BABSON ENTERPRISE FUND II INC /MO/
N-30B-2, 1996-02-06
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MESSAGE 
To Our Shareholders

The equity markets were extremely strong in the fiscal year ended November 
30, 1995, as rising earnings and falling interest rates combined to enhance 
stock valuations. Large capitalization stocks outperformed smaller 
capitalization companies, while growth stock investing generally outperformed 
low valuation approaches.

For the fiscal year ended November 30, 1995, the total return (price change 
and reinvested distributions) of Babson Enterprise Fund II was 19.1%. This 
trailed the 28.5% return of the unmanaged Russell 2000 index of small company 
stocks and the 36.8% return of the unmanaged Standard & Poor's 500 index of 
larger company stocks. The Fund's emphasis on smaller capitalization companies 
and on out-of-favor cheaply valued companies clearly put it at a relative 
disadvantage in a momentum-driven market where the best returns 
were earned by high growth, high technology, and high capitalization 
companies.

In the six months since our mid-year message to shareholders, six new 
holdings have been added to the portfolio:

ADAC Laboratories _ designs and manufactures medical imaging systems;

DiMon Inc. _ tobacco processor and fresh-cut flower distributor;

Duty Free International, Inc. _ operator of duty free retail stores in 
airports and on the Canadian and Mexican borders;

Octel Communications Corp. _ supplier of voice information processing systems 
for use over the telephone;

Primark Corp. _ provider of information and analytical services to financial 
market customers, weather forecasting operations, and government agencies;

Viewlogic Systems Inc. _ designs software for computer-aided engineering.

Four positions were liquidated in the second half of fiscal 1995. Moorco 
International and Wallace Computer Services were sold at substantial gains 
after each received unsolicited tender offers for acquisition by other 
companies. Nellcor, a manufacturer of advanced medical monitoring equipment, 
was sold for valuation reasons at a sizable premium to cost after the stock 
ran up sharply. Arctco, a maker of recreational vehicles, was sold at a loss 
due to concerns about the increasingly competitive markets in which it 
participates.

Our disciplined value-oriented approach as applied to companies with 
promising long-term fundamentals should provide favorable results over time 
with less risk exposure. We believe that economically-sensitive holdings are 
well positioned to rebound in 1996. We are also skeptical of some of the 
valuation excesses that we perceive in certain sectors of the market, 
especially with regard to high technology and the banking industry.
In December 1995, the Fund distributed an ordinary income dividend of $0.055 
per share and distributed $0.948 from realized long-term capital gains. For 
corporate shareholders, 100% of ordinary income distributions qualify for the 
corporate dividends received deduction.

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

Sincerely,


Larry D. Armel
President
<PAGE>

PORTFOLIO REVIEW
Babson Enterprise Fund II is a no-load mutual fund invested in common stocks 
of smaller, faster growing companies which at the time of purchase are 
considered to be realistically valued in the smaller company sector of the 
market.

With such a strong advance in the U.S. stock market in 1995, we thought it 
might be worthwhile to step back and analyze small company investing because 
it participated in the surge. While small company investing may seem like a 
simple notion, there are currently over 350 small company mutual funds. Each 
of these funds would argue that it is "different" from all other funds. 
However, most of them have a bias toward either "growth" or "value."

In fact, Morningstar Mutual Funds, a publication devoted to the analysis of 
mutual funds has begun to separate the small company funds it ranks into 
growth and value categories. The differences between the two styles of 
investing are quite remarkable.

First of all, the Morningstar statistics in general show a very strong 
penchant for "growth" investing among small company funds. Many investors 
view small company investing as synonymous with "aggressive growth" or 
"emerging growth" investing. A comparison of the average small company fund 
to the most popular small company index, the Russell 2000, shows that 
managers are tending to buy very young companies with very high past growth 
rates, and high valuations.

					   Morningstar
					  Small Co. Fund  Russell
					     Average         2000
Age of Company                                14 Years*       N/A
5 Years of EPS Growth                            22.2%        7.5%
Price/Book Ratio                                  4.2X        2.1X
Price/Earnings Ratio                             25.0X       21.0X

*Largest 20 holdings

If the Russell 2000 (containing, as its name implies, 2000 small company 
stocks) is a broad representation of the universe available to these funds, 
it is clear that the average manager is seeking out the more rapidly growing 
companies, and is willing to pay up for them.

However, if we delve deeper into the statistical 
distinctions between the funds that Morningstar calls 
as "growth" and those it classifies as "value," the differences are even more 
extreme. The table below illustrates that.
				     Small Company   Small Company
				       Growth Fund     Value Fund
					Average         Average
Company Statistics
	5 Year EPS Growth                 33.2%            12.2%
	Return on Assets                  12.6%             6.9%
	Price/Book Ratio                  6.3X              2.3X
	Price/Earnings Ratio              32.7X            17.9X
Portfolio Statistics
	Annual Turnover                    105%              55%
	Beta                               1.10             0.73
	Standard Deviation (3 yr.)        15.0%             9.1%

By virtually every measure, small company growth funds are extremely 
aggressively managed. The companies held by those funds have a historic 
five-year average earnings growth that is almost three times that of the 
small company value funds. Return on assets is almost double, and valuations 
of the stocks are much higher.

The managers of the growth funds are also very quick to change holdings. The 
average holding period of a stock is less than one year, whereas the value 
managers hold on for an average of two years.

All this aggressiveness is reflected in much greater volatility in 
performance. Whether measured by the standard deviation of results, or by the 
funds' beta, the growth funds are more volatile than the value funds, and 
more volatile than the market as whole. The value funds are less volatile 
than the market.

However, when aggressive growth stocks are popular, as they have been in 1995, 
the performance can be spectacular. Helped by a 33.7% weighting in technology 
stocks, small company growth funds were up 37.8% through November 30, 1995. 
This compares with only a 21.2% return for small company value funds which, 
on average only have 11.5% of assets in technology.

But over the long term does one style outperform the other? Morningstar has 
tracked performance for fifteen years and over that period there has been 
only a minimal difference between the two. Small company growth funds 
compounded at 12.5% annually and small company value funds compounded at 
12.0% a year with more than the entire differential coming from the 
outperformance of the growth style in 1995. Obviously, with such strong 
performance in 1995, growth funds have been better performers over the short 
term. However, Morningstar rates all funds on a risk adjusted basis
(weighting its rating 50% on the ten year record, 30% on five years, and 20% 
on three years), and by this measure growth and value funds end in a virtual 
dead heat. Growth funds get a rating of 3.31 while value funds garner 3.30.

The significance of all this is that not all small company funds are the 
same. The popular perception of small company funds being "aggressive" or 
"emerging" growth funds may have some statistical support overall, but it 
misses a whole category of lower risk "value" funds. The important thing is 
to make sure you understand what type of fund you are invested in and that 
it properly reflects your investment goals and your tolerance for performance 
volatility.

We have long believed in the lower risk approach to small company investing. 
We continue to adhere to that strategy, and think that a less volatile path 
to performance is the best route.

David L. Babson & Co. Inc.

PORTFOLIO REVIEW
Babson Enterprise Fund II versus Russell 2000 and S&P 500
Babson Enterprise Fund II's average annual compounded total returns for one 
year and the life of the Fund (inception August 5, 1991) as of November 30, 
1995, were 19.11% and 11.86%, 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
November 30, 1995
 S&P                                                             MARKET VALUE
RANKING** SHARES    COMPANY                             COST      (NOTE 1-A)
COMMON STOCKS _ 94.76%
BASIC MATERIALS _ 9.83%
 B-    21,100  Brush Wellman Inc.
		 (Supplier of beryllium).          $    357,916 $     369,250
 B     35,000  Hanna (M.A.) Co.
		 (Polymers and specialty chemical)      717,822       940,625
 B+    25,300  Kennametal, Inc.
		 (Metal working products)               505,719       777,975
 B     33,000  Mosinee Paper Corp.
		 (Paper and paper products)             786,556       800,250
 C     57,600  Southdown, Inc.*
		 (Cement, concrete and environmental  
		 service)                               856,225     1,087,200
						      3,224,238     3,975,300
CAPITAL GOODS _ 23.01%
 A     23,430  Baldor Electric Co.
		 (Industrial electric motors)           225,903       530,104
 B+    31,000  Carlisle Companies Inc.
		 (Automotive/industrial products 
		 and construction materials)            834,720     1,321,375
 B     48,000  Gerber Scientific, Inc. 
		 (Computer aided design/manufacturing 
		 systems)                               725,821       816,000
 NR    35,000  Global Industrial Technologies, Inc.*
		 (Refractory products, mining 
		 equipment and industrial tools)        511,693       621,250
 A-    61,200  Juno Lighting, Inc.
		 (Recessed and track lighting)        1,000,455       971,550
 B-    45,000  MagneTek, Inc.*
		 (Lighting products, electric motors 
		 and generators)                        756,911       371,250
 B-    30,000  Miller (Herman), Inc.
		 (Office furniture systems)             754,463       952,500
 A     21,200  Modine Manfacturing Co.
		 (Auto parts: heating and 
		 air-conditioning)                      291,425       657,200
 A-    27,500  Precision Castparts Corp. 
		 (Complex investment castings)          451,350       990,000
 B+    28,600  Sealright Co.
		 (Packaging products)                   422,400       314,600
CAPITAL GOODS (Continued)
 NR    38,000  TriMas Corp.
		 (Specialty fasteners/containers)  $    532,303 $     731,500
 B+    33,500  Trinity Industries, Inc.
		 (Railcars, containers, boats)          925,720     1,030,125
						      7,433,164     9,307,454
CONSUMER CYCLICAL _ 28.54%
 B+    38,000  Armor All Products Corp.
		 (Car care products)                    770,977       707,750
 B-    23,000  Arvin Industries, Inc.
		 (Auto parts; mufflers and shocks)      577,203       405,375
 NR    46,500  Commerce Clearing House, Inc. 
		 Cl. B (non-voting) (Tax and 
		 business law publisher)                780,884     2,534,250
 B     41,000  Consolidated Stores Corp.*
		 (Close-out merchandise retailer)       564,683     1,014,750
 B+    20,300  Duty Free International, Inc.
		 (Duty free retailer)                   281,239       274,050
 NR    39,200  Fingerhut Companies, Inc.
		 (Direct mail marketer)                 625,778       494,900
 B+    36,000  Huffy Corp.
		 (Recreational products 
		 manufacturer)                          596,833       382,500
 B+    19,050  King World Productions, Inc.*
		 (Distribution and syndication of 
		 TV programs)                           579,192       754,856
 A-    23,500  La-Z Boy Chair Co. 
		 (Furniture manufacturer)               591,635       749,063
 A-    25,450  Lee Enterprises, Inc.
		 (Newspaper publishing, radio, TV)      780,712     1,059,356
 B+    12,000  National Presto Industries, Inc.
		 (Electrical appliances and 
		 housewares)                            510,052         499,500
 B-    15,000  Standard Products Co.
		 (Rubber and plastic products)          363,393         241,875
 A-    35,000  Sturm, Ruger & Company, Inc.
		 (Firearms manufacturer)              1,007,744       1,023,750
CONSUMER CYCLICAL (Continued)
 NR    64,000  Waban Inc.*
		 (Warehouse club retailer)         $    989,527 $     1,184,000
 A-    24,000  Wolohan Lumber Co.
		 (Building materials supply centers)    517,150         216,000
						      9,537,002      11,541,975
CONSUMER STAPLES _ 10.08%
 A     23,000  Alberto-Culver Co. Cl. A
		 (Manufacturer and retailer of 
		 cosmetics and 
		 household products)                    485,930         652,625
 NR    30,000  DiMon Inc.
		 (Tobacco processor/fresh cut 
		 flowers distributor)                   441,964         517,500
 NR    23,500  First Brands Corp.
		 (Branded and private label 
		 consumer products)                     706,183       1,075,125
 A+    25,000  Hannaford Brothers Co.
		 (Supermarket retailer)                 542,994         600,000
 B+    10,000  Helene Curtis Industries Inc.
		 (Brand name personal care products)    277,756         288,750
 NR    26,100  Paragon Trade Brands, Inc.*
		 (Private label disposable diapers)     505,090         544,837
 B-    15,000  Vons Companies, Inc.*
		 (Supermarket retailer)                 269,025         397,500
						      3,228,942       4,076,337
ENERGY _ 5.88%
 NR    24,000  Cabot Oil & Gas Corp. Cl. A
		 (Oil & gas developer/producer)         461,670         339,000
 B-    60,800  California Energy Company, Inc.*
		 (Geothermal energy power)            1,018,473       1,170,400
 B-    88,000  Nabors Industries, Inc.* 
		 (Oil and gas drilling)                 616,479         869,000
						      2,096,622       2,378,400

FINANCIAL _ 7.59%
 B+   119,200  Cash America International, Inc.
		 (Pawn shop operator)             $   1,048,380 $       655,600
 A     36,750  First Commercial Corp.
		 (Aarkansas bank holding company)       764,513       1,185,188
 A-    27,000  FirsTier Financial, Inc.
		 (Nebraska bank holding company)        801,227       1,228,500
						      2,614,120       3,069,288
HEALTH CARE _ 0.56%
 B     18,000  ADAC Laboratories
		 (Medical imaging systems)              239,850         227,250

MISCELLANEOUS _ 1.71%
 NR    25,000  Primark Corp.* 
		 (Information services for gov't., 
		 financial and weather markets)         415,423         690,625

TECHNOLOGY _ 3.27%
 B     18,000  Octel Communications Corp.* 
		 (Voice information processing 
		 equipment)                             522,423         591,750
 NR    28,000  Scitex Corp.                                     
		 (Computerized imaging systems)         598,719         402,500
 NR    30,200  Viewlogic Systems Inc.*
		 (Computer-aided engineering 
		 software)                              372,392         328,425
						      1,493,534       1,322,675
TRANSPORTATION & SERVICES _ 4.29%
 A     16,700  Omnicom Group Inc.
		 (International advertising 
		 company)                               655,812       1,114,725
 B-    31,000  Overseas Shipholding Group, Inc. 
		 (International ship operator)          640,518         620,000
						      1,296,330       1,734,725

TOTAL COMMON STOCKS _ 94.76%                         31,579,225      38,324,029

REPURCHASE AGREEMENT _ 5.43%
$  2,195,000   UMB Bank, n.a.,
		 5.40%, due December 1, 1995
		 (Collateralized by $2,238,876 
		 U.S. Treasury Notes, 
		 7.625%, due April 30, 1996)      $  2,195,000  $    2,195,000

TOTAL INVESTMENTS _ 100.19%                       $ 33,774,225      40,519,029


Other assets less liabilities _ (0.19%)                                (76,433)


TOTAL NET ASSETS _ 100.00%
	(equivalent to $19.19 per share; 10,000,000 shares of
	$1.00 par value capital shares authorized;
	2,107,448 shares outstanding)                           $   40,442,596

For federal income tax purposes, the identified cost of investments owned 
at November 30, 1995 was $33,779,426.

Net unrealized appreciation for federal income tax purposes was $6,739,603, 
which is comprised of unrealized appreciation of $9,071,398 and unrealized 
depreciation of $2,331,795.

*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.

<PAGE>
STATEMENT OF ASSETS
AND LIABILITIES
November 30, 1995

ASSETS:
Investments in securities:
  Common stocks, at market value 
  (identified cost $31,579,225)                      $   38,324,029
Repurchase agreement, at cost 
_ approximates market value                               2,195,000
  Total investments                                      40,519,029

  Dividends receivable                                       59,212
    Total assets                                         40,578,241

LIABILITIES AND NET ASSETS:
  Cash overdraft                                             22,704
  Payable for investments purchased                         112,941
    Total liabilities                                       135,645

NET ASSETS                                          $    40,442,596

NET ASSETS CONSIST OF:
  Capital (capital stock and paid-in capital)       $    31,502,037
  Accumulated undistributed income:
  Undistributed net investment income                       219,166
  Undistributed net realized gain on 
  investment transactions                                 1,976,589
    Net unrealized appreciation in value of 
    investments                                           6,744,804

NET ASSETS APPLICABLE TO OUTSTANDING SHARES         $    40,442,596

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

	Outstanding                                       2,107,448

NET ASSET VALUE PER SHARE                           $         19.19

<PAGE>

STATEMENT OF OPERATIONS
Year Ended November 30, 1995

INVESTMENT INCOME:
Income:
  Dividends                                                  $       594,344
  Interest                                                            70,337
								     664,681
Expenses (Note 2):
  Management fees                                                    528,499
  Registration fees and expenses                                      22,031
								     550,530
  Net investment income (Note 1-B)                                   114,151

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                               9,264,132
  Cost of investments sold                                         7,321,797
    Net realized gain from investment transactions                 1,942,335
Unrealized appreciation of investments:
  Beginning of year                                                2,153,897
  End of year                                                      6,744,804
  Unrealized appreciation of investments during 
  the year                                                         4,590,907
    Net gain on investments                                        6,533,242
      Increase in net assets resulting from operations         $   6,647,393


<PAGE>

STATEMENTS OF CHANGES
IN NET ASSETS
For The Two Years Ended November 30, 1995

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income                             $    114,151 $      48,431
Net realized gain from investment transactions       1,942,335       189,460
Unrealized appreciation (depreciation) of 
investments during the period                        4,590,907    (1,532,368)
  Net increase (decrease) in net assets 
  resulting from operations                          6,647,393    (1,294,477)
Net equalization included in the price of 
shares issued and redeemed                              (7,266)       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                           11,197,619    21,674,616
Net asset value of shares issued for 
reinvestment of distributions                          227,612       527,332 
						    11,425,231    22,201,948      
Cost of shares repurchased                         (13,313,350)  (13,524,953)
Net increase (decrease) from capital 
share transactions                                  (1,888,119)    8,676,995  
  Total increase in net assets                       4,514,099     6,842,186  

NET ASSETS:
 Beginning of year                                  35,928,497    29,086,311  
 End of year (including undistributed 
 net investment income of $219,166 in 
 1995 and $161,020 in 1994)                      $  40,442,596 $  35,928,497  

Shares issued and repurchased:
 Number of shares sold                                 651,909     1,256,848
 Number of shares issued for reinvestment 
 of distributions                                       14,388        30,482  
						       666,297     1,287,330
 Number of shares repurchased                         (773,550)     (791,675)
  Net increase (decrease)                             (107,253)      495,655 

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

<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, 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. The Fund has 
designated $189,460 as capital gain dividends.

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 were 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 year ended November 30,  1995 (excluding 
maturities of short-term commercial notes and repurchase agreements) are as 
follows:
	Purchases               $ 5,481,868                     
	Proceeds from sales              9,264,132

<PAGE>

FINANCIAL HIGHLIGHTS
Condensed data for a share of capital stock outstanding throughout each 
period.
<TABLE>                                   
<CAPTION>
							 Years Ended          For Period From
							 November 30,         August 5, 1991
					       1995  1994   1993    1992    to November 30, 1991*
</CAPTION>                                
<S>                                          <C>    <C>    <C>    <C>
Net asset value, beginning of period         $16.22 $16.92 $14.47 $12.07        $12.19        

Income (loss) from investment operations:
Net investment income (loss)                   .053   .020  (.019) (.020)         .052    
Net gains or losses on securities
(both realized and unrealized)                3.024  (.392) 2.501  2.455         (.172)
  Total from investment operations            3.077  (.372) 2.482  2.435         (.120)

Less distributions:
  Dividends from net investment income        (.022)    _      _   (.035)           _
  Distributions from capital gains            (.085) (.328) (.032)    _             _
    Total distributions                       (.107) (.328) (.032) (.035)           _
Net asset value, end of period               $19.19 $16.22 $16.92 $14.47        $12.07

Total return                                   19%    (2)%    17%    20%          (1)%

Ratios/Supplemental Data

Net assets, end of year (in millions)        $ 40    $  36 $  29  $  11        $    3
Ratio of expenses to average net assets      1.45%   1.50%  1.60%   1.83%        1.49%
Ratio of net investment income (loss) 
  to average net assets                       .30%    .14% (.14)%  (.11)%        .76%
Portfolio turnover rate                        15%      9%    18%     14%         13%

</TABLE>

*The Fund was capitalized on April 17, 1991 with $366,705, representing 
30,000 shares at a net asset value of $12.22 per share. 

Initial public offering was made on August 5, 1991, at which time net asset 
value was $12.19 per share.

Ratios for this initial period of operation are annualized.

<PAGE>

REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS

The Board of Directors and Shareholders of
Babson Enterprise Fund II, Inc.:

We have audited the accompanying statement of assets and liabilities, 
including the statement of net assets, of Babson Enterprise Fund II, Inc., 
as of November 30, 1995, the related statements of operations for the year 
then ended, changes in net assets for each of the two years in the period 
then ended, and the financial highlights for each of the four fiscal years 
in the period ended November 30, 1995 and for the period from August 5, 1991 
to November 30, 1991. 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. Our procedures included confirmation of 
investments owned as of November 30, 1995, by correspondence with the 
custodian. As to securities relating to uncompleted transactions, we 
performed other auditing procedures. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall financial statement 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 
Babson Enterprise Fund II, Inc. at November 30, 1995, the results of its 
operations and the changes in its net assets, and the financial highlights 
for the periods indicated above, in conformity with generally accepted 
accounting principles.


Kansas City, Missouri
December 28, 1995


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.







<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000873076
<NAME> BABSON ENTERPRISE FUND II INC
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               NOV-30-1995
<INVESTMENTS-AT-COST>                         33774225
<INVESTMENTS-AT-VALUE>                        40519029
<RECEIVABLES>                                    59212
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                40578241
<PAYABLE-FOR-SECURITIES>                        112941
<SENIOR-LONG-TERM-DEBT>                              0
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