BABSON D L BOND TRUST, 485BPOS, 1996-03-14

BABSON D L BOND TRUST
485BPOS, 1996-03-14

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Jones & Babson, Inc.
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108

March 13, 1996

Securities and Exchange Commission
450 5th Street N.W.
Washington, D. C. 20549

Re: D. L. Babson Bond Trust
File No. 2-10002
File No. 811-495
Post-Effective Amendment No. 96
and Amendment No 96 to
Registration Statement on Form N-1A
-----------------------------------

Ladies & Gentlemen:

Enclosed herewith is Post-Effective Amendment No. 96 on Form N-1A
pursuant to paragraph (b) of Rule 485.

The purpose of this filing is to update the prospectus and SAI
with current financial information.

Thank you very much for your consideration in this matter.

Sincerely,

John G. Dyer
John G. Dyer
Attorney
JGD:com
Encl.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 96 File No. 2-10002 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 96 File No. 811-495 [X]

D. L. BABSON BOND TRUST
(Exact Name of Registrant as Specified in Charter)

2440 Pershing Road, G-15 Kansas_City, Missouri 64108
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816) 471-5200

Larry D. Armel, Trustee, D. L. BABSON BOND TRUST
2440 Pershing Road, G-15, Kansas City,_Missouri 64108
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: March 31, 1996

It is proposed that this filing become effective:

X On March 31, 1996 pursuant to paragraph (b) of Rule 485

Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 of the
Investment Company Act of 1940, and will file its required Rule 24f-2
Notice for the Registrant's fiscal year ended November 30, 1996, by
January 30, 1997.

Please address inquiries and a carbon copy of all
and communications to: communications to:
John G. Dyer, Esq. Mark H. Plafker, Esq.
D.L. Babson Bond Trust Stradley, Ronon, Stevens & Young
2440 Pershing Road, G-15 2600 One Commerce Square
Kansas City, MO 64108 Philadelphia, PA 19103-7098
Telephone: (816) 471-5200 Telephone: (215) 564-8024
<PAGE>
D.L.BABSON BOND TRUST

CROSS REFERENCE SHEET

Form N-1A Item Number Location in Prospectus

Item 1. Cover Page . . . . . . . . . . . . . Cover Page

Item 2. Synopsis . . . . . . . . . . . . . . Not Applicable

Item 3. Condensed Financial Information . . Per Share Capital and
Income Changes

Item 4. General Description of Registrant. . Investment Objective
and Portfolio
Management Policy

Item 5. Management of the Fund . . . . . . . Trustees;
Management and
Investment Counsel

Item 6. Capital Stock and Other Securities . How to Purchase Shares;
How to Redeem Shares;
How Share Price is
Determined; General
Information and
History; Dividends,
Distributions and
their Taxation

Item 7. Purchase of Securities . . . . . . . Cover Page; How to
being Offered Purchase Shares;
Shareholder Services

Item 8. Redemption or Repurcdhase . . . . . How to Redeem Shares

Item 9. Pending Legal Proceedings . . . . . Not Applicable
<PAGE>
D.L. BABSON BOND TRUST
CROSS REFERENCE SHEET (Continued)

Location in Statement
of Additional
Form N-1A Item Number Information

Item 10. Cover Page . . . . . . . . . . . . . Cover Page

Item 11. Table of Contents . . . . . . . . . Cover Page

Item 12. General Information and History . . Investment Objectives
and Policies;Management

and Investment Counsel

Item 13. Investment Objectives and Policies . Investment Objectives
and Policies;
Investment Restrictions

Item 14. Management of the Fund . . . . . . . Management and
Investment Counsel;
Trustees

Item 15. Control Persons and Principal . . . Management and Invest-
Holders of Securities ment Counsel; Trustees

Item 16. Investment Advisory and other . . . Management of the Fund
Services

Item 17. Brokerage Allocation . . . . . . . . Portfolio Transactions

Item 18. Capital Stock and Other Securities . General Information
and History
(Prospectus);
Financial Statements

Item 19. Purchase, Redemption and Pricing . . How Share Purchases
of Securities Being Offered are Handled; Redemption
of Shares
Financial Statements

Item 20. Tax Status . . . . . . . . . . . . . Dividends,Distributions

and their Taxation
(Prospectus)

Item 21. Underwriters . . . . . . . . . . . . How the Fund's Shares
are Distributed

Item 22. Calculation of Yield Quotations . . Performance Measures
of Money Market Fund

Item 23. Financial Statements . . . . . . . . Financial Statements
<PAGE>
PROSPECTUS

March 31, 1996

D. L. BABSON BOND TRUST

Managed and Distributed By:
JONES & BABSON, INC.
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108

Toll-Free 1-800-4-BABSON
(1-800-422-2766)
In the Kansas City area 471-5200

Investment Counsel:
DAVID L. BABSON & CO. INC.
Cambridge, Massachusetts

INVESTMENT OBJECTIVE

The D.L. Babson Bond Trust offers two Portfolios with differing
maturity lengths to investors who share the Fund's objective of
providing maximum current income and reasonable stability of
principal, consistent with its quality and maturity standards, by
investing in a diversified portfolio of fixed income securities,
and who especially want the portfolio supervision of the staff of
David L. Babson & Co. Inc. This Fund is not intended to be a
complete investment program. (For a discussion of risk factors
see page 9 of this prospectus.)

PURCHASE INFORMATION

Minimum Investment
(each Portfolio selected)

Initial Purchase $ 500
Initial IRA and Uniform Transfers (Gifts)
to Minors Purchases $ 250
Subsequent Purchase:
By Mail $ 50
By Telephone or Wire $ 1,000
All Automatic Purchases $ 100

Shares are purchased and redeemed at net asset value. There are
no sales, redemption or Rule 12b-1 distribution
charges. If you need further information, please call
the Trust at the telephone numbers indicated.

ADDITIONAL INFORMATION

This prospectus should be read and retained for future reference.
It contains the information that you should know before you
invest. A "Statement of Additional Information" of the same date
as this prospectus has been filed with the Securities and
Exchange Commission and is incorporated by reference. Investors
desiring additional information about the Trust may obtain a copy
without charge by writing or calling the Trust.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS

Page
Fund Expenses 3
Financial Highlights 5
Investment Objective and Portfolio Management Policy 7
Repurchase Agreements 9
Risk Factors 9
Investment Restrictions 10
Performance Measures 10
How to Purchase Shares 11
Initial Investments 11
Investments Subsequent to Initial Investment 12
Telephone Investment Service 12
Automatic Monthly Investment Plan 13
How to Redeem Shares 13
Systematic Redemption Plan 15
How to Exchange Shares Between Babson Funds 15
How Share Price is Determined 16
Trustees and Officers 17
Management and Investment Counsel 17
General Information and History 19
Dividends, Distributions and Their Taxation 19
Shareholder Services 21
Shareholder Inquiries 22

<PAGE>

D.L. BABSON BOND TRUST
FUND EXPENSES

Portfolio L

Shareholder Transaction Expenses

Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends None
Deferred sales load None
Redemption fee None
Exchange fee None

Annual Fund Operation Expenses
(as a percentage of average net assets)

Management fees .95%
12b-1 fees None
Other expenses .02%
Total Fund operating expenses .97%

You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end
of each time period:

1 Year 3 Year 5 Year 10 Year
$10 $31 $54 $119

The above information is provided in order to assist you in
understanding the various costs and expenses that a shareholder
of the Fund will bear directly or indirectly. The expenses set
forth above are for the fiscal year ended November 30, 1995.
The example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than
those shown.

<PAGE>

D.L. BABSON BOND TRUST
FUND EXPENSES

Portfolio S

Shareholder Transaction Expenses

Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends None
Deferred sales load None
Redemption fee None
Exchange fee None

Annual Fund Operation Expenses
(as a percentage of average net assets)

Management fees .65%*
12b-1 fees None
Other expenses .02%
Total Fund operating expenses .67%

You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption
at the end of each time period:

1 Year 3 Year 5 Year 10 Year
$7 $21 $37 $83

* Reduced from .95% by the Board of Trustees through March 31,
1997.

<PAGE>

FINANCIAL HIGHLIGHTS

The following financial highlights for each of the ten years
in the period ended November 30, 1995, have been derived from
audited financial statements of D.L. Babson Bond Trust. Such
information for each of the five years in the period ended
November 30, 1995 should be read in conjunction with the
financial statements of the Trust and the report of Ernst & Young
LLP, independent auditors, appearing in the November 30, 1995
Annual Report to Shareholders which is incorporated by reference
in this prospectus. The information for each of the five years in
the period ended November 30, 1990 is not covered by the report
of Ernst & Young LLP.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO L 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986

Net asset value,
beginning of
year $ 1.47 $ 1.67 $ 1.62 $ 1.60 $ 1.53 $ 1.57 $ 1.52 $ 1.58 $ 1.68 $ 1.58

Income from investment
operations:

Net investment
income .108 .108 .116 .124 .130 .134 .140 .154 .150 .157

Net gains or losses on
securities (both realized
and unrealized) .110 (.149) .061 .020 .071 (.039) .051 (.018) (.140) .101

Total from
investment operations .218 (.041) .177 .144 .201 .095 .191 .136 .010 .258

Less distributions:

Dividends from net
investment
income (.108) (.108) (.116) (.124) (.131) (.135) (.141) (.196) (.110) (.158)

Distributions from
capital gains _ (.051) (.011) _ _ _ _ _ _ _

Total
Distributions (.108) (.159) (.127) (.124) (.131) (.135) (.141) (.196) (.110) (.158)

Net asset value,
end of year $ 1.58 $ 1.47 $ 1.67 $ 1.62 $ 1.60 $ 1.53 $ 1.57 $ 1.52 $ 1.58 $ 1.68

Total Return 15% (3)% 11% 9% 14% 6% 13% 8% 1% 16%

Ratios/Supplemental Data

Net assets, end of year
(in millions) $ 161 $ 140 $ 162 $ 142 $ 114 $ 90 $ 77 $ 66 $ 65 $ 70

Ratio of expenses to
average net
assets .97% .97% .98% .99% .98% .97% .97% .97% .97% .97%

Ratio of net investment
income to average
net assets 7.06% 6.95% 7.00% 7.67% 8.42% 8.81% 9.19% 9.99% 9.29% 9.42%

Portfolio turnover
rate 50% 40% 80% 54% 75% 51% 51% 43% 54% 41%
</TABLE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS

<S> <C> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO S 1995 1994 1993 1992 1991 1990 1989 1988*

Net asset value,
beginning of
year $ 9.43 $10.48 $10.33 $10.30 $ 9.85 $10.01 $ 9.82 $10.00

Income from investment
operations:

Net investment
income .726 .694 .718 .753 .808 .853 .810 .457

Net gains or losses on
securities (both realized
and unrealized) .470 (.899) .207 .054 .450 (.160) .190 (.18)

Total from
investment operations 1.196 (.205) .925 .807 1.258 .693 1.00 .277

Less distributions:

Dividends from net
investment
income (.726) (.694) (.718) (.753) (.808) (.853) (.810) (.457)

Distributions from
capital gains _ (.151) (.057) (.024) _ _ _ _

Total
Distributions (.726) (.845) (.775) (.777) (.808) (.853) (.810) (.457)

Net asset value,
end of year $ 9.90 $ 9.43 $10.48 $10.33 $10.30 $ 9.85 $10.01 $ 9.82

Total Return 13% (2)% 9% 8% 13% 7% 11% 3%

Ratios/Supplemental Data

Net assets, end of year
(in millions) $ 33 $ 30 $ 36 $ 31 $ 14 $ 7 $ 5 $ 3

Ratio of expenses to
average net
assets .67% .67% .68% .67% .66% .78% .91% .70%

Ratio of net investment
income to average
net assets 7.47% 7.02% 6.80% 7.22% 7.98% 8.65% 8.28% 7.68%

Ratio of expenses to
average net assets before
voluntary reduction of
management fee .97% .97% .98% .97% .96% 1.08% 1.21% _

Portfolio turnover
rate 57% 42% 147% 47% 60% 35% 27% 4%

<FN>
<F1>* Portfolio S became effective on March 31, 1988. On April 19,
1988, 10,875 shares were issued at a net asset value of $10.00
per share. The percentage amounts for the period from
April 19, 1988 to November 30, 1988 have been annualized.
</FN>
</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND
PORTFOLIO MANAGEMENT POLICY

Babson Bond Trust's investment objective is to provide
shareholders with maximum current income and reasonable stability
of principal, consistent with its quality and maturity standards,
by investing in a diversified portfolio of fixed-income
securities. (The Babson Bond Trust is a mutual fund organized as
a common law trust and may also be referred to throughout this
Prospectus as the Trust or the Fund.) The Trust offers two
portfolios: Portfolio L is expected to have a weighted average
maturity beyond five years, and Portfolio S is expected to have a
weighted average maturity of five years or less.

Each Portfolio normally will invest at least 80% of its assets in
debt securities such as: (1) direct or guaranteed obligations of
the U.S. government and its agencies, and (2) investment quality
debt securities issued by corporations or other business
organizations including notes and bonds.

In order to provide for unexpected redemptions and to enhance
portfolio flexibility, each Portfolio may, from time to time,
maintain a significant portion of its assets in reserves. These
reserves will be held in cash or short-term debt obligations such
as U.S. treasury bills, commercial paper, certificates of
deposit, bankers' acceptances and repurchase agreements.

The Fund's investment objective and policy as described in this
section will not be changed without approval of a majority of the
Fund's outstanding shares.

Although short-term trading profits are not a goal of the Trust,
it is possible that it may engage in trading activity in order to
take advantage of opportunities to enhance yield, protect
principal or improve liquidity.

For the fiscal years ended November 30, 1995, November 30, 1994
and November 30, 1993, the total dollar amount of brokerage
commissions paid by the Trust and the annual portfolio turnover
rate were as follows:

Portfolio L
Portfolio
Fiscal Brokerage Turnover
Year Commissions Rate

1995 None 50%
1994 None 40%
1993 None 80%

Portfolio S
Portfolio
Fiscal Brokerage Turnover
Year Commissions Rate

1995 None 57%
1994 None 42%
1993 None 147%

The Trust cannot guarantee that its objective will be achieved
because there are inherent risks in the ownership of fixed-income
investments. The value of each Portfolio's shares will reflect
changes in the market values of its investments which will vary
inversely with changes in interest rates. Dividends paid by the
Trust will vary according to the income it receives from its
investments. However, the Trust will seek, through careful
management and diversification, to reduce these risks and enhance
the opportunities for maximizing current income.

Portfolio Quality Standards

Each Portfolio's investments in securities issued by corporations
or other business organizations will usually be rated at the time
of purchase within the top three classifications of either
Moody's Investors Service, Inc. (Moody's) (Aaa, Aa and A) or
Standard & Poor's Corp. (S&P) (AAA, AA and A).

Up to 25% of a Portfolio's assets, however, may be invested in
securities rated Baa by Moody's Investors Service or BBB by
Standard & Poor's Corp. Bonds in this category are regarded as
having an adequate capacity to pay principal and interest. Such
bonds are considered investment grade but have speculative
characteristics. This policy

<PAGE>

may be changed by the Trust's Board
of Trustees. It is anticipated that the Trust will use
obligations secured by specific assets of the issuing corporation
(such as mortgage bonds and equipment trusts) as well as
unsecured debentures which represent claims on the general credit
of the issuer.

Each Portfolio will invest only in the following "U.S. Government
Securities:"

1. Direct obligations of the U.S. government such as
bills, notes, bonds and other debt securities issued by the U.S.
Treasury.

2. Obligations of U.S. government agencies and
instrumentalities which are secured by the full faith and credit
of the U.S. Treasury, such as securities of the Government
National Mortgage Association, the Export-Import Bank, or the
Student Loan Marketing Association, or which are secured by the
right of the issuer to borrow from the Treasury such as
securities issued by the Federal Financing Bank or the U.S.
Postal Service; or are supported by the credit of the government
agency or instrumentality itself, such as securities of the
Federal Home Loan Banks, Federal Farm Credit Banks, or the
Federal National Mortgage Association.

Each Portfolio may also invest, at the time of purchase, up to
20% of its assets in U.S. dollar-denominated securities issued in
the United States by: (1) the Canadian Federal Government or by
Canadian Provincial Governments including any agency or
instrumentality of either as long as their obligations are
guaranteed as to both principal and interest by either
government, and (2) by Canadian corporations so long as these
securities are rated at the time of purchase within the top three
classifications of either Moody's Investors Service, Inc. (Aaa,
Aa and A) or of Standard & Poor's Corp. (AAA, AA and A).

Each Portfolio may invest in commercial paper, including variable
rate master demand notes, of companies whose commercial paper is
rated P-1 or P-2 by Moody's or A-1 or A-2 by Standard & Poor's.
If not rated by either Moody's or Standard & Poor's, a company's
commercial paper, including variable rate master demand notes,
may be purchased if the company has an outstanding bond issue
rated A or higher by Moody's or by S&P.

Each Portfolio may invest in variable rate master demand notes
which represent a borrowing arrangement under a letter of
agreement between a commercial paper issuer and an institutional
lender. Applicable interest rates are determined on a formula
basis and are adjusted on a monthly, quarterly, or other term as
set out in the agreement. They vary as to the right of the lender
to demand payment. It is not generally contemplated that such
instruments will be traded, and there is no secondary market for
these notes, although they are redeemable (and thus immediately
repayable by the borrower) at face value, plus accrued interest,
at any time. In connection with variable rate master demand
notes, the Trust's investment manager will monitor on an on-going
basis the earning power, cash flow and other liquidity ratios of
the issuer, and the borrower's ability to pay principal and
interest on demand.

Each Portfolio may invest in certificates of deposit, bankers'
acceptances, and other commercial bank short-term obligations
issued domestically by United States banks having assets of at
least $1 billion and which are members of the Federal Deposit
Insurance Corporation, or such securities which may be issued by
holding companies of such banks.

Each Portfolio may invest in issues of the United States Treasury
or a United States government agency subject to repurchase
agreements. The use of repurchase agreements by the Fund involves
certain risks. For a discussion of these risks see "Risk Factors
Applicable to Repurchase Agreements."

<PAGE>

Portfolio Maturity Standards

In general, the average weighted maturity of Portfolio L will be
kept within a range of 7 to 15 years, and the average weighted
maturity of Portfolio S will be kept within a range of 2 to 5
years. It will be the policy of each Portfolio to include
maturities outside these ranges when they appear to be best
suited to its investment objective. Changes in interest rates
affect the price of each Portfolio's shares inversely. Normally,
an interest rate decline will result in a share price increase.
Conversely, as interest rates rise, share prices are likely to
decline. Future interest rates cannot be accurately and
consistently forecast. Nevertheless, when management believes
that interest rates are likely to rise in the future, it will
tend to shorten portfolio maturities so that it may reinvest
maturing holdings as soon as possible and thereby obtain higher
yields. When management believes that interest rates are likely
to fall in the future, it will seek to preserve and extend the
Trust's yields by lengthening the maturities of the portfolio
holdings.

REPURCHASE AGREEMENTS

A repurchase agreement involves the sale of securities to the
Trust with the concurrent agreement by the seller to repurchase
the securities at the Trust's cost plus interest at an agreed
rate upon demand or within a specified time, thereby determining
the yield during the purchaser's period of ownership. This result
is a fixed rate of return insulated from market fluctuations
during such period. Under the Investment Company Act of 1940,
repurchase agreements are considered loans by the Trust.

The Trust will enter into such repurchase agreements only with
United States banks having assets in excess of
$1 billion which are members of the Federal Deposit Insurance
Corporation, and with certain securities dealers who meet the
qualifications set from time to time by the Board of Trustees of
the Trust. The term to maturity of a repurchase agreement
normally will be no longer than a few days. Repurchase agreements
maturing in more than seven days and other illiquid securities
will not exceed 10% of the total assets of the Trust.

RISK FACTORS

Risk Factors
Peculiar to
Fixed Income Obligations

The yield and the principal value of fixed income instruments are
sensitive to fluctuations in interest rates, and it is possible
that an issuer may default. Each Portfolio will seek to minimize
these risks through diversification and careful selection among
securities considered to be high quality.

Risk Factors
Applicable to
Repurchase Agreements

The use of repurchase agreements involves certain
risks. For example, if the seller of the agreement defaults
on its obligation to repurchase the underlying securities
at a time when the value of these securities has declined,
the Trust may incur a loss upon disposition of them. If the
seller of the agreement becomes insolvent and subject to
liquidation or reorganization under the Bankruptcy Code
or other laws, disposition of the underlying securities may
be delayed pending court proceedings. Finally, it is
possible that the Trust may not be able to perfect its
interest in the underlying securities. While the Trust's
management acknowledges these risks, it is expected that
they can be controlled through stringent security selection
criteria and careful monitoring procedures.

<PAGE>

INVESTMENT RESTRICTIONS

In addition to the investment objective and portfolio
management policies set forth under the caption
"Investment Objective and Portfolio Management Policy," the
Trust is subject to certain other restrictions which may not
be changed without the approval of the lesser of: (1) at
least 67% of the voting securities present at a meeting if the
holders of more than 50% of the outstanding voting securities of
the Trust are present or represented by proxy, or (2) more than
50% of the outstanding voting securities of the Trust. Among
these restrictions, the more important ones are that the Trust
will not purchase the securities of any issuer if more than 5% of
the Trust's total assets would be invested in the securities of
such issuer, or the Trust would hold more than 10% of any class
of voting securities of such issuer; the Fund will not make any
loan (the purchase of a security subject to a repurchase
agreement or the purchase of a portion of an issue of publicly
distributed debt securities is not considered the making of a
loan); and the Trust will not borrow money, securities or other
property in any event or for any purpose whatsoever; or issue any
security senior to the shares authorized by the Trust Indenture.
The full text of these restrictions is set forth in the
"Statement of Additional Information."

There is no limitation with respect to investments in U.S.
Treasury bills, or other obligations issued or guaranteed by the
federal government, its agencies and instrumentalities.

PERFORMANCE MEASURES

From time to time, the Fund may advertise its performance in
various ways, as summarized below. Further discussion of these
matters also appears in the "Statement of Additional
Information." A discussion of Fund performance is included in the
Fund's Annual Report to Shareholders which is available from the
Fund upon request at no charge.

Total Return

The Fund may advertise "average annual total return" for each
Portfolio over various periods of time. Such total return figures
show the average percentage change in value of an investment in a
Portfolio from the beginning date of the measuring period to the
end of the measuring period. These figures reflect changes in the
price of the Funds' shares and assume that any income dividends
and/or capital gains distributions made by a Portfolio during the
period were reinvested in shares of the Portfolio. Figures will
be given for recent one-, five- and ten-year periods (if
applicable), and may be given for other periods as well (such as
from commencement of a Portfolio's operations, or on a
year-by-year basis). When considering "average" total return
figures for periods longer than one year, it is important to note
that a Portfolio's annual total return for any one year in the
period might have been greater or less than the average for the
entire period.

Performance Comparisons

In advertisements or in reports to shareholders, each Portfolio
may compare its performance to that of other mutual funds with
similar investment objectives and to bond or other relevant
indices. For example, the Fund may compare its performance to
rankings prepared by Lipper Analytical Services, Inc. (Lipper), a
widely recognized independent service which monitors the
performance of mutual funds. The Fund may compare its performance
to the Shearson/Lehman Government/Corporate Index, an unmanaged
index of government and corporate bonds. Performance information,
rankings, ratings, published editorial comments and listings as
reported in national financial publications such as Kiplinger's
Personal Finance Magazine, Business Week, Morningstar Mutual
Funds, Investor's Business Daily, Institutional Investor, The
Wall Street Journal, Mutual Fund Forecaster, No-Load Investor,

<PAGE>

Money, Forbes, Fortune and Barron's may also be used in comparing
performance of the Fund. Performance comparisons should not be
considered as representative of the future performance of any
Fund. Further information regarding the performance of the Fund
is contained in the "Statement of Additional Information."

Performance rankings, recommendations, published
editorial comments and listings reported in Money,
Barron's, Kiplinger's Personal Finance Magazine,
Financial World, Forbes, U.S. News & World Report,
Business Week, The Wall Street Journal, Investors
Business Daily, USA Today, Fortune and Stangers's may
also be cited (if the Fund is listed in any such publication)
or used for comparison, as well as performance listings
and rankings from Morningstar Mutual Funds, Personal
Finance, Income and Safety, The Mutual Fund Letter,
No-Load Fund Investor, United Mutual Fund Selector,
No-Load Fund Analyst, No-Load Fund X, Louis Rukeyser's
Wall Street newsletter, Donoghue's Money Letter, CDA
Investment Technologies, Inc., Wiesenberger Investment
Companies Service, and Donoghue's Mutual Fund
Almanac.

HOW TO PURCHASE SHARES

Shares are purchased at net asset value (no sales charge) from
the Fund through its agent, Jones & Babson, Inc., Three Crown
Center, 2440 Pershing Road, Suite G-15, Kansas City, MO 64108.
For information call toll free
1-800-4-BABSON (1-800-422-2766), or in the Kansas City area
471-5200. If an investor wishes to engage the services of any
other broker to purchase (or redeem) shares of the Fund, a fee
may be charged by such broker. The Fund will not be responsible
for the consequences of delays including delays in the banking or
Federal Reserve wire systems.

You do not pay a sales commission when you buy shares of the
Fund. Shares are purchased at each Portfolio's net asset value
(price) per share next effective after a purchase order and
payment have been received by the Fund. In the case of certain
institutions which have made satisfactory payment arrangements
with the Fund, orders may be processed at the net asset value per
share next effective after a purchase order has been received by
the Fund.

The Fund reserves the right in its sole discretion to withdraw
all or any part of the offering made by this prospectus or to
reject purchase orders when, in the judgment of management, such
withdrawal or rejection is in the best interest of the Fund and
its shareholders. The Fund also reserves the right at any time to
waive or increase the minimum requirements applicable to initial
or subsequent investments with respect to any person or class of
persons, which include shareholders of the Fund's special
investment programs. The Fund reserves the right to refuse to
accept orders for Fund shares unless accompanied by payment,
except when a responsible person has indemnified the Fund against
losses resulting from the failure of investors to make payment.
In the event that the Fund sustains a loss as the result of
failure by a purchaser to make payment, the Fund's underwriter,
Jones & Babson, Inc. will cover the loss.

INITIAL INVESTMENTS

Initial investments - By mail. You may open an account and make
an investment by completing and signing the application which
accompanies this prospectus. Make your check ($500 minimum for
each Portfolio selected unless your purchase is pursuant to an
IRA or the Uniform Transfers (Gifts) to Minors Act in which case
the minimum initial

<PAGE>

purchase is $250) payable to UMB Bank, n.a.
Mail your application and check to:

D.L. Babson Bond Trust
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108

Initial investments - By wire. You may purchase shares of a
Portfolio by wiring funds ($1,000 minimum for each Portfolio
selected) through the Federal Reserve Bank to the custodian, UMB
Bank, n.a. Prior to sending your money, you must call the Fund
toll free 1-800-4-BABSON
(1-800-422-2766) or in the Kansas City area 471-5200 and provide
it with the identity of the registered account owner, the
registered address, the Social Security or Taxpayer
Identification Number of the registered owner, the amount being
wired, the name and telephone number of the wiring bank and the
person to be contacted in connection with the order. You will
then be provided a Fund account number of the wiring bank and
the person to be contacted in connection with the order. You will
then be provided a Fund account number, after which you should
instruct your bank to wire the specified amount, along with the
account number and the account registration to:

UMB Bank, n.a.
Kansas City, Missouri, ABA #101000695
For D.L. Babson Bond Trust (insert name and number of Portfolio)
Portfolio L /AC=987032-6256
Portfolio S /AC=987032-6248
OBI=(Assigned Fund number and name in which
registered.)

A completed application must be sent to the Fund as soon as
possible so the necessary remaining information can be recorded
in your account. Payment of redemption proceeds will be delayed
until the completed application is received by the Fund.

INVESTMENTS SUBSEQUENT
TO INITIAL INVESTMENT

You may add to your Fund account at any time in amounts of $50 or
more if purchases are made by mail, or $1,000 or more if
purchases are made by wire or telephone. Automatic monthly
investments must be in amounts of $100 or more.

Checks should be mailed to the Fund at its address, but make them
payable to UMB Bank, n.a. Always identify your account number or
include the detachable reminder stub which accompanies each
confirmation.

Wire share purchases should include your account registration,
your account number and the Babson Fund (Portfolio) in which you
are purchasing shares. It also is advisable to notify the Fund by
telephone that you have sent a wire purchase order to the bank.

TELEPHONE INVESTMENT SERVICE

To use the Telephone Investment Service, you must first establish
your Fund account and authorize telephone orders of $1,000 or
more in the application form, or, subsequently, on a special
authorization form provided upon request. If you elect the
Telephone Investment Service, you may purchase Fund shares by
telephone and authorize the Fund to draft your checking account
for the cost of the shares so purchased. You will receive the
next available price after the Fund has received your telephone
call. Availability and continuance of this privilege is subject
to acceptance and approval by the Fund and all participating
banks. During periods of increased market activity, you may have
difficulty reaching the Fund by telephone, in which case you
should contact the Fund by mail or telegraph. The Fund will not
be responsible for the consequences of delays, including delays in
the banking or Federal Reserve wire systems.

<PAGE>

The Fund will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and if such
procedures are not followed, the Fund may be liable for losses
due to unauthorized or fraudulent instructions. Such procedures
may include, but are not limited to requiring personal
identification prior to acting upon instructions received by
telephone, providing written confirmations of such transactions,
and/or tape recording of telephone instructions.

The Fund reserves the right to initiate a charge for this service
and to terminate or modify any or all of the privileges in
connection with this service at any time upon 15 days written
notice to shareholders, and to terminate or modify the privileges
without prior notice in any circumstances where such termination
or modification is in the best interest of the Fund and its
investors.

AUTOMATIC MONTHLY
INVESTMENT PLAN

You may elect to make monthly investments in a constant dollar
amount from your checking account ($100 minimum). The Fund will
draft your checking account on the same day each month in the
amount you authorize in your application, or, subsequently, on a
special authorization form provided upon request. Availability
and continuance of this privilege is subject to acceptance and
approval by the Fund and all participating banks. If the date
selected falls on a day upon which the Fund shares are not
priced, investment will be made on the first date thereafter upon
which Fund shares are priced. The Fund will not be responsible
for the consequences of delays, including delays in the banking or
Federal Reserve wire systems.

HOW TO REDEEM SHARES

The Fund will redeem shares at the price (net asset value per
share) next computed after receipt of a redemption request in
"good order." (See "How Share Price is Determined.")

A written request for redemption, together with an endorsed share
certificate where a certificate has been issued, must be received
by the Fund in order to constitute a valid tender for redemption.
For authorization of redemptions by a corporation, it will also
be necessary to have an appropriate certified copy of resolutions
on file with the Fund before a redemption request will be
considered in "good order." In the case of certain institutions
which have made satisfactory redemption arrangements with the
Fund, redemption orders may be processed by facsimile or
telephone transmission at net asset value per share next
effective after receipt by the Fund. If an investor wishes to
engage the services of any other broker to redeem (or purchase)
shares of the Fund, a fee may be charged by such broker.

To be in "good order" the request must include the following:

(1) A written redemption request or stock assignment (stock
power) containing the genuine signature of each registered owner
exactly as the shares are registered, with clear identification
of the account by registered name(s) and account number and the
number of shares or the dollar amount to be redeemed;

<PAGE>

(2) any outstanding stock certificates representing shares
to be redeemed;

(3) signature guarantees as required (see Signature
Guarantees); and

(4) any additional documentation which the Fund may deem
necessary to insure a genuine redemption.

Where additional documentation is normally required to support
redemptions as in the case of corporations, fiduciaries, and
others who hold shares in a representative or nominee capacity,
such as certified copies of corporate resolutions, or
certificates of incumbency, or such other documentation as may be
required under the Uniform Commercial Code or other applicable
laws or regulations, it is the responsibility of the shareholder
to maintain such documentation on file and in a current status. A
failure to do so will delay the redemption. If you have questions
concerning redemption requirements, please write or telephone the
Fund well ahead of an anticipated redemption in order to avoid
any possible delay.

Requests which are subject to special conditions or which specify
an effective date other than as provided herein cannot be
accepted. All redemption requests must be transmitted to the Fund
at Three Crown Center, 2440 Pershing Road, Suite G-15, Kansas
City, Missouri 64108. The Fund will redeem shares at the price
(net asset value per share) next computed after receipt of a
redemption request in "good order." (See "How Share Price is
Determined.")

The Fund will endeavor to transmit redemption proceeds to the
proper party, as instructed, as soon as practicable after a
redemption request has been received in "good order" and
accepted, but in no event later than the third business day
thereafter. Transmissions are made by mail unless an expedited
method has been authorized and specified in the redemption
request. The Fund will not be responsible for the consequences of
delays including delays in the banking or Federal Reserve wire
systems.

Redemptions will not become effective until all documents in the
form required have been received. In the case of redemption
requests made within 15 days of the date of purchase, the Fund
will delay transmission of proceeds until such time as it is
certain that unconditional payment in federal funds has been
collected for the purchase of shares being redeemed or 15 days
from the date of purchase. You can avoid the possibility of delay
by paying for all of your purchases with a transfer of federal
funds.

Signature Guarantees are required in connection with all
redemptions by mail, or changes in share registration, except as
hereinafter provided. These requirements may be waived by the
Fund in certain instances where it appears reasonable to do so
and will not unduly affect the interests of other shareholders.
Signature(s) must be guaranteed by an "eligible Guarantor
institution" as defined under Rule 17Ad-15 in the Securities
Exchange Act of 1934. Eligible guarantor institutions include:
(1) national or state banks, savings associations, savings and
loan associations, trust companies, savings banks, industrial
loan companies and credit unions; (2) national securities
exchanges, registered securities associations and clearing
agencies; or (3) securities broker/dealers which are members of a
national securities exchange or clearing agency or which have a
minimum net capital of $100,000. A notarized signature will not
be sufficient for the request to be in proper form.

Signature guarantees will be waived for mail redemptions
of $10,000 or less, but they will be required if
the checks are to be payable t someone other than the
registered owner(s), or are to be mailed to and address
different from the registered address of the shareholder(s),
or where there appears to be a pattern of redemptions

<PAGE>

designed to circumvent the signature guarantee
requirement, or where the Fund has other reason to believe that
this requirement would be in the best interests of the Fund and
its shareholders.

The right of redemption may be suspended or the date of payment
postponed beyond the normal three-day period when the New York
Stock Exchange is closed or under emergency circumstances as
determined by the Securities and Exchange Commission.

Due to the high cost of maintaining smaller accounts, the Board
of Trustees has authorized the Fund to close shareholder accounts
where their value falls below the current minimum initial
investment requirement at the time of initial purchase as a
result of redemptions and not as the result of market action, and
remains below this level for 60 days after each such shareholder
account is mailed a notice of: (1) the Fund's intention to close
the account, (2) the minimum account size requirement, and (3)
the date on which the account will be closed if the minimum size
requirement is not met.

SYSTEMATIC REDEMPTION PLAN

If you own shares in an open account valued at $10,000 or more,
and desire to make regular monthly or quarterly withdrawals
without the necessity and inconvenience of executing a separate
redemption request to initiate each withdrawal, you may enter
into a Systematic Withdrawal Plan by completing forms obtainable
from the Fund. For this service, the manager may charge you a fee
not to exceed $1.50 for each withdrawal. Currently the manager
assumes the additional expenses arising out of this type of plan,
but it reserves the right to initiate such a charge at any time
in the future when it deems it necessary. If such a charge is
imposed, participants will be provided 30 days notice.

Subject to a $50 minimum, you may withdraw each period a
specified dollar amount. Shares also may be redeemed at a rate
calculated to exhaust the account at the end of a specified
period of time.

Dividends and capital gains distributions must be reinvested in
additional shares. Under all withdrawal programs, liquidation of
shares in excess of dividends and distributions reinvested will
diminish and may exhaust your account, particularly during a
period of declining share values.

You may revoke or change your plan or redeem all of your shares
remaining at any time. Withdrawal payments will be continued
until the shares are exhausted or until the Fund or you terminate
the plan by written notice to the other.

HOW TO EXCHANGE SHARES
BETWEEN BABSON FUNDS

Shareholders may exchange their Fund shares, which have been held
in open account for 30 days or more, and for which good payment
has been received for identically registered shares of any other
Babson Fund, or any other Portfolio in the Babson Fund Group
which is legally registered for sale in the state of residence of
the investor, except Babson Enterprise Fund, Inc., provided that
the minimum amount exchanged has a value of $1,000 or more and
meets the minimum investment requirement of the Fund or Portfolio
into which it is exchanged.

Effective at the close of business on January 31, 1992, the
Directors of the Babson Enterprise Fund, Inc. took action to
limit the offering of that Fund's shares. Babson Enterprise Fund,
Inc. will not accept any new accounts, including IRAs and other
retirement plans, until further notice, nor will Babson
Enterprise Fund accept transfers from shareholders of other
Babson Funds, who were not shareholders

<PAGE>

of record of Babson Enterprise Fund at the close of business
on January 31, 1992. Investors may want to consider purchasing
shares in Babson Enterprise Fund II, Inc. as an alternative.

To authorize the Telephone/Telegraph Exchange Privilege, all
registered owners must sign the appropriate section on the
original application, or the Fund must receive a special
authorization form, provided upon request. During periods of
increased market activity, you may have difficulty reaching the
Fund by telephone, in which case you should contact the Fund by
mail or telegraph. The Fund reserves the right to initiate a
charge for this service and to terminate or modify any or all of
the privileges in connection with this service at any time and
without prior notice under any circumstances where continuance of
these privileges would be detrimental to the Fund or its
shareholders such as an emergency, or where the volume of such
activity threatens the ability of the Fund to conduct business,
or under any other circumstances, upon 60 days written notice to
shareholders. The Fund will not be responsible for the
consequences of delays including delays in the banking or Federal
Reserve wire systems.

Exchanges by mail may be accomplished by a written request
properly signed by all registered owners identifying the account,
the number of shares or dollar amount to be redeemed for
exchange, and the Babson Fund into which the account is being
transferred.

If you wish to exchange part or all of your shares in a Portfolio
for shares of another Fund or Portfolio in the Babson Fund Group,
you should review the prospectus of the Fund to be purchased,
which can be obtained from Jones & Babson, Inc. Any such exchange
will be based on the respective net asset values of the shares
involved. An exchange between Funds involves the sale of an
asset. Unless the shareholder account is tax-deferred, this is a
taxable event.

HOW SHARE PRICE IS DETERMINED

In order to determine the price at which new shares of each
Portfolio will be sold and at which issued shares presented for
redemption will be liquidated, the net asset value per share is
computed once daily, Monday through Friday, at the specific time
during the day that the Board of Trustees sets at least annually,
except on days on which changes in the value of portfolio
securities will not materially affect the net asset value, or
days during which no security is tendered for redemption and no
order to purchase or sell such security is received by the Fund,
or customary holidays. For a list of the holidays during which
the Fund is not open for business, see "How Share Price is
Determined" in the "Statement of Additional Information."

The price at which new shares of each Portfolio will be sold and
at which issued shares presented for redemption will be
liquidated is computed once daily at 4:00 P.M. (Eastern Time),
except on those days when the Fund is not open for business.

The per share calculation is made by subtracting from each
Portfolio's total assets any liabilities and then dividing into
this amount the total outstanding shares as of the date of the
calculation.

Debt securities (other than short-term obligations), including
listed issues, are valued on the basis of valuations

<PAGE>

furnished by a pricing service which utilizes both
dealer-supplied valuations and electronic data
processing techniques which take into account
appropriate factors such as institution-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type
of issue, trading characteristics and other market data, without
exclusive reliance upon exchange or over-the-counter prices,
since such valuations are believed to reflect more accurately the
fair value of such securities. Use of the pricing service has
been approved by the Trust's Board of Trustees. Short-term
obligations are valued at amortized cost, which constitutes fair
value as determined by the Board of Trustees. If acquired,
preferred stocks, common stocks, and warrants, if listed on an
exchange, will be valued at the last sale price on the principal
exchange upon which the security is traded on the Trust
evaluation date. If not traded, or if unlisted, the security is
valued at the mean between the last current bid and asked prices.
Portfolio securities for which there are no such quotations or
valuations are valued at fair value as determined in good faith
by or at the direction of the Board of Trustees.

TRUSTEES AND OFFICERS

The officers of the Fund manage its day-to-day operations. The
Fund's manager and its officers are subject to the supervision
and control of the Board of Trustees. A list of the trustees and
officers of the Fund and a brief statement of their present
positions and principal occupations during the past five years is
set forth in the "Statement of Additional Information."

MANAGEMENT AND INVESTMENT COUNSEL

Jones & Babson, Inc. was founded in 1960. It assumed the
management of the Trust on March 1, 1972. Jones & Babson, Inc.
also acts as the Trust's principal underwriter. Pursuant to the
current Management Agreement, Jones & Babson, Inc. provides or
pays the cost of all management, supervisory and administrative
services required in the normal operation of the Trust. This
includes investment management and supervision; fees of the
custodian, independent auditors and legal counsel; remuneration
of Trustees, officers and other personnel; rent; shareholder
services, including the maintenance of the shareholder accounting
system and transfer agency; and such other items as are
incidental to the Trust's administration.

Not considered normal operating expenses, and therefore payable
by the Trust, are taxes, fees and other charges of governments
and their agencies including the cost of qualifying the Trust's
shares for sale in any jurisdiction, interest, brokerage costs,
dues, and all costs and expenses, including but not limited to
legal and accounting fees incurred in anticipation of or arising
out of litigation or administrative proceedings to which the
Trust, its trustees or officers may be subject or a party
thereto.

As a part of the Management Agreement, Jones &
Babson, Inc. employs at its own expense David L. Babson & Co.
Inc. as its investment counsel to assist in the investment
advisory function. David L. Babson & Co. Inc. is an investment
counseling firm founded in 1940. It serves a broad variety of
individual, corporate and other institutional clients by
maintaining an extensive research and analytical staff. It has an
experienced investment analysis and research staff which
eliminates L. Babson & Co. Inc. as its investment counsel to
assist in the investment advisory function. David L. Babson & Co.
Inc. is an investment counseling firm founded in 1940. It serves
a broad variety of individual, corporate and other institutional
clients by maintaining an extensive research and analytical
staff. It has an experienced investment analysis and research
staff which eliminates the need for Jones & Babson, Inc. and the
Trust to maintain an extensive duplicate staff, with the
consequent increase in the cost of investment advisory service.
The cost of the services of David L. Babson & Co. Inc. is
included in the fee of Jones & Babson, Inc. The Management
Agreement limits the liability of the manager and its investment
counsel, as well as their officers, directors and personnel, to
acts or omissions involving willful malfeasance, bad faith, gross
negligence, or reckless disregard of their duties. Edward L.
Martin became the manager of Babson Bond Trust in 1984,

<PAGE>

and also heads the Babson fixed income department. A
Chartered Financial Analyst with over 20 years of
investment management experience, he joined David L.
Babson & Co. in 1984.

As compensation for all the foregoing services, Portfolio
L and Portfolio S pay Jones & Babson, Inc. a fee amounting
to 95/100 of one percent (95%) of each Portfolio's average
daily net assets except that during the period form May 1,
1988 through March 31, 1997 Jones & Babson has waived
30/100 of one percent (.30%) of the fee for Portfolio S with
the effect that the fee charged for Portfolio S is 65/100 of
one percent (.65%).

The annual fee charged by Jones & Babson, Inc. is higher than the
fees of most other investment advisers whose charges cover only
investment advisory services with all remaining operational
expenses absorbed directly by the Fund. Yet, it compares
favorably with these other advisers when all expenses to Trust
shareholders are taken into account. Jones & Babson, Inc. pays
David L. Babson & Co. Inc. a fee of 25/100 of one percent (.25%)
of the average daily total net assets, which is computed daily
and paid semimonthly. This fee has been reduced to 15/100 of one
percent (.15%) for Portfolio S until March 31, 1997. The total
expenses of Portfolio L for the fiscal year ended November 30,
1995 amounted to 97/100 of one percent (.97%) of its average net
assets. The total expenses of Portfolio S for the fiscal year
ended November 30, 1995 amounted to 67/100 of one percent (.67%)
of its average net assets. In order to reduce the expense ratio
of Portfolio S during its initial periods of operations, while
expenses relative to income may otherwise be higher than
anticipated, the Fund's manager, Jones & Babson, Inc., has waived
30/100 of one percent (.30%) of the fee for Portfolio S with the
effect that the fee charged for Portfolio S is
65/100 of one percent (.65%) during the period from
May 1, 1988 through March 31, 1997.

Certain officers and trustees of the Trust are also officers or
directors or both of other Babson Funds, Jones & Babson, Inc. or
David L. Babson & Co. Inc.

Jones & Babson, Inc. is a wholly-owned subsidiary of Business
Men's Assurance Company of America which is considered to be a
controlling person under the Investment Company Act of 1940.
Assicurazioni Generali S.p.A., an insurance organization founded
in 1831 based in Trieste, Italy, is considered to be a
controlling person and is the ultimate parent of Business Men's
Assurance Company of America. Mediobanca is a 5% owner of
Generali.

David L. Babson & Co. Inc. is a wholly-owned subsidiary of
Massachusetts Mutual Life Insurance Company headquartered in
Springfield, Massachusetts. Massachusetts Mutual Life Insurance
Company is an insurance organization founded in 1851 and is
considered to be a controlling person of David L. Babson & Co.
Inc., under the Investment Company Act of 1940.

The current Management Agreement between the Trust and Jones &
Babson, Inc., which includes the Investment Counsel Agreement
between Jones & Babson, Inc. and David L. Babson & Co. Inc., will
continue in effect until October 31, 1996, and will continue
automatically for successive annual periods ending each October
31 so long as such continuance is specifically approved at least
annually by the Board of Trustees of the Trust or by the vote of
a majority of the outstanding voting securities of the Trust, and
provided also that such continuance is approved by a vote of the
majority of the Trustees who are not parties to the Agreements or
interested persons of any such party at a meeting held in person
and called specifically for the purpose of evaluating and voting
on such approval. Both Agreements provide that either party may
terminate by giving the other 60 days written notice. The
Agreements terminate automatically if assigned by either party.

<PAGE>

GENERAL INFORMATION AND HISTORY

The Trust was organized in Kansas City, Missouri, as a common law
trust under an Agreement and Declaration of Trust dated November
2, 1944, which was amended and restated on February 24, 1989. It
originally was known as Mutual Trust. When it came under the
management of Jones & Babson, Inc., its name was changed to
Babson (D.L.) Income Trust. On February 14, 1984, shareholders
changed its name to D.L. Babson Bond Trust. On March 31, 1988,
the issued and outstanding shares of beneficial interest of the
Trust were redesignated as "Portfolio L" (longer term) and a
second class or series of shares known as "Portfolio S" (shorter
term) was created. The Trust is an open-end, diversified,
fully-managed investment company commonly known as a mutual fund.
Each full and fractional share, when issued and outstanding, has:
(1) equal voting rights with respect to matters which affect the
Trust in general and with respect to matters relating solely to
the interests of the Portfolio for which issued, and (2) equal
dividend, distribution and redemption rights to the assets of the
Portfolio for which issued and to general assets, if any, of the
Trust which are not specifically allocated to either Portfolio.
Shares when issued are fully paid and non-assessable. Except for
the priority of each share in the assets of its Portfolio, the
Fund will not issue any class of securities senior to any other
class. The initial par value of the shares was $1.00 each. On
September 30, 1955, this was changed to $0.25 each, and three
additional shares at that time were issued for each share then
outstanding. Shareholders do not have pre-emptive or conversion
rights.

Non-cumulative voting - These shares have non-cumulative voting
rights, which means that the holders of more than 50% of the
shares voting for the election of Trustees can elect 100% of the
Trustees, if they choose to do so, and in such event, the holders
of the remaining less than 50% of the shares voting will not be
able to elect any Trustees.

The Fund's Agreement and Declaration of Trust permits the Fund to
operate without an annual meeting of shareholders under specified
circumstances if an annual meeting is not required by the
Investment Company Act of 1940. There are procedures whereby the
shareholders may remove trustees. These procedures are described
in the "Statement of Additional Information" under the caption
"Officers and Trustees." The Fund has adopted the appropriate
provisions in its By-Laws and may not, at its discretion,
hold annual meetings of shareholders for the following
purposes unless required to do so: (1) election of trustees;
(2) approval of any investment advisory agreement;
(3) (3) ratificaisory agreement; (3) ratification
of the selection of independent auditors; and (4) approval of a
distribution plan. As a result, the Fund does not intend to hold
annual meetings.

The Fund may use the name "Babson" in its name so
long as Jones & Babson, Inc. is continued as manager and David L.
Babson & Co. Inc. as its investment counsel. Complete details
with respect to the use of the name are set out in the Management
Agreement between the Fund and Jones & Babson, Inc.

This prospectus omits certain of the information contained in the
registration statement filed with the Securities and Exchange
Commission, Washington, D.C. These items may be inspected at the
offices of the Commission or obtained from the Commission upon
payment of the fee prescribed.

DIVIDENDS, DISTRIBUTIONS AND THEIR TAXATION

At the close of each business day, dividends consisting of
substantially all of each Portfolio's net investment income are
declared payable to shareholders of record at the close of the
previous business day, and credited to their accounts. All daily
dividends declared during a given month will be distributed on
the last day of the month. Dividends and

<PAGE>

capital gains distributions, if any, are automatically
reinvested in additional shares at net asset value, unless the
shareholder has elected in writing to receive cash.
The method of payment elected remains in
effect until the Fund is notified in writing to the contrary. If
at the time of a complete redemption and closing of a shareholder
account, there is net undistributed income to the credit of the
shareholder, it will be paid by separate check on the next
dividend distribution date. In the case of a partial redemption,
any net undistributed credit will be distributed on the next
dividend date according to the shareholder's instructions on file
with the Fund. Shares begin earning income on the day following
the effective date of purchase. Income earned by the Fund on
weekends, holidays and other days on which the Fund is closed for
business is declared as a dividend on the next day on which the
Fund is open for business, except for month-ends when such
dividend is declared as of the last day of the month.

The Fund paid dividends each quarter from its inception to March,
1988, and has paid monthly dividends from April, 1988 through the
end of its current fiscal year, November 30, 1995. Past
dividends, however, are no guarantee of future payouts.

Each Portfolio within the Fund has qualified and intends to
continue to qualify for taxation as a "regulated investment
company" under the Internal Revenue Code so that each Portfolio
will not be subject to federal income tax to the extent it
distributes its income to shareholders. Dividends, either in cash
or reinvested in shares, paid by a Portfolio from net investment
income will be taxable to shareholders as ordinary income. Due to
the make-up of each Portfolio, it is anticipated that only a
small portion, if any, of dividends paid will qualify for the 70%
dividends-received deduction for corporations. The portion of the
dividends so qualified depends on the aggregate taxable
qualifying dividend income received by each Portfolio from
domestic (U.S.) sources. The Fund will send to shareholders a
statement each year advising the amount of the dividend income
which qualifies for such treatment.

Whether paid in cash or additional shares of a Portfolio, and
regardless of the length of time the shares in such Portfolio
have been owned by the shareholder, distributions from long-term
capital gains are taxable to shareholders as such, but are not
eligible for the dividends-received deduction for corporations.
Shareholders are notified annually by the Fund as to federal tax
status of dividends and distributions paid by a Portfolio. Such
dividends and distributions may also be subject to state and
local taxes.

Exchange and redemption of Fund shares are taxable events for
federal income tax purposes. Shareholders may also be subject to
state and municipal taxes on such exchanges and redemptions. You
should consult your tax adviser with respect to the tax status of
distributions from the Fund in your state and locality.

Each Portfolio intends to declare and pay dividends and capital
gains distributions so as to avoid imposition of the federal
excise tax. To do so, each Portfolio expects to distribute an
amount equal to: (1) 98% of its calendar year ordinary income;
(2) 98% of its capital gains net income (the excess of short- and
long-term capital gain over short- and long-term capital loss)
for the one-year period ending each November 30; and (3) 100% of
any undistributed ordinary or capital gain net income from the
prior calendar year. Dividends declared in October, November or
December and made payable to shareholders of record in such a
month are deemed to have been paid by the Fund and received by
shareholders on December 31 of such year, so long as the
dividends are actually paid before February 1 of the following
year.

<PAGE>

To comply with IRS regulations, the Fund is required by federal
law to withhold 31% of reportable payments (which may include
dividends, capital gains distributions, and redemptions) paid to
shareholders who have not complied with IRS regulations. In order
to avoid this withholding requirement, shareholders must certify
on their Application, or on a separate form supplied by the Fund,
that their Social Security or Taxpayer Identification Number
provided is correct and that they are not currently subject to
backup withholding, or that they are exempt from backup
withholding.

The federal income tax status of all distributions will be
reported to shareholders each January as a part of the annual
statement of shareholder transactions. Shareholders not subject
to tax on their income will not be required to pay tax on amounts
distributed to them.

THE TAX DISCUSSION SET FORTH ABOVE IS
INCLUDED HEREIN FOR GENERAL INFORMATION
ONLY. PROSPECTIVE INVESTORS SHOULD CONSULT
THEIR OWN TAX ADVISERS WITH RESPECT
TO THE TAX CONSEQUENCES TO THEM
OF AN INVESTMENT IN THE FUND.

SHAREHOLDER SERVICES

The Fund and its manager offer shareholders a broad variety of
services described throughout this prospectus. In addition, the
following services are available:

Automatic Monthly Investment - You may elect to make monthly
investments in a constant dollar amount from your checking
account ($100 minimum). The Fund will draft your checking account
on the same day each month in the amount you authorize in your
application, or, subsequently, on a special authorization form
provided upon request.

Automatic Reinvestment - Dividends and capital gains
distributions may be reinvested automatically, or shareholders
may elect to have dividends paid in cash and capital gains
reinvested, or to have both paid in cash.

Telephone Investments - You may make investments of $1,000 or
more by telephone if you have authorized such investments in your
application, or, subsequently, on a special authorization form
provided upon request. See "Telephone Investment Service."

Automatic Exchange - You may exchange shares from your account
($100 minimum) in any of the Babson Funds to an identically
registered account in any other fund in
the Babson Group except Babson Enterprise Fund, Inc. according to
your instructions. Monthly exchanges will be continued until all
shares have been exchanged or until you terminate the Automatic
Exchange authorization. A special authorization form will be
provided upon request.

Transfer of Ownership - A shareholder may transfer shares to
another shareholder account. The requirements which apply to
redemptions apply to transfers. A transfer to a new account must
meet initial investment requirements.

Systematic Redemption Plan - Shareholders who own shares in open
account valued at $10,000 or more may arrange to make regular
withdrawals without the necessity of executing a separate
redemption request to initiate each withdrawal.

Sub-Accounting - Keogh and corporate tax qualified retirement
plans, as well as certain other investors who must maintain
separate participant accounting records, may meet these needs
through services provided by the Fund's manager, Jones & Babson,
Inc. Investment minimums may be met by accumulating the separate
accounts of the group. Although there is currently no charge for
sub-accounting, the Fund and its manager reserve the right to
make reasonable charges for this service.

<PAGE>

Prototype Retirement Plans - Jones & Babson, Inc. offers a
defined contribution prototype plan - The Universal Retirement
Plan - which is suitable for all who are self-employed, including
sole proprietors, partnerships, and corporations. The Universal
Prototype includes both money purchase pension and profit-sharing
plan options.

Individual Retirement Accounts - Also available is an Individual
Retirement Account (IRA). The IRA uses the IRS model form of plan
and provides an excellent way to accumulate a retirement fund
which will earn tax-deferred dollars until withdrawn. An IRA may
also be used to defer taxes on certain distributions from
employer-sponsored retirement plans. You may contribute up to
$2,000 of compensation each year ($2,250 if a spousal IRA is
established), some or all of which may be deductible. Consult
your tax adviser concerning the amount of the tax deduction, if
any.

Simplified Employee Pensions (SEPs) - The Jones & Babson IRA may
be used with IRS Form 5305 - SEP to establish a SEP-IRA, to which
the self-employed individual may contribute up to 15% of net
earned income or $30,000, whichever is less. A SEP-IRA offers the
employer the ability to make the same level of deductible
contributions as a Profit-Sharing Plan with greater ease of
administration, but less flexibility in plan coverage of
employees.

SHAREHOLDER INQUIRIES

Telephone inquiries may be made toll free to the Fund,
1-800-4-BABSON (1-800-422-2766), or in the Kansas City area
471-5200.

Shareholders may address written inquiries to the
Fund at:

D.L. Babson Bond Trust
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, MO 64108

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

TRANSFER AGENT

JONES & BABSON, INC.
Kansas City, Missouri

<PAGE>

PART B

D. L. BABSON BOND TRUST

STATEMENT OF ADDITIONAL INFORMATION

March 31, 1996

This Statement is not a prospectus but should be
read in conjunction with the Fund's current Prospectus
dated March 31, 1996. To obtain the Prospectus please call
the Fund toll-free 1-800-4-BABSON (1-800-422-
2766), or in the Kansas City area 471-5200.

TABLE OF CONTENTS

Investment Objective and Policies
Portfolio Transactions
Investment Restrictions
Performance Measures
How the Fund's Shares are Distributed
How Share Purchases are Handled
Redemption of Shares
Signature Guarantees
Management and Investment Counsel
How Share Price is Determined
Trustees and Officers
Custodian
Independent Auditors
Other Jones & Babson Funds
Fixed Income Securities Described and Ratings
Financial Statements

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The following policies supplement the Fund's
investment objective and policies set forth in the
Prospectus. The D. L. Babson Bond Trust is a mutual
fund organized as a common law trust and may also be
referred to throughout the Prospectus and this
"Statement of Additional Information" as the Trust or
the Fund.

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for the Fund are
made by Jones & Babson, Inc. pursuant to
recommendations by David L. Babson & Co. Inc.
Trustees of the Fund and officers of Jones & Babson,
Inc. are generally responsible for implementing or
supervising these decisions, including allocation of
portfolio brokerage and principal business and the
negotiation of commissions and/or the price of the
securities. In instances where securities are purchased
on a commission basis the Fund will seek competitive
and reasonable commission rates based on the
circumstances of the trade involved and to the extent
that they do not detract from the quality of the
execution.

The Fund, in purchasing and selling portfolio
securities, will seek the best available combination of
execution and overall price (which shall include the
cost of the transaction) consistent with the
circumstances which exist at the time. The Fund does
not intend to solicit competitive bids on each
transaction. The Fund expects that purchases and sales
of portfolio securities usually will be principal
transactions from a principal market maker for the
securities, unless it appears that a better combination of
price and execution may be obtained elsewhere.
Usually there will be no brokerage commission paid by
the Fund for such purchases. Purchases from
underwriters of portfolio securities will include a
commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as
market makers will include the spread between the bid
and asked price.

The Fund believes it is in its best interest and that of
its shareholders to have a stable and continuous
relationship with a diverse group of financially strong
and technically qualified broker-dealers who will
provide quality executions at competitive rates.
Broker-dealers meeting these qualifications also will be
selected for their demonstrated loyalty to the Fund,
when acting on its behalf, as well as for any research or
other services provided to the Fund. When buying
securities in over-the-counter markets, the Fund will
select a broker who maintains a primary market for the
security unless it appears that a better combination of
price and execution may be obtained elsewhere. The
Fund normally will not pay a higher commission rate
to broker-dealers providing benefits or services to it
than it would pay to broker-dealers who do not provide
it such benefits or services. However, the Fund
reserves the right to do so within the principles set out
in Section 28(e) of the Securities Exchange Act of
1934 when it appears that this would be in the best
interests of the shareholders.

No commitment is made to any broker or dealer with
regard to placing of orders for the purchase or sale of
Fund portfolio securities, and no specific formula is
used in placing such business. Allocation is reviewed
regularly by both the Board of Trustees of the Trust
and Jones & Babson, Inc.

Since the Fund does not market its shares through
intermediary brokers or dealers, it is not the Fund's
practice to allocate brokerage or principal business on
the basis of sales of its shares which may be made
through such firms. However, it may place portfolio
orders with qualified broker-dealers who recommend
the Fund to other clients, or who act as agents in the
purchase of the Fund's shares for their clients.

Research services furnished by broker-dealers may
be useful to the Fund manager and its investment
counsel in serving other clients, as well as the Fund.
Conversely, the Fund may benefit from research
services obtained by the manager or its investment
counsel from the placement of portfolio brokerage of
other clients.

When it appears to be in the best interests of its
shareholders, the Fund may join with other clients of
the manager and its investment counsel in acquiring or
disposing of a portfolio holding. Securities acquired or
proceeds obtained will be equitably distributed between
the Fund and other clients participating in the
transaction. In some instances, this investment
procedure may affect the price paid or received by the
Fund or the size of the position obtained by the Fund.

INVESTMENT RESTRICTIONS

In addition to the investment objective and portfolio
management policies set forth in the Prospectus under
the caption "Investment Objective and Portfolio
Management Policy," the following restrictions also
may not be changed without approval of the "holders of
a majority of the outstanding shares" of the Fund or the
affected Portfolio series.

The Fund will not: (1) purchase any investment
security for credit or on margin, except such short-term
credits as are necessary for the clearance of
transactions; (2) participate on a joint or a joint-and-
several basis in any trading account in securities; (3)
sell any securities short; (4) borrow money, securities
or other property in any event or for any purpose
whatsoever, or issue any security senior to the shares
authorized by the Trust Indenture; (5) lend money,
securities or other assets of the Trust for any purpose
whatsoever, provided however, that the acquisition of
any publicly distributed securities shall not be held or
construed to be the making of a loan; (6) mortgage,
pledge, hypothecate or encumber in any manner
whatsoever any investment securities at any time
owned or held by the Trust; (7) underwrite or
participate in the underwriting of any securities; (8)
purchase shares of other investment companies except
in the open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation; (9)
acquire any security issued by any issuer in which an
officer, director or stockholder of such issuer is a
Trustee of the Trust or an officer or director of a
principal underwriter (as defined in the Investment
Company Act of 1940) if after the purchase of such
security one or more of the Trustees owns beneficially
more than one-half (1/2) of one per centum (1%) of
the capital stock of such issuer and such Trustees
together own beneficially more than five per centum
(5%) of the capital stock of such issuer; (10) acquire
any security of another issuer if immediately after and
as a result of such acquisition the market value of such
securities of such other issuer shall exceed five per
centum (5%) of the market value of the total
assets of the Trust or the Trust shall own more
than ten per centum (10%) of the outstanding voting
securities of such issuer. This restriction does not apply
to securities issued by the United States or any state,
county, or municipality thereof; (11) invest more than
25% of the value of its assets in any one industry; (12)
engage in the purchase or sale of real estate or
commodities; (13) invest in companies for the purpose
of exercising control of management; (14) purchase
any securities which are subject to legal or contractual
restrictions, i.e., restricted securities which may not be
distributed publicly without registration under the
Securities Act of 1933.

In addition to the fundamental investment
restrictions set out above, in order to comply with the
law or regulations of various States, the Fund will not
engage in the following practices: (1) invest in
securities which are not readily marketable or in
securities of foreign issuers which are not listed on a
recognized domestic or foreign securities exchange; (2)
write put or call options; (3) invest in oil, gas and other
mineral leases or arbitrage transactions; (4) purchase
or sell real estate (including limited partnership
interests, but excluding readily marketable interests in
real estate investment trusts or readily marketable
securities of companies which invest in real estate); or
(5) purchase securities of issuers which the company is
restricted from selling to the public without registration
under the Securities Act of 1933, including Rule
144(a) securities.

Certain states also require that the Fund's
investments in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of the Fund's
net assets. Included within that amount, but not to
exceed 2% of the value of the Fund's net assets, may be
warrants which are not listed on the New York or
American Stock Exchange. Warrants acquired by the
Fund in units or attached to securities may be deemed
to be without value for purposes of this limitation.

PERFORMANCE MEASURES

Total Return

The Fund's "average annual total return" figures
described and shown below are computed according to
a formula prescribed by the Securities and Exchange
Commission. The formula can be expressed as follows:
P(1+T)n = ERV

Where: P = a hypothetical initial payment of
$1000

T = average annual total return

n = number of years

ERV = Ending Redeemable Value of a
hypothetical $1000 payment made
at the beginning of the 1, 5, or 10
year (or other) periods at the end of
the 1,5, or 10 year (or other)
periods (or fractional portions
thereof);

The table below shows the average total return for
the Fund for the specified periods.

Portfolio L Portfolio S

For the one year
12/1/94-11/30/95 15.28% 13.10%

For the five years
12/1/90-11/30/95 9.17% 8.18%

For the ten years
12/1/85-11/30/95 9.05% N/A

From
commencement
of operation
to 11/30/95* 7.73% 8.07%
____________________________________________

* Portfolio L commenced operation November 2, 1944.
*Portfolio S commenced operation April 19, 1988.

HOW THE FUND'S SHARES ARE
DISTRIBUTED

Jones & Babson, Inc., as agent of the Trust, agrees to
supply its best efforts as sole distributor of the Trust's
shares and, at its own expense, pay all sales and
distribution expenses in connection with their offering
other than registration fees and other government
charges.

Jones & Babson, Inc. does not receive any fee or
other compensation under the distribution agreement
which continues in effect until October 31, 1996, and
which will continue automatically for successive
annual periods ending each October 31, if continued at
least annually by the Trustees, including a majority of
those Trustees who are not parties to such Agreements
or interested persons of any such party. It terminates
automatically if assigned by either party or upon 60
days written notice by either party to the other.

Jones & Babson, Inc. also acts as sole distributor of
the shares for David L. Babson Growth Fund, Inc., D.
L. Babson Money Market Fund, Inc., D. L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise Fund,
Inc., Babson Enterprise Fund II, Inc., Babson Value
Fund, Inc., Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc., Scout Stock Fund, Inc.,
Scout Bond Fund, Inc., Scout Money Market Fund,
Inc., Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund, Inc.,
Scout Balanced Fund, Inc., Buffalo Balanced Fund,
Inc., Buffalo Equity Fund, Inc., Buffalo High Yield
Fund, Inc. and Buffalo USA Global Fund, Inc.

HOW SHARE PURCHASES ARE HANDLED

Each order accepted will be fully invested in whole
and fractional shares, unless the purchase of a certain
number of whole shares is specified, at the net asset
value per share next effective after the order is
accepted by the Fund.

Each investment is confirmed by a year-to-date
statement which provides the details of the immediate
transaction, plus all prior transactions in your account
during the current year. This includes the dollar
amount invested, the number of shares purchased or
redeemed, the price per share, and the aggregate shares
owned. A transcript of all activity in your account
during the previous year will be furnished each
January. By retaining each annual summary and the
last year-to-date statement, you have a complete
detailed history of your account which provides
necessary tax information. A duplicate copy of a past
annual statement is available from Jones & Babson,
Inc. at its cost, subject to a minimum charge of $5 per
account, per year requested.

Normally, the shares which you purchase are held by
the Fund in open account, thereby relieving you of the
responsibility of providing for the safekeeping of a
negotiable share certificate. Should you have a special
need for a certificate, one will be issued on request for
all or a portion of the whole shares in your account.
There is no charge for the first certificate issued. A
charge of $3.50 will be made for any replacement
certificates issued. In order to protect the interests of
the other shareholders, share certificates will be sent to
those shareholders who request them only after the
Fund has determined that unconditional payment for
the shares represented by the certificate has been
received by its custodian, UMB Bank, n.a.

If an order to purchase shares must be canceled due
to non-payment, the purchaser will be responsible for
any loss incurred by the Fund arising out of such
cancellation. To recover any such loss, the Fund
reserves the right to redeem shares owned by any
purchaser whose order is canceled, and such purchaser
may be prohibited or restricted in the manner of
placing further orders.

The Fund reserves the right in its sole discretion to
withdraw all or any part of the offering made by the
prospectus or to reject purchase orders when, in the
judgment of management, such withdrawal or rejection
is in the best interest of the Fund and its shareholders.
The Fund also reserves the right at any time to waive
or increase the minimum requirements applicable to
initial or subsequent investments with respect to any
person or class of persons, which include shareholders
of the Fund's special investment programs.

REDEMPTION OF SHARES

The right of redemption may be suspended, or the
date of payment postponed beyond the normal three-
day period by the Fund's Board of Trustees under the
following conditions authorized by the Investment
Company Act of 1940: (1) for any period (a) during
which the New York Stock Exchange is closed, other
than customary weekend and holiday closing, or (b)
during which trading on the New York Stock
Exchange is restricted; (2) for any period during which
an emergency exists as a result of which (a)
disposal by the Fund of securities owned by it is not
reasonably practicable, or (b) it is not reasonably
practicable for the Fund to determine the fair value of
its net assets; or (3) for such other periods as the
Securities and Exchange Commission may by order
permit for the protection of the Fund's shareholders.

SIGNATURE GUARANTEES

Signature guarantees normally reduce the possibility
of forgery and are required in connection with each
redemption method to protect shareholders from loss.
Signature guarantees are required in connection with
all redemptions by mail or changes in share
registration, except as provided in the Prospectus.

Signature guarantees must appear together with the
signature(s) of the registered owner(s), on:

(1) a written request for redemption,

(2) a separate instrument of assignment, which
should specify the total number of shares to be
redeemed (this "stock power" may be obtained
from the Fund or from most banks or
stockbrokers), or

(3) all stock certificates tendered for redemption.

MANAGEMENT AND INVESTMENT COUNSEL

As a part of the Management Agreement, Jones &
Babson, Inc. employs at its own expense David L.
Babson & Co. Inc., as its investment counsel. David L.
Babson & Co. Inc. was founded in 1940, as a private
investment research and counseling organization. On
June 30, 1995, David L. Babson & Co. Inc. became a
wholly-owned subsidiary of Massachusetts Mutual Life
Insurance Company. David L. Babson & Co. Inc.
serves individual, corporate and other institutional
clients and participates with Jones & Babson, Inc. in
the management of nine Babson no-load mutual funds.

The aggregate management fees paid to Jones &
Babson, Inc. during the most recent fiscal year ended
November 30, 1995 and from which Jones & Babson,
Inc. paid all the Fund's expenses except those payable
directly by the Fund, were $1,425,821 for Portfolio L
and $289,394 for Portfolio S. The annual fee charged
by Jones & Babson, Inc. covers all normal operating
costs of the Fund.

David L. Babson & Co. Inc. has an experienced
investment analysis and research staff which
eliminates the need for Jones & Babson, Inc. and the
Fund to maintain an extensive duplicate staff, with the
consequent increase in the cost of investment advisory
service. The cost of the services of David L. Babson &
Co. Inc. is included in the services of Jones & Babson,
Inc. During the most recent fiscal year ended
November 30, 1995, Jones & Babson, Inc. paid David
L. Babson & Co. Inc. fees amounting to $374,764 for
Portfolio L and $45,501 for Portfolio S.

HOW SHARE PRICE IS DETERMINED

The net asset value per share of each Fund Portfolio
is computed once daily, Monday through Friday, at the
specific time during the day that the Board of Trustees
of the Fund sets at least annually, except on days on
which changes in the value of a Fund's portfolio
securities will not materially affect the net asset value,
or days during which no security is tendered for
redemption and no order to purchase or sell such
security is received by the Fund, or the following
holidays:

New Year's Day January 1
Presidents' Holiday Third Monday
in February
Good Friday Friday beforeEaster
Memorial Day Last Monday
in May
Independence Day July 4
Labor Day First Monday
in September
Thanksgiving Day FourthThursday
in November
Christmas Day December 25

TRUSTEES AND OFFICERS

The Fund is managed by Jones & Babson, Inc. subject
to the supervision and control of the Trustees.
Following is a list of the Officers and Trustees of the
Fund. Unless noted otherwise, the address of each
Officer and Trustee is Three Crown Center, 2440
Pershing Road, Suite G-15, Kansas City, Missouri
64108. Except as indicated, each has been an
employee of Jones & Babson, Inc. for more than five
years.

* Larry D. Armel, President and Trustee.
President and Director, Jones & Babson, Inc., David
L. Babson Growth Fund, Inc. , D. L. Babson Money
Market Fund, Inc., D. L. Babson Tax-Free Income
Fund, Inc., Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund, Inc.,
Shadow Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc.; Scout Stock Fund, Inc.,
Scout Bond Fund, Inc., Scout Money Market Fund,
Inc., Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc.,Scout WorldWide Fund, Inc.;
Scout Balanced Fund, Inc., Buffalo Balanced Fund,
Inc., Buffalo Equity Fund, Inc., Buffalo High Yield
Fund, Inc., Buffalo USA Global Fund, Inc.

Francis C. Rood, Trustee.
Retired, 6429 West 92nd Street, Overland Park,
Kansas 66212. Formerly, Group Vice President-
Administration, Hallmark Cards, Inc.; Director,
David L. Babson Growth Fund, Inc., D. L. Babson
Money Market Fund, Inc., D. L. Babson Tax-Free
Income Fund, Inc., Babson Enterprise Fund, Inc.,
Babson Enterprise Fund II, Inc., Babson Value Fund,
Inc., Shadow Stock Fund, Inc.; Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund, Inc.

William H. Russell, Trustee.
Financial consultant, 645 West 67th Street, Kansas
City, Missouri 64113; previously Vice President,
United Telecommunications, Inc.; Director, David L.
Babson Growth Fund, Inc., D. L. Babson Money
Market Fund, Inc., D. L. Babson Tax-Free Income
Fund, Inc., Babson Enterprise Fund, Inc. , Babson
Enterprise Fund II, Inc., Babson Value Fund Inc.,
Shadow Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc.; Buffalo Balanced Fund,
Inc., Buffalo Equity Fund, Inc., Buffalo High Yield
Fund, Inc., Buffalo USA Global Fund, Inc.

H. David Rybolt, Trustee.
Consultant, HDR Associates, P.O. Box 2468,
Shawnee Mission, Kansas 66202; Director, David L.
Babson Growth Fund, Inc., D.L. Babson Money
Market Fund, Inc., D.L. Babson Tax-Free Income
Fund, Inc., Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund, Inc.,
Shadow Stock Fund, Inc.; Buffalo Balanced Fund,
Inc., Buffalo Equity Fund, Inc., Buffalo High Yield
Fund, Inc., Buffalo USA Global Fund, Inc.
____________________________________________

* Trustees who are interested persons as that term
is defined in the Investment Company Act of 1940,
as amended.

P. Bradley Adams, Vice President and Treasurer.
Vice President and Treasurer, Jones & Babson, Inc.,
David L. Babson Growth Fund, Inc., D.L. Babson
Money Market Fund, Inc., D.L. Babson Tax-Free
Income Fund, Inc., Babson Enterprise Fund, Inc.,
Babson Enterprise Fund II, Inc., Babson Value Fund,
Inc., Shadow Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc.; Scout Stock Fund, Inc., Scout
Bond Fund, Inc., Scout Money Market Fund, Inc.,
Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund, Inc.,
Scout Balanced Fund, Inc.; Buffalo Balanced Fund,
Inc., Buffalo Equity Fund, Inc., Buffalo High Yield
Fund, Inc., Buffalo USA Global Fund, Inc.

Michael A. Brummel, Vice President, Assistant
Secretary and Assistant Treasurer.
Vice President, Jones & Babson, Inc., D.L. Babson
Money Market Fund, Inc., D.L. Babson Tax-Free
Income Fund, Inc., Babson Enterprise Fund, Inc.,
Babson Enterprise Fund II, Inc., Babson Value Fund,
Inc., Shadow Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc.; Vice President, Assistant
Secretary and Assistant Treasurer, Scout Stock Fund,
Inc., Scout Bond Fund, Inc., Scout Money Market
Fund, Inc., Scout Tax-Free Money Market Fund, Inc.,
Scout Regional Fund, Inc.,Scout WorldWide Fund,
Inc., Scout Balanced Fund, Inc.; Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund, Inc.

Martin A. Cramer, Vice President and Secretary.
Vice President and Secretary, Jones & Babson, Inc.,
D.L. Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise Fund,
Inc., Babson Enterprise Fund II, Inc., Babson Value
Fund, Inc., Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc.; Scout Stock Fund, Inc.,
Scout Bond Fund, Inc., Scout Money Market Fund,
Inc., Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund, Inc.,
Scout Balanced Fund, Inc.; Buffalo Balanced Fund,
Inc., Buffalo Equity Fund, Inc., Buffalo High Yield
Fund, Inc., Buffalo USA Global Fund, Inc.

Edward L. Martin, Vice President-Portfolio.
Senior Vice President, David L. Babson & Co. Inc.,
One Memorial Drive, Cambridge, Massachussetts
02142.; Vice President, D. L. Babson Money Market
Fund, Inc., D. L. Babson Tax-Free Income Fund, Inc.

None of the Trustees or agents of the Fund will be
remunerated by the Fund for their normal duties and
services. Their compensation and expenses arising out
of normal operations will be paid by Jones & Babson,
Inc. under the provisions of the Management
Agreement.

Messrs. Rood, Russell and Rybolt have no financial
interest in, nor are they affiliated with, either Jones &
Babson, Inc. or David L. Babson & Co. Inc.

The Audit Committee of the Board of Trustees is
composed of Messrs. Rood, Russell and Rybolt.

The Trustees of the Trust as a group own less than
1% of the Fund.

The Fund will not hold annual meetings except as
required by the Investment Company Act of 1940 and
other applicable laws. The Fund is a common law trust
organized under the laws of Missouri. Under the terms
of the Declaration of Trust, a special meeting of
shareholders of the Fund must be held if the Fund
receives the written request for a meeting from the
shareholders entitled to cast at least 25 percent of all
the votes entitled to be cast at the meeting. The Fund
has undertaken that its Trustees will call a meeting of
shareholders if such a meeting is requested in writing
by the holders of not less than 10% of the outstanding
shares of the Fund. To the extent required by the
undertaking, the Fund will assist shareholder
communications in such matters.

CUSTODIAN

The Fund's assets are held for safekeeping by an
independent custodian, UMB Bank, n.a. This means
the bank, rather than the Fund, has possession of the
Fund's cash and securities. The custodian bank is not
responsible for the Fund's investment management or
administration. But, as directed by the Fund's
Trustees, it delivers cash to those who have sold
securities to the Fund in return for such securities, and
to those who have purchased portfolio securities from
the Fund, it delivers such securities in return for their
cash purchase price. It also collects income directly
from issuers of securities owned by the Fund and holds
this for payment to shareholders after deduction of the
Fund's expenses. The custodian is compensated for its
services by the manager. There is no charge to the
Fund.

INDEPENDENT AUDITORS

The Fund's financial statements are audited annually
by independent auditors approved by the trustees each
year, and in years in which an annual meeting is held
the trustees may submit their selection of independent
auditors to the shareholders for ratification. Ernst &
Young LLP, One Kansas City Place, 1200 Main Street,
Suite 2000, Kansas City, Missouri 64105, is the Fund's
present independent auditors.

Reports to shareholders will be published at least
semiannually.

OTHER JONES & BABSON FUNDS

The Fund is one of nine no-load funds comprising
the Babson Mutual Fund Group managed by Jones &
Babson, Inc. in association with its investment counsel,
David L. Babson & Co. Inc. The other funds are:

EQUITY FUNDS

DAVID L. BABSON GROWTH FUND, INC. was
organized in 1960 with the objective of long-term
growth of both capital and dividend income through
investment in the common stocks of well-managed
companies which have a record of long term above-
average growth of both earnings and dividends.

BABSON ENTERPRISE FUND, INC. was
organized in 1983 with the objective of long-term
growth of capital by investing in a diversified
portfolio of common stocks of smaller, faster-growing
companies with market capital of $15 million to $300
million at the time of purchase. This Fund is
intended to be an investment vehicle for that part of
an investor's capital which can appropriately be
exposed to above-average risk in anticipation of
greater rewards. This Fund is currently closed to new
shareholders.

BABSON ENTERPRISE FUND II, INC. was
organized in 1991 with the objective of long-term
growth of capital by investing in a diversified
portfolio of common stocks of smaller, faster-growing
companies which at the time of purchase are
considered by the Investment Adviser to be
realistically valued in the smaller company sector of
the market. This Fund is intended to be an
investment vehicle for that part of an investor's capital
which can appropriately be exposed to above-average
risk in anticipation of greater rewards.

BABSON VALUE FUND, INC. was organized in
1984 with the objective of long-term growth of capital
and income by investing in a diversified portfolio of
common stocks which are considered to be
undervalued in relation to earnings, dividends and/or
assets.

SHADOW STOCK FUND, INC. was organized in
1987 with the objective of long-term growth of capital
that can be exposed to above-average risk in
anticipation of greater-than-average rewards. The
Fund expects to reach its objective by investing in
small company stocks called "Shadow Stocks," i.e.,
stocks that combine the characteristics of "small
stocks" (as ranked by market capitalization) and
"neglected stocks" (least held by institutions and least
covered by analysts).

BABSON-STEWART IVORY INTERNATIONAL
FUND, INC. was organized in 1987 with the
objective of seeking a favorable total return (from
market appreciation and income) by investing
primarily in a diversified portfolio of equity securities
(common stocks and securities convertible into
common stocks) of established companies whose
primary business is carried on outside the United
States.

FIXED INCOME FUNDS

D. L. BABSON MONEY MARKET FUND, INC.
was organized in 1979 to provide investors the
opportunity to manage their money over the short
term by investing in high-quality short-term debt
instruments for the purpose of maximizing income to
the extent consistent with safety of principal and
maintenance of liquidity. It offers two portfolios -
Prime and Federal. Money market funds are neither
insured nor guaranteed by the U.S. Government and
there is no assurance that the funds will maintain a
stable net asset value.

D. L. BABSON TAX-FREE INCOME FUND,
INC. was organized in 1979 to provide shareholders
the highest level of regular income exempt from
federal income taxes consistent with investing in
quality municipal securities. It offers three separate
high quality portfolios (including a money market
portfolio) which vary as to average length of maturity.
Income from the Tax-Free Money Market portfolio
may be subject to state and local taxes as well as the
Alternative Minimum Tax.

A prospectus for any of the Funds may be obtained
from Jones & Babson, Inc., Three Crown Center,
2440 Pershing Road, Suite G-15, Kansas City,
Missouri 64108.

Jones & Babson, Inc. also sponsors seven mutual
funds which especially seek to provide services to
customers of affiliate banks of UMB Financial
Corporation. They are Scout Stock Fund, Inc., Scout
Bond Fund, Inc., Scout Money Market Fund, Inc.,
Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund, Inc. and
Scout Balanced Fund, Inc.

Jones & Babson, Inc. also sponsors and manages the
Buffalo group of Mutual Funds. They are: Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc. and Buffalo USA Global
Fund, Inc.

FIXED INCOME SECURITIES
DESCRIBED AND RATINGS

Description of Bond Ratings:

Standard & Poor's Corporation (S&P).

AAA - Highest Grade. These securities possess the
ultimate degree of protection as to principal
and interest. Marketwise, they move with
interest rates, and hence provide the
maximum safety on all counts.

AA - High Grade. Generally, these bonds differ
from AAA issues only in a small degree.
Here too, prices move with the long-term
money market.

A - Upper-medium Grade. They have
considerable investment strength, but are not
entirely free from adverse effects of changes
in economic and trade conditions. Interest
and principal are regarded as safe. They
predominately reflect money rates in their
market behavior but, to some extent, also
economic conditions.

BBB - Bonds rated BBB are regarded as having an
adequate capacity to pay principal and
interest. Whereas they normally exhibit
protection parameters, adverse economic
conditions or changing circumstances are
more likely to lead to a weakened capacity
to pay principal and interest for bonds in
this category than for bonds in the A
category.

BB, B, CCC, CC - Bonds rated BB, B, CCC and CC
are regarded, on balance, as predominantly speculative
with respect to the issuer's capacity to pay interest and
repay principal in accordance with the terms of the
obligations. BB indicates the lowest degree of
speculation and CC the highest degree of speculation.
While such bonds will likely have some quality and
protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse
conditions.

Moody's Investors Service, Inc. (Moody's).

Aaa - Best Quality. These securities carry the
smallest degree of investment risk and are
generally referred to as "gilt-edge." Interest
payments are protected by a large, or by an
exceptionally stable margin, and principal is
secure. While the various protective elements
are likely to change, such changes as can be
visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - High Quality by All Standards. They are
rated lower than the best bonds because
margins of protection may not be as large as
in Aaa securities, fluctuation of protective
elements may be of greater amplitude, or there
may be other elements present which make
the long-term risks appear somewhat greater.

A - Upper-medium Grade. Factors giving
security to principal and interest are
considered adequate, but elements may be
present which suggest a susceptibility to
impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as
medium grade obligations, i.e., they are
neither highly protected nor poorly secured.
Interest payments and principal security
appear adequate for the present, but certain
protective elements may be lacking or may be
characteristically unreliable over any great
length of time. Such bonds lack outstanding
investment characteristics and in fact have
speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have
predominantly speculative elements; their
future cannot be considered as well assured.
Often the protection of interest and principal
payments may be very moderate and thereby
not well safeguarded during both good and
bad times over the future. Uncertainty of
position characterizes bonds in this class.

B - Bonds which are rated B generally lack
characteristics of the desirable investment.
Assurance of interest and principal payments
or maintenance of other terms of the contract
over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor
standing. Such issues may be in default or
there may be present elements of danger with
respect to principal or interest.

Ca - Bonds which are rated Ca represent
obligations which are speculative in a high
degree. Such issues are often in default or
have other marked shortcomings.

Description of Commercial Paper Ratings:

Moody's . . . Moody's commercial paper rating is an
opinion of the ability of an issuer to repay punctually
promissory obligations not having an original maturity
in excess of nine months. Moody's has one rating -
prime. Every such prime rating means Moody's
believes that the commercial paper note will be
redeemed as agreed. Within this single rating category
are the following classifications:

Prime - 1 Highest Quality
Prime - 2 Higher Quality
Prime - 3 High Quality

The criteria used by Moody's for rating a commercial
paper issuer under this graded system include, but are
not limited to the following factors:

(1) evaluation of the management of the issuer;

(2) economic evaluation of the issuer's industry or
industries and an appraisal of speculative type
risks which may be inherent in certain areas;

(3) evaluation of the issuer's products in relation
to competition and customer acceptance;

(4) liquidity;

(5) amount and quality of long-term debt;

(6) trend of earnings over a period of ten years;

(7) financial strength of a parent company and
relationships which exist with the issuer; and

(8) recognition by the management of obligations
which may be present or may arise as a result
of public interest questions and preparations
to meet such obligations.

S&P . . . Standard & Poor's commercial paper rating is
a current assessment of the likelihood of timely
repayment of debt having an original maturity of no
more than 270 days. Ratings are graded into four
categories, ranging from "A" for the highest quality
obligations to "D" for the lowest. The four categories
are as follows:

"A" Issues assigned this highest rating are
regarded as having the greatest capacity for
timely payment. Issues in this category are
further refined with the designations 1, 2,
and 3 to indicate the relative degree of
safety.

"A-1" This designation indicates that the degree of
safety regarding timely payment is very
strong.

"A-2" Capacity for timely payment on issues with
this designation is strong. However, the
relative degree of safety is not as
overwhelming.

"A-3" Issues carrying this designation have a
satisfactory capacity for timely payment.
They are, however, somewhat more
vulnerable to the adverse effects of changes
in circumstances than obligations carrying
the higher designations.

"B" Issues rated "B" are regarded as having only
an adequate capacity for timely payment.
Furthermore, such capacity may be
damaged by changing conditions or short-
term adversities.

"C" This rating is assigned to short-term debt
obligations with a doubtful capacity for
payment.

"D" This rating indicates that the issuer is either
in default or is expected to be in default
upon maturity.

The Fund may invest a portion of its assets in lower
rated fixed-income securities and unrated securities of
comparable quality. The market values of such
securities tend to reflect individual corporate
developments to a greater extent than do higher rated
securities, which react primarily to fluctuations in the
general level of interest rates. Such lower rated
securities also tend to be more sensitive to economic
conditions than higher rated securities. These lower
rated fixed-income securities are considered by S&P
and Moody's, on balance, to be predominantly
speculative with respect to capacity to pay interest and
repay principal in accordance with the terms of the
obligation and will generally involve more credit risk
than securities in the higher rating categories. Even
securities rated BBB by S&P or Baa by Moody's, which
are considered investment grade, possess some
speculative characteristics.

The risk of loss due to default by the issuer may be
significantly greater for the holders of high yielding
securities, because such securities are generally
unsecured and are often subordinated to other creditors
of the issuer. In addition, since the high yield bond
market is relatively new, its growth has paralleled a
long economic expansion, and it has not weathered a
recession in its present size and form. An economic
downturn could disrupt the market for high yield bonds
and adversely affect the value of outstanding bonds and
the ability of issuers of such bonds to repay principal
and interest.

The Fund may have difficulty disposing of certain
high yielding securities because there may be a thin
trading market for a particular security at any given
time. To the extent a secondary trading market for
high yielding, fixed-income securities does exist, it is
generally not as liquid as the secondary market for
higher rated securities. Reduced liquidity in the
secondary market may have an adverse impact on
market price and the Fund's ability to dispose of
particular issues, when necessary, to meet the Fund's
liquidity needs or in response to a specific economic
event, such as the deterioration in the creditworthiness
of the issuer. Reduced liquidity in the secondary
market for certain securities may also make it more
difficult for the Fund to obtain market quotations based
on actual trades for purposes of valuing the Fund's
portfolio.

FINANCIAL STATEMENTS

The audited financial statements of the Fund which
are contained in the November 30, 1995 Annual
Report to Shareholders are incorporated herein by
reference.

<PAGE>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

Herewith are all financial statements and exhibits
filed as a part of this registration statement:

Included in Part-A - Prospectus:

Per Share Capital and Income Changes

Included in Part B - Statement of Additional
Information:

The audited financial statements
contained in the most recent Annual
Report to Shareholders of D. L. Babson
Bond Trust are incorporated by reference
into Part B of this Registration
Statement.

Included in Part C - Other Information:

Consent of Independent Public
Accountants

(b) *(1) (a) Form of Registrant's Agreement and
Declaration of Trust

(b) Form of Registrant's Supplementary
Agreement and Declaration of Trust

*(2) Form of Registrant's By-laws

(3) Not applicable, because there is no voting
trust agreement

*(4) Specimen copy of each security to be issued
by the registrant

*(5) (a) Form of Management Agreement between
Jones & Babson, Inc. and the Registrant

(b) Form of Investment Counsel Agreement
between Jones & Babson, Inc. and David
L. Babson & Co. Inc.

*(6) Form of principal Underwriting Agreement
between Jones & Babson, Inc. and the
Registrant

(7) Not applicable, because there are no pension,
bonus or other agreements for the benefit of
directors and officers

*(8) Form of Custodian Agreement between
Registrant and United Missouri Bank of Kansas
City, N.A.

(9) There are no other material contracts not
made in the ordinary course of business
between the Registrant and others

(10) Opinion and consent of counsel as to the
legality of the registrant's securities being
registered. (To be supplied annually
pursuant to Rule 24f-2 of the Investment
Company Act of 1940.)

(11) The consent of Ernst & Young,
Independent Public Accountants.

(12) Not applicable.

*(13) Form of letter from contributors of initial
capital to the Registrant that purchase was
made for investment purposes without any
present intention of redeeming or selling.

*(14) Copies of the model plan used in the
establishment of any retirement plan in
conjunction with which Registrant offers its
securities.

(15) Not applicable.

*(16) Schedule for computation of performance
quotations.

*(17) Copies of Powers of Attorney pursuant to Rule
402(c)

* Previously filed on Form N-1 and herein
incorporated by reference

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL OF THE
REGISTRANT.

NONE

Item 26. NUMBER OF HOLDERS OF SECURITIES.

The number of record holders of each class of
securities of the Registrant as of March 8, 1996, is
as follows:

(1) (2)
Title of class Number of Record Holders

Shares of Beneficial Interest 6,096
$0.25 par value Portfolio L -

Shares of Beneficial Interest 1,225
$1.00 par value Portfolio S -

Item 27. INDEMNIFICATION.

Under the terms of the Missouri general trust law and
the company's Agreement and Declaration of Trust, the
company shall indemnify any person who was or is a
trustee, agent or employee of the company to the
maximum extent permitted by the Missouri general law;
provided however, that any such indemnification (unless
ordered by a court) shall be made by the company only
as authorized in the specific case upon a determination
that indemnification of such persons is proper in the
circumstances. Such determination shall be made

(i) by the Trustees by a majority vote of a quorum
which consists of the Trustees who are neither
"interested persons" of the company as defined in
Section 2(a)(19) of the 1940 Act, nor parties to the
proceedings, or

(ii) if the required quorum is not obtainable or if a
quorum of such Trustees so directs, by independent
legal counsel in a written opinion.

No indemnification will be provided by the company to
any Trustee or agent of the company for any liability
to the company or shareholders to which he would
otherwise be subject by reason of willful misfeasance,
bad faith, gross neglegience, or reckless disregard of
duty.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.

The principal business of Jones & Babson, Inc. is the
management of the Babson family of mutual funds. It
also has expertise in the tax and pension plan field.
It supervises a number of prototype and profit-sharing
plan programs sponsored by various organizations
eligible to be prototype plan sponsors.

The principal business of David L. Babson & Co., Inc.
is to provide investment counsel and advice to a wide
variety of clients. David L. Babson & Co. Inc. and its
affiliates have $4 billion under management, of which
$2.4 billion is securities and $1.6 billion is real
estate.

Item 29. PRINCIPAL UNDERWRITERS.

(a) Jones & Babson, Inc., the only principal
underwriter of the Registrant, also acts as
principal underwriter for the David L. Babson
Growth Fund, Inc., Babson Enterprise Fund, Inc.,
Babson Enterprise Fund II, Inc., D.L. Babson Money
Market Fund, Inc., D.L. Babson Tax-Free Income
Fund, Inc., Babson Value Fund, Inc., Shadow Stock
Fund, Inc., Babson-Stewart Ivory International
Fund, Inc., UMB Stock Fund, Inc., UMB Bond Fund,
Inc., UMB Money Market Fund, Inc., UMB Tax-Free
Money Market Fund, Inc. and UMB Heartland Fund,
Inc.

(b) Herewith is the information required by the
following table with respect to each director,
officer or partner of the only underwriter named
in answer to Item 21 of Part B:

Name and Principal Position and Offices Positions and Offices
Business Address with Underwriter with Registrant

Stephen S. Soden Chairman and Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Larry D. Armel President and Director President and
Three Crown Center Director
2440 Pershing Road
Kansas City, MO 64108

Giorgio Balzer Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

J. William Sayler Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Edward S. Ritter Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Robert N. Sawyer Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

Vernon W. Voorhees Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141

P. Bradley Adams Vice President Vice President
Three Crown Center and Treasurer and Treasurer
2440 Pershing Road, G-15
Kanasas City, Missouri 64108

Michael A Brummel Vice President Vice President
Three Crown Center
2440 Pershing Road, G-15
Kanasas City, Missouri 64108

Martin A. Cramer Vice President Vice President
Three Crown Center and Secretary and Secretary
2440 Pershing Road, G-15
Kanasas City, Missouri 64108

(c) The principal underwriter does not receive any
remuneration or compansation for the duties or
services rendered to the Registrant pursuant to
the principal underwriting Agreement.

Item 30. LOCATION OF ACCOUNTS AND RECORDS.

Each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the
Rules (17 CFR 270.31a-1 to 31a-3) promulgated
thereunder is in the physical possession of Jones &
Babson, Inc., at Three Crown Center, 2440 Pershing
Road, G-15, Kansas City, Missouri 64108.

Item 31. MANAGEMENT SERVICES.

All management services are covered in the management
agreement between the Registrant and Jones & Babson,
Inc., which are discussed in Parts A and B.

Item 32. DISTRIBUTION EXPENSES.

Not applicable.

Item 33. UNDERTAKINGS.

Registrant undertakes that, if requested to do so by
the holders of at least 10% of the registrant;s
outstanding shares, to call a meeting of shareholders
for the purpose of voting upon the question of removal
of a trustee or trustees and to assist in
communications with other shareholders as required by
Section 16(c) of the Investment Company Act of 1940, as
amended.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this amendment to its
registration statement to be signed on its behalf by the
undersigned, thereunto authorized, in the City of Kansas City,
and State of Missouri on the 13th day of March, 1996.

D.L. BABSON BOND TRUST
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933,
this Post-effective Amendment #96 to the Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated.

Larry D. Armel President, Principal March 13, 1996
Larry D. Armel Executive Officer,
and Trustee

Francis C. Rood Trustee March 13, 1996
Francis C. Rood*

William H. Russell Trustee March 13, 1996
William H. Russell*

H. David Rybolt Trustee March 13, 1996
H. David Rybolt*

P. Bradley Adams Treasurer and March 13, 1996
P. Bradley Adams Principal Financial
and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

REPRESENTATIONS OF COUNSEL

I assisted in the preparation of this Post Effective Amendment to the
Fund's Registration Statement filed under the Securities Act of 1933 and
the Amendment to the Fund's Registration Statement filed under the
Investment Company Act of 1940. Based on my review it is my opinion that
this amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b) of Rule 485
under the Securities Act of 1933.

John G. Dyer Attorney March 13, 1996
John G. Dyer

Consent of Independent Auditors

We consent to the references to our firm under the captions
"Financial Highlights" and "Independent Auditors" and to the
incorporation by reference of our report dated December 28, 1995
in this post-effective amendment to the Registration Statement
(Form N-1A) and related Prospectus of D.L. Babson Bond Trust filed
with the Securities and Exchange Commission under the Securities
Act of 1933.

Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
March 13, 1996

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<RETURNS-OF-CAPITAL> 15
<PER-SHARE-NAV-END> 1.58
<EXPENSE-RATIO> .97
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>