BABSON STEWART IVORY INTERNATIONAL FUND INC
N-30B-2, 1996-08-27
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BABSON-
Stewart Ivory
International
FUND




Annual Report
June 30, 1996

JONES & BABSON
MUTUAL FUNDS



MESSAGE
To Our Shareholders

At June 30, 1996, the net asset value of Babson-Stewart Ivory 
International Fund was $18.04, representing a total return (price 
change and reinvested distributions) of 4.08% for the quarter, 
and 18.66% for the fiscal year. These results compare favorably 
against the unmanaged Morgan Stanley Capital International (MSCI) 
EAFE and other indices as follows:

                        Investment Results - Total Return
                             Periods Ended 6/30/96
                                Second  Previous
                                Quarter Twelve
                                1996    Months

BSIIF                           4.08%   18.66%
MSCI EAFE* Index**		1.65%	13.61%
MSCI World Index**		3.01%	18.98%
S&P 500 Index** 		4.48%	25.98%
Lipper International Funds
        (avg. 358 funds)        3.49%   15.48%

*Europe, Australia, Far East
**unmanaged

The portfolio's overall performance was ahead of the EAFE index, 
and also was better than local indices in Europe, Australia and 
Japan. Profit taking in smaller companies in Europe kept the 
Fund's progress only slightly ahead of the continental index. Asia 
(ex-Japan) has had relatively dull recent performance, with a 
decrease in the Singapore market and small rises in Malaysia and 
Hong Kong markets. The Japanese index also showed little change, 
although the Fund's portfolio benefited from recovery in several 
holdings, notably Honda, Kato Denki, Rohm, Keyence and Promise. 
Portfolio activities over the prior quarter reflect net purchases 
in excess of $1.8 million, mainly reflecting new cash inflows. The 
Fund's cash position at June 30 was 4.1% of the portfolio.

Outside the U.S. the interest rate background has remained 
generally favorable to equity markets, and in particular the 
revival of economic growth forecasts in Japan has led to better 
stock market performance, after several disappointing false 
starts. In Europe, interest rates remain on a downward trend, with 
sluggish economic growth reports offering no justification for 
rate increases. Corporate earnings remain on an uptrend in Europe 
and Japan, helped by corporate restructuring and profitability 
increases. A weaker bond market in the U.S. has been a negative 
factor and has created volatility in the long-running equity bull 
market in the U.S. It has also affected other stock markets, 
notably those with currency links to the dollar, such as Southeast 
Asia. While interest rate influences have remained favorable, it 
seems likely the next major moves in rates will be upwards, 
suggesting that the "interest driven" bull market is over, and 
that an "earnings driven" phase will now replace it.

After 1995's mild slowdown in the U.S. and Europe, and continuing 
recession in Japan, 1996 forecasts  indicate an acceleration of 
economic growth in Japan and the U.S., with gross domestic product 
forecasts in the 21/2-3% range. By contrast, Europe is expected to 
remain below 2% in 1996, possibly accelerating in 1997. A 
significant reason for this economic weakness is the attempt by 
Germany and other European union countries to cut fiscal deficits 
to comply with guidelines for a common monetary system.

Well-financed growth stocks could be expected to be main 
beneficiaries of the current investment climate, with a return to 
favor of the more reasonably valued, well-managed Japanese 
companies, where earnings growth appears to be back on target, 
after several years of recession or slowdown. The long-term 
potential for Southeast Asia and the emerging areas has to be 
balanced against the nearer term risks of a less favorable 
interest rate environment in the developed countries. Our emphasis 
will continue to be on the Asian markets by reason of their 
stronger economic fundamentals and better liquidity for investors. 
The recent weakness in the U.S. market reflects disappointment 
over reduced earnings forecasts, particularly in the technology 
sector. Other markets have fallen in sympathy, particularly when 
they shared in previous U.S. strength. More realistic valuations 
should provide a basis for further advances in various 
international markets.

Thank you for your continuing interest in Babson-Stewart Ivory 
International Fund. 

Sincerely,


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

GRAPH - Babson-Stewart Ivory International Fund versus Morgan Stanley 
        Capital International EAFE Index

        Babson-Stewart Ivory International Fund's average annual compounded
        total returns for one year, five years and the life of the Fund
        (inception December 7, 1987) as of June 30, 1996, were 18.66%,
        12.64% and 9.95%, 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.

STATEMENT OF NET ASSETS
June 30, 1996
<TABLE>
<CAPTION>

    SHARES      COMPANY AND DESCRIPTION                 COST                    MARKET VALUE
</CAPTION>
<S>             <C>                                     <C>                     <C>
COMMON STOCKS - 95.96%
ARGENTINA - 0.53%
    41,550      Quilmes
                        (Brewing)                       $       539,490         $       425,887
AUSTRALIA - 3.95%
    95,469      Brambles
                        (Transport, plant services)             925,171                 1,326,438
    62,406      Lend Lease
                        (Real estate)                           660,971                 956,320
    123,750     Western Mining
                        (Diversified base metals)               649,839                 884,971
                                                                2,235,981               3,167,729
BELGIUM - 1.34%
    3,200       Colruyt
                        (Food retailer)                         580,647                 1,073,431
DENMARK - 1.67%
    10,000      Sophus Berendsen
                        (Environmental, industrial
                         services)                              592,081                 1,338,517
FRANCE - 7.20%
    1,800 rts.  Carrefour
                        (Food retailer)                         720,781                 1,506,882
    3,500       Comptoirs Modernes
                        (Food retailer)                         822,380                 1,580,022
    8,000       Guilbert
                        (Office supplies, paper)                597,312                 1,166,498
    8,750       SEB
                        (Electrical appliances)                 763,119                 1,524,224
                                                                2,903,592               5,777,626
GERMANY - 4.20%
    2,500       Buderus
                        (Heating systems)                       1,228,990               1,061,000
    1,680       Linde
                        (Engineering)                           880,856                 1,093,851
    1,350       Rheinelektra
                        (Electric utility, machinery)           1,003,425               1,215,488
                                                                3,113,271               3,370,339

HONG KONG - 7.42%
    2,301,625   CDL Hotels
                        (Regional hotel group)                  937,273                 1,263,682
    1,700,000   Gold Peak
                        (Batteries)                             630,649                 960,818
    564,000     Hong Kong & China Gas*
    47,000 wts.         (Gas utility)                           898,476                 912,125
    254,000     Johnson Electric
                        (Micro-motors)                          563,298                 570,949
    370,000     Shaw Bros.
			(T.V. network, film production
                         and distribution)                      455,287                 430,188
    1,395,000   South China Morning Post
                        (Publishing)                            809,865                 955,134
    625,000     Swire Pacific
                        (Airline, trading, property)            912,077                 859,892
                                                                5,206,925               5,952,788
INDONESIA - 0.83%
    20,000      Indosat
                        (Telecom utility)                       700,049                 670,000
IRELAND - 1.28%
    100,000     Kerry Group
                        (Food manufacturer)                     560,244                 1,025,004
ITALY - 3.02%
    17,000      Luxottica
                        (Eyeglass frames)                       474,175                 1,247,375
    23,000      Industrie Natuzzi*
                        (Furniture manufacturer)                717,891                 1,178,750
                                                                1,192,066               2,426,125
JAPAN - 27.97%
    51,000      Amada Metrecs
                        (Machine tools, robotics)               826,121                 774,105
    30,000      Canon Sales
                        (Distribution of Canon
                         products)                              700,687                 836,648
    117,000     Daicel Chemical
                        (Chemicals, plastics)                   696,184                 722,123
    63,000      Hitachi Metals
                        (Specialty metals)                      826,292                 725,826
    44,000      Honda
                        (Autos)                                 926,493                 1,142,596
    26,000      Hoya
                        (Optical/electronic products)           643,518                 841,586
    28,000      Kato Denki
                        (Electrical appliance retailer)         502,600                 578,613
    7,000       Keyence
                        (Sensors)                               614,030                 953,687
    93,000      Komatsu
                        (Construction machinery)                763,098                 918,393
    68,000      Kurimoto
                        (Cast iron pipes)                       775,022                 789,649
    37,300      Kurita
                        (Water treatment equipment)             958,325                 910,630
    12,000      Kyocera
                        (Electronic components)                 872,326                 850,363
    43,000      Mori Seiki
                        (Machine tools)                         765,938                 864,993
    73,000      NEC
                        (Integrated electronics)                865,562                 794,313
    69,000      NGK Spark Plug
                        (Spark plugs, ceramic
                         packaging)                             587,369                 769,716
    12,000      Nichiei
                        (Consumer finance)                      791,438                 800,988
    46,000      Nitto Denko
                        (Specialty materials)                   737,733                 811,777
    17,000      Promise
                        (Consumer lending)                      778,237                 839,391
    26,400      Rinnai
                        (Gas appliances)                        689,384                 627,623
    13,000      Rohm
                        (Semiconductors)                        667,155                 860,604
    33,000      Santen Pharmaceutical
                        (Ophthalmic drugs)                      775,578                 769,442
    21,000      Shimamura
                        (Womenswear retailing)                  735,457                 925,525
    15,000      Sony
                        (Consumer electronics)                  854,252                 988,890
    96,000      Sumitomo Marine & Fire
                        (Fire & casualty insurance)             861,961                 838,294
    120,000     Sumitomo Warehouse
                        (Warehousing, transport)                864,478                 889,864
    70,000      SxL
                        (Housebuilder)                          815,322                 691,263
    24,800      Xebio
                        (Apparel, sportswear)                   766,006                 931,998
                                                                20,660,566              22,448,900
KOREA - 1.22%
    18,000      Korea Electric Power
                        (Electric utility)                      441,286                 621,302
    15,000      Samsung Electronics*
                        (Semiconductors)                        544,817                 363,750
                                                                986,103                 985,052
MALAYSIA - 1.15%
    240,000     Perlis Plantations
                        (Trading, mining, agriculture)          570,831                 923,632
MEXICO - 0.57%
    324,000     Cifra*
                        (Department stores)                     432,471                 456,840
NETHERLANDS - 5.72%
    28,000      KPN
                        (Postal, telecom services)              965,935                 1,060,569
    9,000       Nutricia
                        (Processed food)                        711,398                 952,507
    20,500      Polygram
                        (Recorded music)                        951,970                 1,211,610
    12,000      Wolters Kluwer
                        (Publisher)                             858,073                 1,364,292
                                                                3,487,376               4,588,978
NEW ZEALAND - 1.05%
    200,000     New Zealand Telecom
                        (Utility)                               820,710                 842,105
SINGAPORE - 3.47%
    320,000     Haw Par Brothers
    17,000 rts.         (Diversified manufacturing
                         & services)                            726,407                 736,828
    100,000     Robinson
                        (Department store)                      427,542                 425,230
    137,000     Trans-Island Bus Services
                        (Bus transport)                         142,899                 322,353
    990,000     Utd Industrial
                        (Real estate)                           930,386                 1,010,347
    160,000     United Overseas Land
    16,000 wts.         (Real estate)                           240,359                 289,157
                                                                2,467,593               2,783,915
SPAIN - 2.37%
    5,000       Banco Popular
                        (Banking)                               909,018                 892,153
    42,500      Continente Centros Commerciales
                        (Hypermarkets)                          954,671                 1,009,335
                                                                1,863,689               1,901,488
SWEDEN - 3.57%
    29,000      Astra 'A' Free
                        (Pharmaceuticals)                       695,657                 1,283,515
    17,000      Hennes & Mauritz
                        (Retailing)                             1,063,094               1,579,281
                                                                1,758,751               2,862,796
SWITZERLAND - 3.07%
    2,000       Phoenix Mecano
                        (Customized electric casings)           446,371                 988,642
    1,300       Sandoz
                        (Pharmaceuticals and chemicals)         676,092                 1,479,683
                                                                1,122,463               2,468,325
UNITED KINGDOM - 14.36%
    81,133      Argos
                        (Mail order, retail)                    556,519                 939,979
    115,000     Bowthorpe
			(Electronics components,
                         instruments)                           539,764                 805,482
    125,000     British Sky Broadcasting
                        (Satellite TV broadcasting)             506,842                 853,199
    152,000     Electrocomponents 
                        (Electronics)                           584,725                 900,575
    72,000      Granada
                        (Hotels, leisure)                       434,919                 963,317
    126,000     Hays
                        (Business services)                     548,961                 888,399
    237,000     MacFarlane Group
                        (Printing, packaging)                   402,048                 883,367
    136,000     Marks & Spencer
                        (Retail)                                893,992                 993,757
    343,000     Morrison Supermarkets
                        (Supermarkets)                          697,348                 828,335
    56,000      Reed International
                        (Publishing)                            830,933                 936,232
    69,000      Reuters
                        (News service)                          511,483                 834,772
    74,387      SmithKline Beecham
                        (Pharmaceuticals)                       609,696                 795,394
    242,000     Vodafone
                        (Cellular telephone network)            956,043                 900,124
                                                                8,073,273               11,522,932

TOTAL COMMON STOCKS - 95.96%                                    59,868,172              77,012,409

Short-Term Investments - 4.07%                                  3,266,954               3,268,377

TOTAL INVESTMENTS - 100.03%                             $       63,135,126              80,280,786

Other assets less liabilities - (0.03%)                                                 (26,955)

TOTAL NET ASSETS - 100.00%
    (equivalent to $18.04 per share;
     10,000,000 shares of
     $1.00 par value capital shares
     authorized; 4,448,091 shares
     outstanding)                                                               $       80,253,831

For federal income tax purposes, the identified cost of investments
owned at June 30, 1996 was $63,624,316.
Net unrealized appreciation for federal income tax purposes was
$16,656,470, which is comprised of unrealized appreciation of
$17,816,493 and unrealized depreciation of $1,160,023.

<FN>
<F1>*Securities on which no cash dividends were paid during the
     preceding year.
</FN>
</TABLE>

See accompanying Notes to Financial Statements.


STATEMENT OF ASSETS
AND LIABILITIES
June 30, 1996

<TABLE>
<S>                                                                             <C>
ASSETS:
	Investments, at market value (identified cost $63,135,126)		$	80,280,786
        Cash                                                                            31,619 
        Dividends receivable                                                            175,740
        Interest receivable                                                             1,007
        Foreign tax receivable                                                          94,703

                        Total assets                                                    80,583,855

LIABILITIES AND NET ASSETS:
        Payable for investments purchased                                               234,517
        Accrued expenses                                                                70,786
        Foreign tax withholding liability                                               24,721

                        Total liabilities                                               330,024

NET ASSETS                                                                      $       80,253,831

NET ASSETS CONSIST OF:
        Capital (capital stock and paid-in capital)                             $       63,823,188
	Accumulated undistributed income (loss):
                Undistributed net investment income                                     (24,638)
		Accumulated net realized loss from investments and
                        foreign currency transactions                                   (687,515)
	Net unrealized appreciation on investments and translation of
                assets and liabilities in foreign currencies                            17,142,796

NET ASSETS APPLICABLE TO OUTSTANDING SHARES                                     $       80,253,831

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

        Outstanding                                                                     4,448,091

NET ASSET VALUE PER SHARE                                                       $       18.04
</TABLE>

See accompanying Notes to Financial Statements.


STATEMENT OF OPERATIONS
Year Ended June 30, 1996

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

	Income:
                Dividends (net of foreign taxes withheld)                       $       1,094,293
                Interest                                                                62,445
                Foreign exchange gain                                                   55,934
                                                                                        1,212,672
	Expenses:
                Management fees (Note 3)                                                676,177
                Custodian fees                                                          184,458
                Registration fees                                                       38,430
                                                                                        899,065
                        Net investment income                                           313,607

REALIZED AND UNREALIZED GAIN ON INVESTMENTS 
AND FOREIGN CURRENCY (Note 1):

	Net realized gain from:
                Investments                                                             2,241,778
                Foreign currency transactions                                           520,963

	Net increase (decrease) in unrealized appreciation on:
                Investments                                                             9,134,857
                Translation of assets and liabilities in foreign currencies             (13,402)

			Net realized and unrealized gain from investments
                                and foreign currency                                    11,884,196

                        Increase in net assets resulting from operations        $       12,197,803
</TABLE>

See accompanying Notes to Financial Statements.


STATEMENTS OF CHANGES
IN NET ASSETS
For The Two Years Ended June 30, 1996	
		
<TABLE>
<CAPTION>
                                                                                1996                    1995 
</CAPTION>
<S>                                                                             <C>                     <C>
INCREASE IN NET ASSETS FROM OPERATIONS:
        Net investment income                                                   $       313,607         $       640,917
        Net realized gain from investments and foreign currency transactions            2,762,741               1,084,264
	Net increase (decrease) in unrealized appreciation on investments and
                translation of assets and liabilities in foreign currencies             9,121,455               (19,949)

                        Net increase in net assets resulting from operations            12,197,803              1,705,232

DISTRIBUTIONS TO SHAREHOLDERS FROM:*
        Net investment income                                                           (394,596)               (666,630)
        Net realized gain from investment transactions                                  (3,151,852)             (2,304,439)

                        Total distributions to shareholders                             (3,546,448)             (2,971,069)

INCREASE FROM CAPITAL SHARE TRANSACTIONS:
        Proceeds from 2,725,430 and 3,240,782 shares sold                               46,635,073              51,468,851
	Net asset value of 184,344 and 173,600 shares issued for 
                reinvestment of distributions                                           3,197,123               2,673,863
                                                                                        49,832,196              54,142,714
        Cost of  2,513,447 and 2,251,582 shares redeemed                                (42,876,619)            (35,632,490)

                        Net increase from capital share transactions                    6,955,577               18,510,224

                                Total increase in net assets                            15,606,932              17,244,387

NET ASSETS:
        Beginning of year                                                               64,646,899              47,402,512

	End of year (including undistributed net investment income
                of ($24,638) in 1996 and $56,351 in 1995)                       $       80,253,831      $       64,646,899

*Distributions to shareholders:
        Income dividends per share                                              $       .092            $       .17
        Capital gains distribution per share                                    $       .748            $       .67
</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 financial statements have been  prepared in 
conformity with generally accepted accounting principles which 
require management to make certain estimates and assumptions at 
the date of the financial statements. The following is a summary 
of significant accounting policies consistently followed by the 
Fund in the preparation of its financial statements.

Investments - Common stocks are valued at the latest sales price 
or mean between the bid and asked price on the last business day 
of the period as reported by the principal securities exchange on 
which traded or, if no sale was reported on that date, at the mean 
between the latest reported bid and asked prices. Common stocks 
traded over-the-counter are valued at the mean between the last 
reported bid and asked prices. Investment transactions are 
recorded on the trade date. Dividend income is recorded on the ex-
dividend date and interest income is recorded on the accrual basis 
net of unrecoverable foreign taxes withheld at the applicable 
country rates. 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. 

The investments of the Fund are subject to the risk of 
restrictions imposed by foreign governments and to political or  
economic uncertainties. 

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.

Foreign Currency Translation - All assets and liabilities 
expressed in foreign currencies are converted into U.S. dollars at 
the exchange rate last quoted by a major bank in London on the 
last business day of the period. The cost of portfolio securities 
is translated at the rates of exchange prevailing when acquired. 
Income is translated at the rate of exchange on the ex-dividend 
date. The resulting transaction exchange gain or loss has been 
included in the results of operations with the type of transaction 
giving rise to the gain or loss.

2. PURCHASES AND SALES OF SECURITIES:

The aggregate amounts of security transactions (exclusive of 
short-term investments and currency transactions) during the year 
ended June 30, 1996, were as follows:

	Purchases 		$	26,035,587
        Proceeds from sales             22,478,977

3. MANAGEMENT FEES:

Management fees, which include all normal expenses of the Fund 
other than taxes, fees and other charges of governmental agencies 
(including State and Federal registration fees), dues, interest, 
brokerage commissions, fees for pricing services, custodian fees 
and any extraordinary costs, 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 95/100 of 1% (0.95%).

A partnership formed by David L. Babson & Co. Inc. and Stewart 
Ivory & Company, Ltd. is the investment counsel of the Fund. The 
investment counsel of the Fund is compensated by Jones & Babson, 
Inc. at an annual rate of 475/1000 of 1% (0.475%) of the average 
daily total net assets of the Fund.

Certain officers and/or directors of the Fund are also officers 
and/or directors of Jones & Babson, Inc., David L. Babson & Co. 
Inc. and/or Stewart Ivory & Company, Ltd.

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, 1996:

<TABLE>
<CAPTION>
    
                                                        1996    1995    1994    1993    1992
</CAPTION>
<S>                                                     <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of year                      $15.96  $16.41  $13.97  $13.68  $11.65

	Income from investment operations:
                Net investment income                   0.07    0.16    0.05    0.11    0.13
		Net gains on securities
                        and foreign currency
                        transactions
                        (both realized and unrealized)  2.85    0.23    3.01    0.30    2.03

	Total from investment operations 		2.92	0.39	3.06	0.41	2.16

	Less distributions:
                Dividends from net investment income    (0.09)  (0.17)  (0.04)  (0.09)  (0.13)
                Distributions from capital gains        (0.75)  (0.67)  (0.58)  (0.03)  -*

        Total distributions                             (0.84)  (0.84)  (0.62)  (0.12)  (0.13)

Net asset value, end of year                            $18.04  $15.96  $16.41  $13.97  $13.68

Total return                                            19%     3%      22%     3%      19%


Ratios/Supplemental Data

Net assets, end of year (in millions)                   $   80  $   65  $  47   $   32  $   18
Ratio of expenses to average net assets 		1.26%	1.30%	1.32%	1.57%	1.58%
Ratio of net investment income to average net assets    0.44%   1.13%   0.34%   0.88%   1.16%
Portfolio turnover rate                                 33%     37%     60%     49%     44%

<FN>
<F1>*Capital gain distribution of .0003 not significant for per share table.
</FN>
</TABLE>

See accompanying Notes to Financial Statements.


REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
Babson-Stewart Ivory International Fund, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the statement of net assets, of Babson-Stewart Ivory
International Fund, Inc. (a Maryland corporation), as of June 30, 1996,
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, 1996, by
correspondence with the custodian. 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 Babson-Stewart Ivory International Fund, Inc.
as of June 30, 1996, 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
July 26, 1996


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


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


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

*Closed to new investors.


JONES & BABSON
MUTUAL FUNDS

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

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



<TABLE> <S> <C>

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Babson-Stewart Ivory International Fund, Inc.
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