratio of expenses to average net assets  1.13%   1.28%   1.25%   1.26%   1.31%
Ratio of net investment income to 
  average net assets                     1.01%   0.50%   1.05%   0.87%   1.20%
Portfolio turnover rate                    19%     43%     15%     23%     0%


See accompanying Notes to Financial Statements.
<PAGE>

REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of 
Shadow Stock Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, 
including the statement of net assets, of Shadow Stock Fund, Inc. (a Maryland 
corporation), as of June 30, 1995, and the related statement of operations 
for the year then ended, the statements of changes in net assets for each of 
the two years in the period then ended, and the financial highlights for each 
of the five years in the period then ended. These financial statements and 
financial highlights are the responsibility of the Fund's management. Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements and the financial highlights. Our procedures 
included confirmation of securities owned as of June 30, 1995, by 
correspondence with the custodian and brokers. An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement and the 
financial highlights presentation. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
Shadow Stock Fund, Inc. as of June 30, 1995, the results of its operations 
for the year then ended, the changes in its net assets for each of the two 
years in the period then ended, and the financial highlights for each of the 
five years in the period then ended in conformity with generally accepted 
accounting principles.
		
		ARTHUR ANDERSEN LLP

Kansas City, Missouri
August 4, 1995

This report has been prepared for the information of the Shareholders of 
Shadow Stock 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 -_ 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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