PAX WORLD GROWTH FUND INC
497, 2000-11-01
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PAX WORLD GROWTH FUND, INC.

Supplement dated November 1, 2000 to the
Prospectus and Statement of Additional Information
dated May 21, 1999*

         On June 8, 2000, certain changes to the Fund's fundamental investment
policies were approved to permit the Fund to invest up to a total of 25% of the
value of its assets in securities of foreign issuers.

         On June 8, 2000, Paul I. Gulden, Jr. joined Robert P. Colin as
portfolio co-manager of the Fund. Mr. Gulden is the division head and chief
investment officer of H.G. Wellington Capital Management, a division of H.G.
Wellington & Co., Inc., a registered broker dealer the Fund has used and may
continue to use to execute portfolio transactions ("H.G. Wellington"). Before
joining H.G. Wellington in 1977, Mr. Gulden was the senior portfolio manager and
a general partner in the advisory and brokerage firm of McMullen & Hard, and
earlier worked as an investment specialist for the International Division of the
Bank of New York. Mr. Gulden is a graduate of the University of Virginia and
studied accounting and economics at New York University Graduate School of
Business. He is a member of the New York Society of Security Analysts and the
International Society of Financial Analysts.

         On July 1, 2000, the law firm of Kurzman Karelsen & Frank, LLP ("KKF")
succeeded Bresler Goodman & Unterman, LLP ("BGU") as general counsel to the Fund
as a result of the merger of the practices of Lee D. Unterman (Secretary to the
Fund) and Kevin J. Lake, formerly of BGU, into KKF.

         At the direction of the Board of Directors of the Fund, the Fund is
waiving initial sales charges imposed on shares of the Fund purchased on and
after November 1, 1999 until otherwise directed by the Board of Directors of the
Fund.

         *This Supplement supersedes the Supplements dated November 1, 1999 and
August 15, 2000 to the Prospectus and Statement of Additional Information dated
May 21, 1999.




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