ASSIGNMENT

EX99.23(c)

                             A MARYLAND CORPORATION

                             BABSON VALUE FUND, INC.
                     Common Stock Par Value, $1.00 Per Share



      THIS CERTIFIES THAT ________________________________________________ is

the registered holder of ______________________________________________ Shares

of

                             BABSON VALUE FUND, INC.


transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.


      IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly  authorized  officers and its  Corporate  Seal to be hereunto
affixed this ___________day of _____________________A.D. 19__.


----------------------------      ----------------------------
         Secretary                           President


Registered and Countersigned

By    ________________________________
      Authorized Person






                              DEMAND FOR REDEMPTION


      THE UNDERSIGNED  SHAREHOLDER  hereby  surrenders to the  Corporation  this
certificate  and  the  shares  evidenced  thereby  and  demands   redemption  in
accordance   with  the   provisions  of  Article   ______  of  the  Articles  of
ncorporation and as described in the Prospectus.




______________________, 19__  ---------------------------------------
Date                                   Shareholder



--------------------------------
Witness



          THE SHAREHOLDER SHOULD REFER TO THE PROSPECTUS
               FOR SIGNATURE GUARANTEE REQUIREMENTS



                  ASSIGNMENT


      For Value Received, _________ hereby
sell, assign and transfer unto 
---------------------------------------
---------------------------------------
Shares represented by the within Certificate,
and do hereby irrevocably constitute and
appoint -------------------------------
Attorney  to  transfer  the  said  Shares 
on  the  Books  of the  within  named Corporation
with full powers of substitution in the premises.


      Dated _____________________, 19__

           In the presence of

     ------------------------

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT,
OR ANY CHANGE WHATEVER.

CUSIP 056177-10-8
COM