BABSON DAVID L GROWTH FUND INC
N-30B-2, 1996-08-27
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BABSON
Growth
FUND



Annual Report
June 30, 1996

JONES & BABSON
MUTUAL FUNDS



MESSAGE
To Our Shareholders

Babson Growth Fund has fully participated in the market's sharp rise
during the twelve months ended June 30, 1996 and has increased by 23.0%
on a total return (price change and reinvested distributions) basis in
this time period. These results are ahead of the 22.2% returns for the
average growth mutual fund (702 total) as measured by Lipper Analytical
Services. Investment returns in Babson Growth Fund were achieved with a
risk-averse broadly diversified portfolio of large, established, high
quality growth companies.

                              Investment Results  Total Return
                              Periods Ended 6/30/96
                              3 mos.    6 mos.    12 mos.

BABSON GROWTH FUND            4.9%      9.5%      23.0%
Lipper Growth Funds Average
 (702 funds)                  4.4%      10.1%     22.2%
S&P 500 Index*                4.5%      10.1%     25.9%
*unmanaged

During the latest fiscal year the Fund paid ordinary income dividends of
$.13 per share and realized capital gains of $1.91 per share. At quarter-
end the net asset value per share was $14.42. For our corporate
shareholders, 100% of the ordinary income distributions qualify for the
corporate dividends received deduction.

We continue to search for large, well-capitalized, high quality
companies that are experiencing an acceleration in their growth rates
from current levels. In the first six months of 1996 we identified
several such investment opportunities: ADVANTA Corp. (credit card
marketer and lender), Cardinal Health, Inc. (drug distributor), Hewlett-
Packard Co. (personal computers, peripherals, test and measurement
equipment), Intel Corp. (semiconductors), KLA Instruments Corp.
(semiconductor capital equipment), McDonnell Douglas Corp. (commercial
aerospace and defense contractor), Monsanto Co.  (agriculture,
biotechnology, pharmaceuticals and specialty chemicals), NationsBank
Corp. (banking company based in the southeastern U.S.), Oakwood Homes
Corp. (manufactured housing), Pfizer, Inc.(diversified pharmaceuticals),
Praxair Inc. (industrial gases), and Vons Companies, Inc. (Southern
California grocery retailer). Offsetting these new investments were the
sales of  the following positions in the portfolio: Advanced  Micro
Devices, Air Products & Chemicals, Banc One, Heilig-Meyers, May Dept.
Stores, Pall, Reader's  Digest, Read-Rite, Sigma-Aldrich, Sundstrand,
Texas Instruments and United Healthcare. These investments were all in
large, high quality companies but were experiencing a deceleration in
their rate of earnings growth for one reason or another.

 We appreciate your continued interest in Babson Growth Fund.

Sincerely,
/s/Larry D. Armel
Larry D. Armel
President

ECONOMIC AND PORTFOLIO REVIEW

Babson Growth Fund is a no-load mutual fund invested in a diversified
list of common stocks selected for their long-term  possibilities of
both capital and income growth. It was founded particularly for those
investors who believe in the Fund's fundamental investment policy and
who wish to receive, through ownership of the Fund's shares, continuous
portfolio supervision by the staff of David L. Babson & Co. Inc.


As summer begins, the U.S. economy is doing quite well. Leaving the
doldrums of the winter months behind, business activity has accelerated
and the economy is now growing at, or above, a 4% real rate. This is
evidenced  by strong employment growth in recent months and real wages
and salaries increasing at a 2.5% to 3% rate. The latter bodes well for
consumer spending continuing on an upward path. The fact that
inventories are lean and need to be replenished also argues that the
economy will grow at a rate above its long-term, non-inflationary level
of 2% to 2.5% for at least the near term. As the year progresses, the
economy's momentum should decelerate in response to the sharp sell off
in the bond market and attendant rise in yields.

Inflation remains subdued, but it is no longer on a downward path. Unit
labor costs have begun to move up and with the country at full
employment for over a year, mounting wage pressures should not be a
surprise. However, wage inflation is not expected to accelerate at an
alarming pace. Global competition, easier access to cheap labor in other
parts of the world, and progress in controlling the costs of health
benefits should mean that wage inflation only increases at a gradual
rate.

The stock market continued its advance in the first half of 1996, with
the Standard & Poor's 500 Index increasing 10% on a total return basis.
Technology stocks, including hardware, software and service companies,
led the market in the first six months of the year, following a dramatic
selloff in this group in the latter part of 1995. Retailers are also
performing well this year after a difficult consumer environment in
1995. Since the end of the second quarter, we have witnessed an
increased amount of volatility in the equity market  with a meaningful
correction in the more speculative NASDAQ universe of securities.

After a solid start to the year, consumer durables and financial stocks
both experienced a significant loss of momentum; the quick rise in
intermediate and long-term interest rates is the obvious culprit.
Concerns over credit quality, the rise in credit card and mortgage delin-
quencies and an upturn in personal bankruptcies have affected both of
these sectors and may continue to do so for the balance of the year.

Healthcare stocks in general have underperformed in 1996 following a
banner year in 1995. The nagging concern about this sector is the
psychological shift after the presidential election. Regardless of the
election outcome the looming "bankruptcy" of the Medicare system by 2001
is a reality that must be dealt with, possibly meaning a slowing in the
rate of healthcare spending by the federal government.

Last year was a record year for money coming into mutual funds, with
more than $128 billion flowing into equity mutual funds in calendar year
1995. In 1996 this pace of cash flows accelerated even further, with
equity mutual funds taking in $138 billion in the first 6 months of 1996
alone. To put this into perspective, mutual fund sales in just the first
two months of 1996 ($51 billion) exceeded the total amount that flowed
into corporate  and public pension funds combined for any full year in
history.

At the same time, the amount of stock available for investment has been
shrinking. New stock issues in the active initial public offerings
market added to stock supplies in the years 1991 through 1994, but the
high level of company stock buybacks and merger activity in 1995-1996
has resulted in a net decline in the stock supply since 1994. As classic
economic theory would predict, when you have rising demand for a product
combined with a decline in supply, higher prices are the end result.

Surging growth in corporate earnings has also led to rising stock prices
over the past decade. Increased capital spending and aggressive
restructuring by corporate America have made U.S. companies more
profitable and competitive than they have been in the past 30 years. We
see this rate of earnings growth slowing through 1996 as the overall
economy slows.

Lower interest rates and low inflation have been and will continue to be
important factors in preserving the now 14-year old bull market for U.S.
stocks. Long-term interest rates have dropped by 50% since their highs
in the early eighties.

A prolonged period of low inflation and low interest rates will be a
very favorable environment for U.S. equity investors. Lower rates mean
cheaper costs of capital for U.S. companies. A cheaper cost of capital
allows for continued capital spending outlays, leading to higher levels
of corporate earnings power in the future.

Despite the run-up in the stock market in recent years, stocks are still
trading at reasonable valuation levels today relative to earnings.
Market psychology, however, plays an important role in the short term
and can move markets wildly to extremes both up and down.

David L. Babson & Co. Inc.

The Fund's Ten Largest Holdings
<TABLE>
<CAPTION>
                                             OWNED BY                 PERCENT
     1996 1995                               THE FUND  MARKET         OF        S&P
RANK RANK COMPANY                            SINCE     VALUE          PORTFOLIO RANKING
</CAPTION>
<S>  <C>  <C>                                <C>       <C>            <C>       <C>
1    -    Bristol-Myers Squibb Co.           1995      $9,450,000     3.37%     A
2    9    American Home Products Corp.       1990       9,018,750     3.21%     A+
3    3    Johnson & Johnson                  1974       8,910,000     3.18%     A+
4    8    Philip Morris Cos., Inc.           1989       8,840,000     3.15%     A+
5    39   First Data Corp.                   1995       8,294,616     2.96%     NR
6    18   General Electric Co.               1990       7,785,000     2.77%     A+
7    4    General Re Corp.                   1990       7,612,500     2.71%     A
8    12   Anheuser-Busch Cos., Inc.          1981       7,500,000     2.67%     A
9    6    Automatic Data Processing, Inc.    1990       7,145,625     2.55%     A+
10   25   PepsiCo, Inc.                      1991       7,075,000     2.52%     A+
</TABLE>

David L. Babson Growth Fund versus S&P 500 and Value Line
GRAPH
Babson Growth Fund's average annual compounded total returns for
one, five and ten year periods ended June 30, 1996 were
22.99%, 13.65% and 11.08%, respectivley.
Performance data contained in this report is for past periods only.
Past performance is not predictive of future performance.
Investment return and share value will fluctuate,
and past redemption value may be more or less than original cost.


HISTORICAL RECORD

Progress of the Fund since it was founded in 1960.

<TABLE>
<CAPTION>
                                                                                            NET ASSET
                                                                             NET ASSET      VALUE PER
                                               *LONG-TERM     *SHORT-TERM    VALUE PER      SHARE WITH
     FISCAL                NET       *ORDINARY CAPITAL        CAPITAL        SHARE WITH     DIVIDENDS AND
     YEAR     TOTAL        ASSET     INCOME    GAINS          GAINS          CAPITAL GAINS  CAPITAL GAINS
     ENDED    NET          VALUE     DIVIDENDS DISTRIBUTIONS  DISTRIBUTIONS  DISTIBUTIONSS  DISTRIBUTIONS
     JUNE 30  ASSETS       PER SHARE PER SHARE PER SHARE      PER SHARE      REINVESTED     REVINVESED
</CAPTION>

     <S>      <C>          <C>       <C>       <C>            <C>            <C>            <C>
     1960*    $    128,066 $   4.87  $  0      $  0           $  0           $   4.87       $   4.87
     1965        5,176,041     6.36     0.100     0.07           0               6.52           6.97
     1970       28,729,379     7.16     0.170     0.02           0               7.63           8.87
     1971       54,672,327     9.60     0.190     0              0              10.23          12.15
     1972       77,860,344    10.90     0.180     0              0              11.62          14.05
     1973      106,017,401    10.66     0.160     0.09           0              11.46          14.05
     1974      143,011,492     9.34     0.200     0              0              10.04          12.54
     1975      207,734,395    10.22     0.220     0              0              10.99          14.09
     1976      224,727,885    10.00     0.250     0              0              10.75          14.16
     1977      217,273,868     9.27     0.240     0              0               9.97          13.46
     1978      217,114,139     9.40     0.280     0              0              10.11          14.06
     1979      218,528,345    10.20     0.320     0              0              10.97          15.76
     1980      234,348,577    11.25     0.390     0              0              12.08          18.01
     1981      281,980,936    12.74     0.410     0              0              13.68          21.04
     1982      205,749,921     9.67     0.440     0.79           0              11.24          17.97
     1983      249,201,722    14.40     0.380     0.19           0.04           16.96          27.97
     1984      208,290,661    10.85     0.380     1.615          0              14.68          24.91
     1985      215,374,722    13.40     0.4025    1.6285         0.2225         18.14          31.36
     1986      253,780,848    13.62     0.3525    1.3725         0              22.89          42.37
     1987      288,727,782    16.25     0.305     1.29           0.005          28.45          53.43
     1988      237,465,629    11.66     0.2925    2.3425         0              26.09          50.10
     1989      266,125,877    11.87     0.3085    1.20           0.0965         29.38          58.38
     1990      259,076,870    11.18     0.2725    1.125          0.01           30.36          62.04
     1991      235,812,697    11.05     0.245     0.18           0              30.55          63.92
     1992      232,400,994    11.70     0.20      0.025          0.011          32.45          69.10
     1993      245,201,417    12.30     0.195     0.865          0              36.49          78.97
     1994      227,724,061    11.78     0.20      0.7931         0              37.28          81.97
     1995      247,282,420    13.43     0.18      0.5345         0              44.19          98.55
     1996      280,457,130    14.42     0.132     1.908          0              53.72         121.21
</TABLE>

*    (Inception
     April 30)                                       

**   Includes dividends and distributions applicable to the fiscal year which
     may have been paid soon after the fiscal year-end.


STATEMENT OF NET ASSETS
June 30, 1996

S&P
RANKING**  SHARES  COMPANY                         COST           MARKET VALUE

COMMON STOCKS  98.72%
BASIC MATERIALS  4.91%
     B+   62,000   duPont (E.I.) deNemours & Co.   $  2,266,372   $  4,905,750
     A   130,000   Monsanto Co.                       4,239,833      4,225,000
     NR  110,000   Praxair Inc.                       4,519,845      4,647,500
                                                     11,026,050     13,778,250
CAPITAL GOODS  9.57%
     B+   62,000    Boeing Co.                        2,536,049      5,401,750
     A+   90,000    General Electric Co.              2,446,945      7,785,000
     A    45,000    Grainger (W.W.), Inc.             2,445,830      3,487,500
     B    86,000    McDonnell Douglas Corp.           4,132,395      4,171,000
     A   112,000    Oakwood Homes Corp.               2,402,258      2,310,000
     B    32,000    United Technologies               3,018,794      3,680,000
                                                     16,982,271     26,835,250
CONSUMER CYCLICAL  12.06%
     A    150,000   Circuit City Stores, Inc.         1,645,125      5,418,750
     A+    90,000   Dillard Department
                     Stores,  Inc. Cl. A              1,983,690      3,285,000
     B+   150,000   King World Productions, Inc.*     2,561,704      5,456,250
     B    175,000   Mattel, Inc.                      2,893,302      5,009,375
     B+   150,000   Reebok International Ltd.         2,940,970      5,043,750
     NR   180,000   Viking Office Products, Inc.*     2,500,250      5,647,500
     A     62,959   Walt Disney Co.                   2,772,720      3,958,547
                                                     17,297,761     33,819,172
CONSUMER STAPLES  15.22%
     A    100,000   Anheuser-Busch Cos., Inc.         1,289,349      7,500,000
     A+    65,000   CPC International, Inc.           3,171,847      4,680,000
     A+    80,000   Gillette Co.                      2,482,720      4,990,000
     B+   212,000   IBP, Inc.                         6,515,222      5,856,500
     A+   200,000   PepsiCo, Inc.                     3,254,300      7,075,000
     A+    85,000   Philip Morris Cos., Inc.          2,700,234      8,840,000
     B    100,000   Vons Companies, Inc.*             2,978,862      3,737,500
                                                     22,392,534     42,679,000
ENERGY  5.01%
     B+   110,000   Coastal Corp.                     2,057,953      4,592,500
     B+    50,000   Mobil Corp.                       1,470,150      5,606,250
     A     25,000   Royal Dutch Petroleum Co.           549,437      3,843,750
                                                      4,077,540     14,042,500
FINANCIAL  12.13%
     B+    74,500   ADVANTA Corp. Cl. A               3,336,600      3,799,500
     A+    55,000   American International Group, Inc.1,437,975      5,424,375
     NR    62,000   Federal Home Loan Mortgage Corp.  3,241,171      5,301,000
     A     50,000   General Re Corp.                  4,081,235      7,612,500
     A+    75,562   KeyCorp New                       1,196,276      2,928,028
     B     70,000   Mellon Bank Corp.                 2,598,167      3,990,000
     A     60,000   NationsBank Corp.                 4,315,753      4,957,500
                                                     20,207,177     34,012,903
HEALTH CARE  19.23%
     A+    70,000   Abbott Laboratories               1,720,225      3,045,000
     A+   150,000   American Home Products Corp.      3,717,855      9,018,750
     A     70,000   Bausch & Lomb, Inc.               3,258,251      2,975,000
     A    105,000   Bristol-Myers Squibb Co.          8,130,815      9,450,000
     A     55,000   Cardinal Health, Inc.             3,201,674      3,966,875
     B+    43,000   DENTSPLY International, Inc.      1,284,800      1,827,500
     NR    57,000   Foundation Health Corp.*          2,495,460      2,044,875
     A+   180,000   Johnson & Johnson                   532,327      8,910,000
     A     52,000   Pfizer, Inc.                      3,615,107      3,711,500
     NR    92,000   Scherer (R.P.) Corp.*             4,235,608      4,174,500
     NR   225,000   Tenet Healthcare Corp.*           4,080,125      4,809,375
                                                     36,272,247     53,933,375
MISCELLANEOUS  3.53%
     A+    60,000   Minnesota Mining &
                     Manufacturing Co.                2,709,910      4,140,000
     A    100,000   Service Corp. International       1,718,500      5,750,000
                                                      4,428,410      9,890,000
TECHNOLOGY  17.06%
     A+   185,000   Automatic Data Processing, Inc.   2,290,683      7,145,625
     B+    81,000   Computer Sciences Corp.*          1,176,390      6,054,750
     NR   104,171   First Data Corp.                  5,173,495      8,294,616
     A     48,000   Hewlett-Packard Co.               4,469,456      4,782,000
     B+    70,000   Intel Corp.                       4,861,002      5,140,625
     B    130,000   KLA Instruments Corp.*            3,771,247      3,022,500
     B    111,000   Seagate Technology*               2,821,730      4,995,000
     NR   115,000   Vodafone PLC ADR                  3,564,820      4,240,625
     A     70,000   Wallace Computer Services, Inc.   2,210,816      4,182,500
                                                     30,339,639     47,858,241
TOTAL COMMON STOCKS  98.72%                         163,023,629    276,848,691


FACE AMOUNT    DESCRIPTION                         COST           MARKET VALUE

REPURCHASE AGREEMENT  0.52%
$1,470,000     UMB Bank, n.a, 4.80%, due July 1, 1996
               (Collateralized by U.S. Treasury Notes,
               6.875%, due October 31, 1996)          1,470,000      1,470,000

TOTAL INVESTMENTS  99.24%                          $164,493,629    278,318,691

Other assets less liabilities  0.76%                                 2,138,439

TOTAL NET ASSETS  100.00%
     (equivalent to $14.42 per share; 100,000,000
     shares of $1.00 par value capital shares
     authorized; 19,443,968 shares outstanding)                   $280,457,130

For federal income tax purposes, the identified
cost of investments owned at June 30, 1996
was $164,493,629. Net unrealized appreciation
for federal income tax purposes was $113,825,062,
which is comprised of unrealized appreciation
of $116,134,566 and unrealized depreciation
of $2,309,504.

[FN]
<F1>
 *Securities on which no cash dividends were paid
  during the preceding year.
<F2>
**Standard & Poor's rankings are derived from
  statistical measurements of past earnings and
  dividend stability and growth.
[/FN]

NR - indicates no ranking is available.
Rankings are not covered by the report of
independent auditors.

  See accompanying Notes to Financial Statements.

STATEMENT OF ASSETS
AND LIABILITIES
June 30, 1996

ASSETS:
     Investment securities, at market value
     (identified cost $164,493,629)                           $    278,318,691
     Cash                                                            1,767,217
     Dividends receivable                                              371,222
                    Total assets                                   280,457,130

NET ASSETS                                                    $    280,457,130

NET ASSETS CONSIST OF:
     Capital (capital stock and paid-in capital)              $    160,724,019
     Accumulated undistributed income:
          Undistributed net investment income
          Accumulated net realized gain on
          investment transactions                                    5,908,049
     Net unrealized appreciation in value of investments           113,825,062

NET ASSETS APPLICABLE TO OUTSTANDING SHARES                   $    280,457,130

Capital shares, $1.00 par value
     Authorized                                                    100,000,000

     Outstanding                                                    19,443,968

NET ASSET VALUE PER SHARE                                     $          14.42

See accompanying Notes to Financial Statements.


STATEMENT OF OPERATIONS
Year Ended June 30, 1996

INVESTMENT INCOME:
     Income:
          Dividends                                           $      4,166,943
          Interest                                                     321,904
                                                                     4,488,847
     Expenses:
          Management fees (Note 3)                                   2,258,966
          Registration fees and other expenses                          21,754
                                                                     2,280,720
               Net investment income                                 2,208,127

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (Note 1):
     Realized gain from investment transactions
     (excluding repurchase agreements):
          Proceeds from sales of investments                       108,367,828
          Cost of investments sold                                  69,473,409
               Net realized gain from investment
                transactions                                        38,894,419
     Unrealized appreciation on investments:
          Beginning of year                                         99,606,960
          End of year                                              113,825,062
               Increase in net unrealized
                appreciation on investments                         14,218,102
               Net gain on investments                              53,112,521
               Increase in net assets resulting
                from operations                               $     55,320,648

See accompanying Notes to Financial Statements.



STATEMENTS OF CHANGES
IN NET ASSETS
For The Two Years Ended June 30, 1996



                                            1996                1995
INCREASE IN NET ASSETS FROM OPERATIONS:
     Net investment income                  $    2,208,127      $    3,311,100
     Net realized gain from investment
      transactions                              38,894,419          10,032,297
     Increase in net unrealized
      appreciation on investments               14,218,102          30,108,767
          Net increase in net assets
           resulting from operations            55,320,648          43,452,164
Net equalization included in the
 price of shares issued and                                 
 redeemed (Note 1)                                (27,236)            (40,263)

DISTRIBUTIONS TO SHAREHOLDERS FROM:*
     Net investment income                     (2,370,143)         (3,314,210)
     Net realized gain from investment
      transactions**                          (33,840,437)         (9,640,620)
          Total distributions
           to shareholders                    (36,210,580)        (12,954,830)

INCREASE (DECREASE) FROM CAPITAL SHARE TRANSACTIONS:
     Proceeds from 1,633,664 and
      1,301,049 shares sold                     23,910,743          16,159,476
     Net asset value of 2,332,901 and
      909,226 shares issued for
      reinvestment of distributions             33,475,089          12,003,961
                                                57,385,832          28,163,437
     Cost of 2,928,940 and 3,136,550
      shares redeemed                         (43,293,954)        (39,062,149)
          Net increase (decrease)
           from capital share transactions      14,091,878        (10,898,712)
               Total increase in net assets     33,174,710          19,558,359

NET ASSETS:
     Beginning of year                         247,282,420         227,724,061
     End of year (including undistributed
      net investment income of
      $0 in 1996 and $162,016 in 1995)      $  280,457,130       $ 247,282,420

*Distributions to shareholders:
     Income dividends per share                   $   .132           $  0.18
     Capital gains distribution per share         $  1.908           $  0.5345

During the year ended June 30, 1996, the
 Fund designated $33,840,437 as capital
 gain dividends for federal income
 tax purposes.

See accompanying Notes to Financial Statements.


NOTES TO FINANCIAL STATEMENTS


1. SIGNIFICANT ACCOUNTING POLICIES:

The Fund is registered under the Investment Company Act of 1940, as amended, as
a diversified open-end management investment company. The financial statements
have been  prepared in conformity with generally accepted accounting principles
which require management to make certain estimates and assumptions at the date
of the financial statements. The following is a summary of significant
accounting policies consistently followed by the Fund in the preparation of its
financial statements.

Investments  Common stocks traded on a national securities exchange are valued
at the last reported sales price on the last business day of the period or, if
no sale was reported on that date, at the average of the last reported bid and
asked prices. Common stocks traded over-the-counter are valued at the average of
the last reported bid and asked prices. Investment transactions are recorded on
the trade date. Dividend income and distributions to shareholders are recorded
on the ex- dividend dates. Realized gains and losses from investment
transactions and unrealized appreciation and depreciation of investments are
reported on the identified cost basis.

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

Equalization  The Fund uses the accounting practice known as equalization, by
which a portion of the proceeds from sales and costs of redemption of capital
shares, equivalent on a per share basis to the amount of undistributed net
investment income on the date of the transactions, is credited or charged to
undistributed income. As a result, undistributed net investment income per share
is unaffected by sales or redemptions of capital shares. During the year ended
June 30, 1996, $27,236 was reclassified from undistributed net investment income
to capital stock.E

2. PURCHASES AND SALES OF SECURITIES:

The aggregate amounts of security transactions during the year ended June 30,
1996 (excluding repurchase agreements), were as follows:

     Purchases                      $    86,485,796

     Proceeds from sales                108,367,828

3. MANAGEMENT FEES:

Management fees, which include all normal expenses of the Fund other than taxes,
fees and other charges of governmental agencies for qualifying the Fund's shares
for sale, special legal fees, interest and brokerage commissions, are paid to
Jones & Babson, Inc., an affiliated company. These fees are based on average
daily net assets of the Fund at the annual rate of .85 of one percent on net
assets up to $250,000,000, and .70 of one percent on net assets exceeding that
amount. Certain officers and/or directors of the Fund are also officers and/or
directors of Jones & Babson, Inc.

FINANCIAL HIGHLIGHTS

The following table sets forth information as to capital and income changes for
a share outstanding for each of the five
years in the period ended June 30, 1996:

<TABLE>
<CAPTION>
                                                       1996      1995      1994      1993      1992
</CAPTION>

<S>                                                    <C>       <C>       <C>       <C>       <C>
Net asset value, beginning of year                     $13.43    $11.78    $12.30    $11.70    $11.05

     Income from investment operations:
          Net investment income                        0.12      0.18      0.20      0.22      0.20
          Net gains on securities
           (both realized and unrealized)              2.91      2.18      0.27      1.44      0.69
     Total from investment operations                  3.03      2.36      0.47      1.66      0.89

     Less distributions:
          Dividends from net investment income         (0.13)    (0.18)    (0.20)    (0.20)    (0.20)
          Distributions from capital gains             (1.91)    (0.53)    (0.79)    (0.86)    (0.04)
     Total distributions                               (2.04)    (0.71)    (0.99)    (1.06)    (0.24)
Net asset value, end of year                           $14.42    $13.43    $11.78    $12.30    $11.70

Total return                                           23%       20%       4%        14%       8%


Ratios/Supplemental Data

Net assets, end of year (in millions)                  $   280   $   247   $   228   $   245   $   232
Ratio of expenses to average net assets                0.85%     0.85%     0.86%     0.86%     0.86%
Ratio of net investment income to average net assets   0.82%     1.42%     1.54%     1.54%     1.69%
Portfolio turnover rate                                33%       17%       10%       13%       12%
</TABLE>

See accompanying Notes to Financial Statements.




REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
David L. Babson Growth Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including
the statement of net assets, of David L. Babson Growth Fund, Inc. (a Maryland
corporation), as of June 30, 1996, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the  period then ended, and the financial highlights for each of the
five years in the period then ended. These finan- cial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and the financial highlights. Our procedures included confirmation of
securities owned as of June 30, 1996, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement and the financial highlights presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
David L. Babson Growth Fund, Inc. as of June 30, 1996, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended in conformity with generally accepted
accounting principles.

          ARTHUR ANDERSEN LLP

Kansas City, Missouri

July 26, 1996


This report has been prepared for the information of the Shareholders
of David L. Babson Growth Fund, Inc., and is not to be construed
as an offering of the shares of the Fund. Shares of
this Fund and of the other Babson Funds are offered only by
the Prospectus, a copy of which may be obtained from Jones & Babson, Inc.


EQUITIES
Growth Fund
Enterprise Fund*
Enterprise Fund II
Value Fund
Shadow Stock Fund
International Fund

FIXED INCOME
Bond Trust
Money Market Fund
Tax-Free Income Fund


*Closed to new investors.


JONES & BABSON
MUTUAL FUNDS

2440 Perhsing Road
Kansas City, MO 64108-2518
816-471-5200

1-800-4-BABSON
(1-800-422-2766)










<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
David L. Babson Growth Fund, Inc.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                        164493629
<INVESTMENTS-AT-VALUE>                       278318691
<RECEIVABLES>                                   371222
<ASSETS-OTHER>                                 1767217
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               280457130
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     160724019
<SHARES-COMMON-STOCK>                         19443968
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        5908049
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     113825062
<NET-ASSETS>                                 280457130
<DIVIDEND-INCOME>                              4166943
<INTEREST-INCOME>                               321904
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 2280720
<NET-INVESTMENT-INCOME>                        2208127
<REALIZED-GAINS-CURRENT>                      38894419
<APPREC-INCREASE-CURRENT>                     14218102
<NET-CHANGE-FROM-OPS>                         55320648
<EQUALIZATION>                                   27236
<DISTRIBUTIONS-OF-INCOME>                      2370143
<DISTRIBUTIONS-OF-GAINS>                      33840437
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        1633664
<NUMBER-OF-SHARES-REDEEMED>                    2928940
<SHARES-REINVESTED>                            2332901
<NET-CHANGE-IN-ASSETS>                        33174710
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          2258966
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                2280720
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                            13.43
<PER-SHARE-NII>                                    .12
<PER-SHARE-GAIN-APPREC>                           2.91
<PER-SHARE-DIVIDEND>                              .132
<PER-SHARE-DISTRIBUTIONS>                        1.908
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.42
<EXPENSE-RATIO>                                    .85
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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