BABSON ENTERPRISE FUND II INC /MO/
N-30B-2, 1995-08-02
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Babson
Enterprise 
FunD II

Semiannual Report
May 31, 1995


MESSAGE 
To Our Shareholders

Common stocks continued to surge upward during the three months ended 
May 31, 1995. The top performers remain large capitalization blue chip 
stocks, technology stocks, and the stocks of certain multinational corporation
s that benefit from the weaker dollar. The unmanaged larger capitalization 
Standard & Poor's 500 index was up 10.2% for the quarter, compared to 5.8% 
for the unmanaged Russell 2000 index of small company stocks.

Babson Enterprise Fund II achieved a total return (price change and reinvested 
distributions) of 4.1% for the quarter. The Fund's overweighting in consumer 
stocks and underweighting in technology hurt its performance relative to the 
Russell 2000 index.

For the six months ended May 31, 1995 Babson Enterprise Fund II achieved a 
total return of 7.9%. Average annual compounded total returns for one year 
and the life of the Fund (inception August 5, 1991) as of March 31, 1995, 
were -1.3% and 10.2%, 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.

After several years of outperformance by small capitalization stocks, we have 
seen a recent resurgence in the relative stock peformance of larger companies. 
Recession fears have prompted a flight to high quality large capitalization 
stocks. Also, the weakness of the U.S. dollar versus the Japanese yen and a 
number of European currencies has boosted the earnings of companies with 
foreign operations. Large multinational companies have benefited from the 
weak dollar much more than domestically-oriented smaller companies.

We remain confident that small companies can resume their positive relative 
performance compared to larger companies as we move forward. Small companies 
are expected to see their earnings grow at a rate almost 50% greater than 
large companies over the next two years, yet they trade at only a slight 
price-to-earnings premium and actually sell at a discount to large companies 
on the basis of price-to-book and price-to-sales valuations.

Two new holdings were added to the Fund during the quarter. Indresco is a 
producer of industrial tools, mining equipment, and refractory equipment used 
in high temperature manufacturing processes. National Presto Industries is a 
maker of electrical appliances and housewares including pressure cookers, 
electric slicers and shredders, and coffee makers. The company has an 
exceptionally strong balance sheet with high cash levels and little debt. 

One holding was liquidated during the quarter. A.L. Labs, a generic drug and 
animal health product manufacturer, was sold for valuation reasons after a 
recent strong run-up in the company's stock price.

Overall, companies in the Fund's portfolio continue to produce strong 
operating results, although current market sentiment is not favoring the 
economic sectors in which the Fund is overweighted.

Thank you for your interest and participation in Babson Enterprise Fund II. 
We welcome your questions and comments.

Sincerely,


Larry D. Armel
President
<PAGE>

STATEMENT OF NET ASSETS
May 31, 1995 (unaudited)
				
								MARKET VALUE
SHARES          COMPANY                                         (NOTE 1-A)
COMMON STOCKS - 97.60%
BASIC MATERIALS - 9.73%
	21,100  Brush Wellman Inc.
			(Supplier of beryllium)              $     458,925
	35,000  Hanna (M.A.) Co.
			(Polymers and specialty
				chemical)                          866,250
	27,000  INDRESCO, Inc.
			(Refractory products and 
				industrial tools)                  367,875
	35,900  Kennametal Inc.
			(Metal working products)                 1,166,750
	33,000  Mosinee Paper Corp.
			(Paper and paper products)                 825,000
								 3,684,800
CAPITAL GOODS - 26.05%
	27,620  Baldor Electric Co.
			(Industrial electric motors)               787,170
	31,000  Carlisle Companies Inc.
			(Automotive/industrial products 
				and construction materials)      1,201,250
	61,200  Juno Lighting, Inc.
			(Recessed and track lighting)            1,078,650
	32,000  Modine Manfacturing Co.
			(Auto parts: heating and 
				air-conditioning)                1,208,000
	26,000  Moorco International, Inc.
			(Fluid measurement and
				pressure control products)         594,750
	34,500  Precision Castparts Corp.
			(Complex investment castings)              991,875
	28,600  Sealright Co.
			(Packaging products)                       507,650
	57,600  Southdown, Inc.
			(Cement, concrete and 
				environmental service)           1,044,000
	15,000  Standard Products Co.
			(Rubber and plastic products)              324,375
	38,000  TriMas Corp.
			(Specialty fastners/containers)            864,500
	33,500  Trinity Industries, Inc.
			(Railcars, containers, boats)            1,268,813
								 9,871,033
CONSUMER CYCLICAL - 27.53%
	20,000  Arctco Inc.
			(Snowmobiles; personal 
				watercraft)                        276,250
	38,000  Armor All Products Corp.
			(Car care products)                        712,500
	23,000  Arvin Industries, Inc.
			(Auto parts; mufflers 
				and shocks)                        526,125
	46,500  Commerce Clearing House, Inc.
			Cl. B (non-voting)
			(Tax and business law 
				publisher)                         755,625
	61,000  Consolidated Stores Corp.
			(Close-out merchandise 
				retailer)                        1,143,750
	54,200  Fingerhut Companies, Inc.
			(Direct mail marketer)                     745,250
	36,000  Huffy Corp.
			(Recreational products 
				manufacturer)                      508,500
	19,050  King World Productions, Inc.
			(Distribution and syndication 
				of TV programs)                    790,575
	29,200  La-Z Boy Chair Co.
			(Furniture manufacturer)                   759,200
	25,450  Lee Enterprises, Inc.
			(Newspaper publishing: 
				radio, TV)                         963,919
	30,000  Miller (Herman), Inc.
			(Office furniture systems)                 648,750
	7,300   National Presto Industries, Inc.
			(Electrical appliances and 
				housewares)                        318,462
	35,000  Sturm, Ruger & Company, Inc.
			(Firearms manufacturer)                  1,019,375
	64,000  Waban Inc.
			(Warehouse club retailer)                  936,000
	24,000  Wolohan Lumber Co.
			(Building materials supply 
				centers)                           327,000
								10,431,281
CONSUMER STAPLES  - 9.02%
	23,000  Alberto-Culver Co. Cl. A
			(Manufacturer and retailer of cos-
				metics and household products)    621,000
	23,500  First Brands Corp.
			(Branded and private label 
				consumer products)                969,375
	31,000  Hannaford Brothers Co.
			(Supermarket retailer)                    829,250
	10,000  Helene Curtis Industries Inc.
			(Brand name personal care products)       330,000
	26,100  Paragon Trade Brands, Inc.
			(Private label disposable diapers)        355,612
	15,000  Vons Companies, Inc.
			(Supermarket retailer)                    311,250
								3,416,487
ENERGY - 5.34%
	24,000  Cabot Oil & Gas Corp. Cl. A
			(Oil & gas developer/producer)           378,000
	60,800  California Energy Company, Inc.
			(Geothermal energy power)                972,800
	78,000  Nabors Industries, Inc.
			(Oil and gas drilling)                   672,750
							       2,023,550
FINANCIAL - 7.13%
	109,200 Cash America International, Inc.
			(Pawn shop operator)                     846,300
	36,750  First Commercial Corp.
			(Arkansas bank holding company)          923,344
	27,000  FirsTier Financial, Inc.
			(Nebraska bank holding company)          931,500
							       2,701,144
TECHNOLOGY - 8.40%
	48,000  Gerber Scientific, Inc.
			(Computer aided design/
				manufacturing systems)          780,000
	41,000  MagneTek, Inc.
			(Lighting products, electric 
				motors and generators)          620,125
	10,000  Nellcor Inc.
			(Electronic patient monitoring 
				systems)                        435,000
	16,900  Scitex Ltd.
			(Computerized imaging systems)          367,575
	27,000  Wallace Computer Services, Inc.
			(Commercial print business forms)       978,750
							      3,181,450
TRANSPORTATION & SERVICES - 4.40%
	18,700  Omnicom Group Inc.
			(International advertising company)   1,077,588
	31,000  Overseas Shipholding Group, Inc.
			(International ship operator)           589,000
							      1,666,588
TOTAL COMMON STOCKS - 97.60%                                 36,976,333

							   MARKET VALUE
FACE AMOUNT     DESCRIPTION                                 (NOTE 1-A)
REPURCHASE AGREEMENT - 1.98%
$750,000                UMB Bank, n.a.,
			5.60%, due June 1, 1995
			(Collateralized by U.S. 
			Treasury Notes, 7.50%,
			due February 29, 1996)                  750,000

TOTAL INVESTMENTS - 99.58%                                $  37,726,333

Other assets less liabilities  - 0.42%                          160,008

TOTAL NET ASSETS - 100.00%
	(equivalent to $17.39 per share; 10,000,000 
	shares of $1.00 par value capital shares 
	authorized; 2,179,161 shares outstanding)         $  37,886,341

See accompanying Notes to Financial Statements

<PAGE>

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

INVESTMENT INCOME:
	Income:
		Dividends                                  $       308,735
		Interest                                            25,066
								   333,801
	Expenses (Note 2):
		Management fees                                    259,910
		Registration fees and expenses                      12,703
								   272,613
			Net investment income (Note 1-B)            61,188

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                               3,848,921
Cost of investments sold                                         3,546,507
Net realized gain from investment transactions                     302,414
Unrealized appreciation of investments:
		Beginning of period                              2,153,897
		End of period                                    4,652,051
Unrealized appreciation of investments during the period         2,498,154
Net gain on investments                                          2,800,568
Increase in net assets resulting from operations             $   2,861,756


See accompanying Notes to Financial Statements.
<PAGE>

STATEMENTS OF CHANGES
IN NET ASSETS

						    Six Months
						       Ended       Year Ended
						   May 31, 1995    November 30,
						    (unaudited)        1994

INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment income                              $    61,188  $      48,431  
Net realized gain from investment transactions         302,414        189,460
Unrealized appreciation (depreciation) of 
  investments during the period                      2,498,154     (1,532,368)
Net increase (decrease) in net assets resulting 
  from operations                                    2,861,756     (1,294,477)
Net equalization included in the price of shares 
  issued and redeemed                                   (1,173)        22,219

DISTRIBUTIONS TO SHAREHOLDERS FROM:**
Net investment income                                  (48,739)           _
Net realized gain from investment transactions        (189,170)      (562,551)
Total distributions to shareholders                   (237,909)      (562,551)

INCREASE FROM CAPITAL SHARE TRANSACTIONS:*
Proceeds from shares sold                            5,994,596     21,674,616 
Net asset value of shares issued for reinvestment 
  of distributions                                     227,612        527,332 
						     6,222,208     22,201,948      
Cost of shares repurchased                          (6,887,038)   (13,524,953)
Net increase (decrease) from capital share 
transactions                                          (664,830)     8,676,995 
Total increase in net assets                         1,957,844      6,842,186 

NET ASSETS:
Beginning of period                                 35,928,497     29,086,311 
End of period (including undistributed net 
  investment income
of $172,296 and $161,020, respectively)          $  37,886,341  $  35,928,497 

Shares issued and repurchased:
Number of shares sold                                  365,872      1,256,848 
Number of shares issued for reinvestment of 
distributions                                           14,388         30,482  
						       380,260      1,287,330       
Number of shares repurchased                          (415,800)      (791,675)
Net increase (decrease)                                (35,540)       495,655

Distributions to shareholders:
	Income dividends per share                $     .0219   $         -
	Capital gains distribution per share      $     .085    $       .3283


See accompanying Notes to Financial Statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940, as amended, 
as a diversified open-end management investment company. The following is a 
summary of significant accounting policies consistently followed by the Fund 
in the preparation of its financial statements.

A. Security Valuation - Common stocks traded on a national securities exchange 
are valued at the latest sales price thereof, or if no sale was reported on 
that date, the mean between the closing bid and asked price is used. Common 
stocks traded over-the-counter are valued at the average of the last reported 
bid and asked prices.

B. Federal and State Taxes - It is the Fund's policy to comply with the 
requirements of the Internal Revenue Code applicable to regulated investment 
companies and to distribute all of its taxable income to its shareholders. 
Therefore, no provision for federal or state tax is required. 

C. Equalization - The Fund uses the accounting practice of equalization, by 
which a portion of the proceeds from sales and costs of redemption of capital 
shares, equivalent on a per share basis to the amount of undistributed net 
investment income on the date of the transactions, is credited or charged to 
undistributed income. As a result, undistributed net investment income per 
share is unaffected by sales or redemptions of capital shares.

D. Other - As is common in the industry, security transactions are accounted 
for on the date the securities are purchased or sold. Dividend income and 
distributions to shareholders are recorded on the ex-dividend date. Realized 
gains and losses from investment transactions and unrealized appreciation and 
depreciation of investments are reported on the identified cost basis.

2. MANAGEMENT FEES:
Management fees are paid to Jones & Babson, Inc. at the 
rate of 1.5% per annum of the average daily net asset value of the Fund up to 
$30,000,000 and 1% per annum of net assets in excess of that amount. Such fees 
are paid for services which include administration, and all other operating 
expenses of the Fund except the cost of acquiring and disposing of portfolio 
securities, the taxes, if any, imposed directly on the Fund and its shares and 
the cost of qualifying the Fund's shares for sale in any jurisdiction. 
Certain officers and/or directors of the Fund are also officers and/or 
directors of Jones & Babson, Inc.

3. INVESTMENT TRANSACTIONS:
Investment transactions for the period ended May 31, 1995 (excluding 
maturities of short-term commercial notes and repurchase agreements) are as 
follows:
	Purchases               $ 2,451,636                     
	Proceeds from sales       3,848,921

This report has been prepared for the information of the Shareholders of 
Babson Enterprise Fund II, 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.









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