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Law Offices
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
October 27, 2000
VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Babson Growth 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.
Babson Bond Trust (multi-series)
Babson Money Market Fund, Inc.
Babson Tax-Free Income Fund, Inc.
Dear Sir or Madam:
We are counsel to the above-referenced registrants. The
registrants propose to update the information contained in their
joint Registration Statement on Form N-1A by filing a post-
effective amendment thereto pursuant to paragraph (b) of Rule 485
promulgated under the Securities Act of 1933. As counsel, we
have reviewed the proposed form of the post-effective amendment,
and in our judgment, the post-effective amendment does not
contain disclosures which would render it ineligible to become
effective pursuant to paragraph (b) of Rule 485. We consent to
the transmission of this letter to the Commission with the post-
effective amendment filing.
Sincerely yours,
Michael P. O'Hare
Michael P. O'Hare
MPO:djd
cc: Guy Cooke
Martin Cramer
Mark H. Plafker, Esquire
371864
