BABSON ENTERPRISE FUND II INC /MO/
N-30B-2, 1996-08-02
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BABSON
ENTERPRISE
FUND II

Semiannual Report
May 31, 1996

JONES & BABSON
MUTUAL FUNDS


MESSAGE
To Our Shareholders

Babson Enterprise Fund II had a favorable performance in the first half 
of fiscal year 1996. For the six month period ended May 31, 1996, the 
total return (price change and reinvested distributions) of the Fund was 
21.6%. This performance was better than the 18.1% return of the 
unmanaged Russell 2000 index of small company stocks and the 11.7% 
return of the unmanaged Standard & Poor's 500 index of larger company 
stocks.

These favorable returns have been achieved in a market environment which 
has generally favored more speculative, high growth technology issues 
rather than the more attractively valued issues in which the Fund 
concentrates. The Fund's strong results in this environment can be 
attributed to an overweighting relative to the indices in economically 
sensitive industries such as retailing, basic materials, recreation 
products, and energy, which performed well during the period.

Average annual compounded total returns for one year and the life of the 
Fund (inception August 5, 1991) as of June 30, 1996,were 27.60% and 
14.21%, 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.

Thirteen new holdings in a variety of industries have been added to the 
Babson Enterprise Fund II portfolio in the first six months of fiscal 
1996. BW/IP, Inc. (industrial pumps and valves), Calmat Co. (concrete, 
asphalt, aggregates), Central Newspapers, Inc. (newspaper publishing), 
Charming Shoppes Inc. (women's apparel retailer), Glendale Federal Bank 
(California Savings & Loan), Harper Group Inc. (freight forwarding and 
logistics), New England Business Service, Inc. (business forms), Quaker 
State Corp. (motor oil and lubricants), Sea Containers Ltd. (cargo 
containers, ferry services), SPX Corp. (specialty service tools for 
motor vehicles), Stanhome Inc. (giftware, collectibles, personal care 
products), True North Communications, Inc. (worldwide marketing 
communications agency), U.S. Can Corp. (aerosol, round, and specialty 
steel containers).

Five positions were liquidated during the period. Commerce Clearing 
House was sold at a substantial gain as it was acquired by a Dutch 
communications company. Helene Curtis was sold after it had doubled in 
less than a one month period on buy-out speculation. FirsTier Financial 
was acquired by First Bank Systems in a stock deal at a sizable gain to 
the portfolio. The First Bank Systems stock was subsequently liquidated 
given its large market capitalization. Arvin Industries and Modine 
Manufacturing were sold due to fundamental concerns about their portions 
of the auto supply market.

We continue to believe that the prospects for economically sensitive 
sectors remain quite positive, despite their strong performance in the 
first half of fiscal 1996. Conversely, high technology stocks appear to 
be generally overvalued, trading more on speculative hopes than on 
genuine fundamentals. As a result, the Fund is significantly 
underweighted in this risky area.

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

Sincerely,


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

STATEMENT OF NET ASSETS
May 31, 1996 (unaudited)

                                                                MARKET VALUE
        SHARES          COMPANY                                 (NOTE 1-A)

COMMON STOCKS - 98.29%
BASIC MATERIALS - 11.40%
        25,100  Brush Wellman Inc.
                        (Supplier of beryllium)               $ 470,625 
	42,600	Calmat Co.
			(Concrete, asphalt and
                         aggregates)                            782,775
	35,000	Hanna (M.A.) Co.
			(Polymers and specialty 
                         chemical)                              1,203,125
	16,300	Kennametal Inc.
                        (Metal working products)                605,137
	33,332	Mosinee Paper Corp.
                        (Paper and paper products)              874,965
	49,700	Southdown, Inc.
			(Cement, concrete and 
                         environmental service)                 1,149,313
	27,500	U.S. Can Corp.
			(Aerosol, round, and specialty
                         steel containers)                      470,937
                                                                5,556,877
CAPITAL GOODS - 20.16%
	23,430	Baldor Electric Co
                        (Industrial electric motors)            518,389
	35,000	BW/IP, Inc.
			(Industrial pumps, valves
                         and seals)                             691,250
	26,800	Carlisle Companies Inc.
			(Automotive/industrial products
                         and construction materials)            1,396,950
	64,400 	Gerber Scientific, Inc.
			(Computer aided design/
                         manufacturing systems)                 1,118,950
	51,200	Juno Lighting, Inc.
                        (Recessed and track lighting)           780,800
	55,000	MagneTek, Inc.
			(Lighting products, electric
                         motors and generators)                 536,250
	27,500	Precision Castparts Corp.
                        (Complex investment castings)           1,175,625 
	28,600	Sealright Co.
			(Packaging products)			377,163
	11,200	SPX Corp.
			(Specialty service tools for 
                         motor vehicles)                        299,600
	28,200	Standard Products Co.
                        (Rubber and plastic products)           768,450
	38,000 	TriMas Corp.
                        (Specialty fastners/containers)         902,500
	36,500	Trinity Industries, Inc.
                        (Railcars, containers, boats)           1,263,813
                                                                9,829,740
CONSUMER CYCLICAL - 30.11%
	38,000	Armor All Products Corp.
			(Car care products)			589,000
	20,000	Central Newspapers, Inc. Cl. A
			(Newspaper publishing)			740,000
	88,100	Charming Shoppes Inc.
			(Women's specialty apparel 
                         stores)                                704,800
	33,000	Consolidated Stores Corp.
                        (Close-out merchandise retailer)	1,249,875
	45,000	Duty Free International, Inc.
			(Duty free retailer)			675,000
	50,200 	Fingerhut Companies, Inc.
			(Direct mail marketer)			771,825
	49,100	Huffy Corp.
			(Recreational products
                         manufacturer)                          668,988
	19,050 	King World Productions, Inc.
			(Distribution and syndication
                         of TV programs)                        795,338
	23,500	La-Z Boy Chair Co.
                        (Furniture manufacturer)                766,687
	35,900 	Lee Enterprises, Inc.
			(Newspaper publishing: 
                         radio, TV)                             839,162
	33,000	Miller (Herman), Inc.
                        (Office furniture systems)              1,018,875
	17,000	National Presto Industries, Inc.
			(Electrical appliances and
                         housewares)                            688,500

CONSUMER CYCLICAL (Continued)
	16,800	New England Business Service, Inc.
                        (Business forms supplier)               308,700
	18,000	Stanhome Inc.
			(Giftware, collectibles, personal
                         care products)                         522,000
	35,000	Sturm, Ruger & Company, Inc.
			(Firearms manufacturer)			1,736,875
	24,700	True North Communications, Inc.
                        (Advertising)                           636,025
        64,000  Waban Inc.
                        (Warehouse club retailer)               1,712,000
	24,000	Wolohan Lumber Co.
			(Building materials supply
                         centers)                               259,500
                                                                14,683,150
CONSUMER STAPLES - 10.11%
	23,000	Alberto-Culver Co. Cl. A
			(Manufacturer and retailer of
                         cosmetics and household 
                         products)                              796,375
	54,900	DiMon Inc.
			(Tobacco processor/fresh cut
                         flowers distributor)                   988,200
	47,000	First Brands Corp.
			(Branded and private label
                         consumer products)                     1,163,250
	25,000 	Hannaford Brothers Co.
			(Supermarket retailer)			790,625
	26,100	Paragon Trade Brands, Inc.
                        (Private label disposable
                         diapers)                               642,712
	15,000	Vons Companies, Inc.
			(Supermarket retailer)			547,500
                                                                4,928,662
ENERGY - 7.96%
	24,000	Cabot Oil & Gas Corp. Cl. A
                        (Oil & gas developer/producer)          408,000
	60,800	Calenergy, Inc.
                        (Geothermal energy power)               1,626,400
	80,000	Nabors Industries, Inc.
			(Oil and gas drilling)			1,230,000
	40,000	Quaker State Corp.
                        (Motor oil and lubricants)              615,000
                                                                3,879,400
FINANCIAL - 5.45%
	129,200	Cash America International, Inc.
			(Pawn shop operator)			742,900
	39,322	First Commercial Corp.
			(Arkansas bank holding 
                         company)                               1,199,321 
	40,000 	Glendale Federal Bank Federal
			Savings Bank California
                         (Savings and loan)                     715,000
                                                                2,657,221
HEALTH CARE - 0.60%
	18,000	ADAC Laboratories
                        (Medical imaging systems)               294,750

MISCELLANEOUS - 3.72%
	58,000	Global Industrial Technologies, Inc.
			(Refractory products, mining
                         equipment, specialty tools)            1,073,000
	21,000	Primark Corp.
			(Information services for 
                         gov't., financial and
                         weather markets)                       740,250
                                                                1,813,250

TECHNOLOGY - 5.79%
	39,400 	Octel Communications Corp.
			(Voice information processing
                         equipment)                             965,300
	50,000	Scitex Corp.
			(Computerized imaging 
                         systems)                               981,250
	56,100 	Viewlogic Systems Inc.
			(Computer-aided engineering
                         software)                              876,562
                                                                2,823,112

TRANSPORTATION & SERVICES - 2.99%
	10,200	Harper Group Inc.
			(Freight forwarding and 
                         logistics services)                    209,100
	31,000	Overseas Shipholding Group, Inc.
                        (International ship operator)           581,250
	31,800 	Sea Containers Ltd. Cl. A
			(Cargo containers, ferry
                         services, port operations)             608,175
	3,200	Sea Containers Ltd. Cl. B
			(Cargo containers, ferry 
                         services, port operations)             60,400
                                                                1,458,925

TOTAL COMMON STOCKS - 98.29%                                    47,925,087

                                                                MARKET VALUE
        FACE AMOUNT             DESCRIPTION                     (NOTE 1-A)

REPURCHASE AGREEMENT - 2.05%
      $ 1,000,000        UMB Bank, n.a.,
                         4.75%, due June 3, 1996
                         (Collateralized by U.S. 
                          Treasury Notes, 7.50%,
                          due December 31, 1996)                1,000,000

TOTAL INVESTMENTS - 100.34%                                   $ 48,925,087

Other assets less liabilities - (0.34%)                         (164,412)

TOTAL NET ASSETS - 100.00%
	(equivalent to $22.12 per share;
         10,000,000 shares of $1.00 par
         value capital shares authorized;
         2,204,591 shares outstanding)                        $ 48,760,675


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

<TABLE>
<S>                                                                                     <C>
ASSETS:
	Investments in securities:
                Common stocks, at market value (identified cost $36,576,443)		$	47,925,087
                Repurchase agreement, at cost - approximates market value                       1,000,000

                                Total investments                                               48,925,087

        Dividends receivable                                                                    74,245
        Receivable for investments sold                                                         69,658

                                Total assets                                                    49,068,990

LIABILITIES AND NET ASSETS:
        Cash overdraft                                                                          53,819
        Payable for investments purchased                                                       254,496

                                Total liabilities                                               308,315

NET ASSETS                                                                              $       48,760,675

NET ASSETS CONSIST OF:
        Capital (capital stock and paid-in capital)                                     $	33,165,026
	Accumulated undistributed income:
                Undistributed net investment income                                             238,868
                Undistributed net realized gain on investment transactions                      4,008,137
        Net unrealized appreciation in value of investments                                     11,348,644

NET ASSETS APPLICABLE TO OUTSTANDING SHARES                                             $       48,760,675

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

        Outstanding                                                                             2,204,591

NET ASSET VALUE PER SHARE                                                               $       22.12
</TABLE>

See accompanying Notes to Financial Statements.

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

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

	Income:
                Dividends                                                               $       360,010
                Interest                                                                        78,647
                                                                                                438,657
	Expenses (Note 2):
                Management fees                                                                 297,209
                Registration fees and expenses                                                  10,475
                                                                                                307,684
                        Net investment income (Note 1-B)                                        130,973

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                                              8,867,607
                Cost of investments sold                                                        4,896,305

                        Net realized gain from investment transactions                          3,971,302

	Unrealized appreciation of investments:
                Beginning of period                                                             6,744,804
                End of period                                                                   11,348,644

                        Unrealized appreciation of investments during the period                4,603,840

                        Net gain on investments                                                 8,575,142

                        Increase in net assets resulting from operations                $       8,706,115
</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                                                   $       130,973         $	114,151	
        Net realized gain from investment transactions                                  3,971,302               1,942,335
        Unrealized appreciation of investments during the period                        4,603,840               4,590,907

                        Net increase in net assets resulting from operations            8,706,115               6,647,393

Net equalization included in the price of shares issued and redeemed                    1,268                   (7,266)

DISTRIBUTIONS TO SHAREHOLDERS FROM:**
        Net investment income                                                           (112,539)               (48,739)
        Net realized gain from investment transactions                                  (1,939,754)             (189,170)

                        Total distributions to shareholders                             (2,052,293)             (237,909)

INCREASE FROM CAPITAL SHARE TRANSACTIONS:*
        Proceeds from shares sold                                                       20,389,827              11,197,619 
        Net asset value of shares issued for reinvestment of distributions              1,979,884               227,612 
                                                                                        22,369,711              11,425,231 
        Cost of shares repurchased                                                      (20,706,722)            (13,313,350)

                        Net increase (decrease) from capital share transactions         1,662,989               (1,888,119)

                                Total increase in net assets                            8,318,079               4,514,099

NET ASSETS:
        Beginning of period                                                             40,442,596              35,928,497

	End of period (including undistributed net investment income
        of $238,868 and $219,166, respectively)                                 $       48,760,675      $       40,442,596 

*Shares issued and repurchased:
        Number of shares sold                                                           1,022,046               651,909 
        Number of shares issued for reinvestment of distributions                       108,012                 14,388 
                                                                                        1,130,058               666,297 
        Number of shares repurchased                                                    (1,032,915)             (773,550)

                        Net increase (decrease)                                         97,143                  (107,253)

**Distributions to shareholders:
        Income dividends per share                                              $       .055            $       .0219
        Capital gains distribution per share                                    $       .948        	$	.085
</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 - Common stocks 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. 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 - 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, 1996 (excluding 
maturities of short-term commercial notes and repurchase agreements) are 
as follows:

	Purchases		$ 9,893,524

        Proceeds from sales       8,867,607

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.

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
Lance F. James
        Vice President - Portfolio
Peter C. Schliemann
        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>                         37576443
<INVESTMENTS-AT-VALUE>                        48925087
<RECEIVABLES>                                   143903
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                49068990
<PAYABLE-FOR-SECURITIES>                        254496
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        53819
<TOTAL-LIABILITIES>                             308315
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      33165026
<SHARES-COMMON-STOCK>                          2204591
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       238868
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        4008137
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      11348644
<NET-ASSETS>                                  48760675
<DIVIDEND-INCOME>                               360010
<INTEREST-INCOME>                                78647
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  307684
<NET-INVESTMENT-INCOME>                         130973
<REALIZED-GAINS-CURRENT>                       3971302
<APPREC-INCREASE-CURRENT>                      4603840
<NET-CHANGE-FROM-OPS>                          8706115
<EQUALIZATION>                                    1268
<DISTRIBUTIONS-OF-INCOME>                       112539
<DISTRIBUTIONS-OF-GAINS>                       1939754
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        1022046
<NUMBER-OF-SHARES-REDEEMED>                    1032915
<SHARES-REINVESTED>                             108012
<NET-CHANGE-IN-ASSETS>                         8318079
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           297209
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 307684
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                   .055
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              .055
<PER-SHARE-DISTRIBUTIONS>                         .948
<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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