PAX WORLD FUND INC
N-30D, 1997-02-21
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Dear Pax World Shareholder:

     On September  27, 1996,  shareholders  of the Fund approved the sale of Pax
World  Management  Corp. to members of the Shadek family.  Laurence A. Shadek, a
graduate  of  Franklin  and  Marshall  College  (BA) and New  York  University's
Graduate School of Business Administration (MBA), became a Director and Chairman
of the Board.  The offices of the Fund continue to be located in Portsmouth,  NH
where  Anthony S. Brown (a  co-founder  of the Fund)  continues as Treasurer and
Portfolio  Manager.  The  transition  in  management  is going  smoothly.  Plans
continue for the creation of a socially responsible growth fund.

     Although  stocks posted solid returns in 1996 in response to low inflation,
low  unemployment,  and good profit margins,  these very same factors  generated
inflation  fears  resulting in uncertainty in both the bond and equity  markets.
The market experienced extreme volatility with some intra-day swings of over 100
Dow points.  For example,  on the last day of the year, the Dow Industrials lost
over 101 points.  Your management,  seeking to lessen the risk in the portfolio,
reallocated assets toward short-term government agency bonds. This move resulted
in reducing the portfolio risk to about sixty percent of the risk in the market.

     On page two of this  report,  you will find an  interview  with  Anthony S.
Brown,  Portfolio Manager, who discusses your management's  strategy for dealing
with the 1996 market and compares  the Fund's  total return with several  market
indices.  As a balanced  fund,  Pax World Fund practices  value  investing.  The
Portfolio   Manager  seeks  to  invest  in  high  quality  companies  with  good
fundamentals,  and whose  shares  are of good value  when  their  prices  become
depressed. An example would be Pfizer, Inc. where the gain has been 120%.

     In an  article  entitled,  "Best  Mutual  Funds  for Your  Money  Now" that
appeared  in the  December  23,  1996 issue of Fortune  Magazine,  Pax World was
listed number two among  balanced funds in the study.  We must try harder.  This
article took into account sales load, annual expenses, turnover,  consistency of
management, and total return over the last three years. During that time period,
Pax World's yearly total return averaged 13.53%.

     A balanced fund has several  advantages  for the investor  seeking  income,
long-term  growth,  and less risk than market risk as a whole.  During  times of
high market volatility, if you can leave your money invested over the long term,
you can avoid the results of the high  volatility  that may  accompany the stock
market in the short term. Also, a balanced fund offers  diversification  in both
equities and bonds that helps to manage some of the market risk.

     Whatever your investment  horizon, it makes good sense to develop a regular
investment plan. You may do this by practicing dollar cost averaging,  investing
a regular amount at the same time each month or each quarter. Pax World has made
this easy to do by  creating  the  Fund's  "Automatic  Investment  Plan." A free
packet explaining the "Plan" is available by calling the Fund at 1-800-767-1729.

     You will find on pages two and three of this report  information that gives
a quick  overview of the Fund's  performance,  holdings,  diversifications,  and
allocation  of assets.  In the box on the back panel of this  Annual  Report you
will find the  Fund's  total  return  for the  periods of 1, 5, 10, and 15 years
annualized and cumulative.

     It is always a  pleasure  to  welcome  shareholders  to the  Fund's  Annual
Meeting  that  will be held in Boston on June 12,  1997 at State  Street  Bank &
Trust Company, 225 Franklin Street. Plan now to attend.

     Thank you for your continued support of socially responsible investing.

                                            On behalf of the Directors,

                                            Luther E. Tyson
                                            President
January 10, 1997






QUESTIONS AND ANSWERS - ANTHONY S. BROWN, PORTFOLIO MANAGER

Q.  What factors affected Pax World's performance during the past year?

A.  The Fund  under-performed  the stock  market  during 1996 for the  following
    reasons:
    A)   We  took a  conservative  stance  and  allocated  40%  of  the  overall
         portfolio  to high  grade,  relatively  short term  Federal  Government
         Agency  Bonds  during  the year to  protect  the  shareholders  against
         possible downside risk in the market.
    B)   The stock market  favored the "High Tech"  sector of the market  during
         the year where the Fund  portfolio is lacking  because of high risk and
         social criteria factors.
Q.  How did Pax World's portfolio perform in 1996?
A.  The Fund's  portfolio  finished the year with a total return to shareholders
    of 10.36%.

                                             Total Return for 1996

    PAX WORLD FUND                                  +10.36%
    LIPPER BALANCED FUND INDEX                      +13.01%
    STANDARD & POOR S 500 INDEX                     +22.98%
    DOW JONES COMPOSITE INDEX                       +19.60%
    NYSE COMPOSITE INDEX                            +19.10%

     (The returns on the first three named items reflect  reinvested  dividends.
     There are no reinvested figures for the last two items.)

Q.  What has your investment strategy been during this period?
A.   As the stock market  continued to rise during this period,  we continued to
     lighten up on the equity side of the portfolio and transferred the proceeds
     into 3 to 5 year  maturity  bonds.  We felt the market was over  priced and
     still do, so we chose this method to protect the shareholders somewhat from
     a market correction.
Q.  What are some examples of stocks you purchased during the year?
A.  New  positions  were  taken  in  only  one  company  during  1996:  AirTouch
    Communications,   Inc.  All  other  new  positions  were  taken  in  various
    Government Agency Bond issues.



SECURITY DIVERSIFICATION, 12/31/96

U.S. Government Agency Bonds: 41%
Natural Gas: 12%
Pharmaceuticals: 12%
Retail: 11%
Food: 9%
Other: 9%
Telecommunications: 6%


ASSET ALLOCATION, 12/31/96

Common Stocks: 57%
U.S. Government Agency Bonds: 41%
Cash & Receivables: 2%









TEN YEAR ANNUAL REVIEW
HISTORICAL
                    Pax World Fund, Inc.      Lipper Balanced Fund Index
1986                       $10,000                      $10,000
1987                       $10,258                      $10,203
1988                       $11,409                      $10,989
1989                       $13,901                      $13,134
1990                       $14,946                      $13,065
1991                       $17,026                      $15,681
1992                       $17,089                      $16,393
1993                       $16,984                      $17,560
1994                       $17,249                      $17,340
1995                       $20,168                      $19,799
1996                       $21,204                      $21,100

*Pax World Fund, Inc.
10.36%1 year total return
 7.82%  5 year avg. total return
10.76%10 year avg. total return

Lipper Balanced Fund Index
13.01%  1 year total return
10.84%  5 year avg. total return
11.10%  10 year avg. total return

* The  cumulative  total return  (compounding  reinvested  dividends and capital
gains)  of Pax  World  Fund  over the past ten  years  was  177.77%.  A  $10,000
investment would have grown to $27,777.

The line graph on the above chart for Pax World Fund was adjusted to exclude the
result of  cumulatively  compounding  earnings from dividends and capital gains.
The Lipper Balanced Fund Index also excludes compounding.

PORTFOLIO HIGHLIGHTS
One Year ended 12/31/96

TEN LARGEST STOCK HOLDINGS, 12/31/96
                                          Percent of
Company                                   Net Assets
Merck & Co., Inc. .....................      5.4%
H.J. Heinz Co. ........................      4.1%
Peoples Energy Corp. ..................      3.6%
Toys R Us Inc. ........................      3.5%
Brooklyn Union Gas Co. ................      3.4%
Bay State Gas Co. .....................      3.0%
Gap Inc.  .............................      2.9%
NYNEX Corp. ...........................      2.8%
Wal-Mart Stores Inc....................      2.7%
CPC International Inc. ................      2.6%

TOTAL                                        34.0%








KEY STATISTICS, 12/31/96

12 Month Total Return.........................10.36%

Net Increase in Net Assets Resulting
from Operations........................$49.1 million

Total Net Assets......................$513.4 million






                          PAX WORLD FUND, INCORPORATED
                             SCHEDULE OF INVESTMENTS
                                December 31, 1996


<TABLE>
<CAPTION>

                                                             NUMBER OF                              PERCENT OF
    NAME OF ISSUER AND TITLE OF ISSUE                         SHARES               VALUE            NET ASSETS


                    COMMON STOCKS
<S>                                                            <C>            <C>                   <C>

    CONSUMER PRODUCTS
      Colgate-Palmolive Co. ........................           50,000         $  4,612,500
      Liz Claiborne, Inc. ..........................          190,000            7,338,750
                                                                             -------------
                                                                                11,951,250              2.3%
                                                                             -------------

    ELECTRIC UTILITY
      Teco Energy, Inc..............................          200,000            4,825,000              1.0
                                                                             -------------

    FOOD
      CPC International, Inc. ......................          175,000           13,562,500
      General Mills, Inc. ..........................          200,000           12,675,000
      H.J. Heinz Co. ...............................          600,000           21,450,000
                                                                             -------------
                                                                                47,687,500             9.3

    HOME IMPROVEMENT PRODUCTS
      Masco Corp....................................          100,000            3,600,000              .7
                                                                             -------------

    LOANS - STUDENT
      Student Loan Marketing Association...........            42,600            3,967,125              .8
                                                                             -------------

    MAILING EQUIPMENT...............................
      Pitney Bowes, Inc. ...........................          166,700            9,085,150             1.8
                                                                             -------------  

    NATURAL GAS
      Bay State Gas Co. ............................          553,800           15,644,850
      Brooklyn Union Gas Co. .......................          587,600           17,701,450
      Enron Corp. ..................................          250,000           10,781,250
      Peoples Energy Corp. .........................          551,900           18,695,612
                                                                            --------------
                                                                                62,823,162           12.2
                                                                            --------------

    PACKAGING
      Bemis Co., Inc................................           50,000            1,843,750             .4
                                                                             -------------

    PHARMACEUTICALS
      Bristol-Myers Squibb Co. .....................          100,000           10,875,000
      Johnson & Johnson ............................          236,400           11,760,900
      Merck & Co., Inc. ............................          350,000           27,737,500
      Pfizer, Inc. .................................          118,900            9,853,838
                                                                             -------------
                                                                                60,227,238           11.7
                                                                             -------------

    RETAIL
      Darden Restaurants, Inc. .....................          592,400            5,183,500
      Gap, Inc. ....................................          500,000           15,062,500
      Home Depot, Inc. .............................          150,000            7,518,750
      Toys R Us, Inc................................          600,000           18,000,000
      Wal-Mart Stores, Inc..........................          600,000           13,725,000
                                                                              ------------
                                                                                59,489,750          11.6
                                                                              ------------

</TABLE>







PAX WORLD FUND, INCORPORATED
SCHEDULE OF INVESTMENTS, continued

<TABLE>
<CAPTION>

                                                             NUMBER OF                              PERCENT OF
NAME OF ISSUER AND TITLE OF ISSUE                             SHARES               VALUE            NET ASSETS

<S>                                                            <C>            <C>                   <C>

         COMMON STOCKS, continued

    TELECOMMUNICATIONS
      AirTouch Communications, Inc. ................          300,000      $     7,575,000
      BellSouth Corp. ..............................          100,000            4,037,500
      NYNEX Corp. ..................................          300,000           14,437,500
      U.S. West, Inc. - Communications Group........          200,000            6,450,000
                                                                             -------------
                                                                                32,500,000             6.3%
                                                                             -------------           ------

    TOTAL COMMON STOCKS ............................                           297,999,925            58.1%
                                                                             -------------           ------

                                                           PRINCIPAL
    GOVERNMENT AGENCY BONDS                                 AMOUNT

    Federal Farm Credit Banks Consolidated
      7.750%, due December 9, 1997 .................      $10,000,000           10,187,790
    Federal Home Loan Bank System
      5.660%, due November 9, 1998..................        7,000,000            6,960,590
      5.025%, due February 23, 1999................         9,000,000            8,821,440
      5.825%, due March 12, 1999....................       10,000,000            9,935,900
      5.880%, due March 19, 1999....................       13,000,000           12,955,280
      5.660%, due January 12, 2000..................        5,000,000            4,921,850
    Federal National Mortgage Association
      7.600%, due January 10, 1997..................       10,000,000           10,003,100
      6.050%, due November 10, 1997.................       14,000,000           14,043,484
      7.510%, due November 14, 1997.................       10,000,000           10,155,560
      5.620%, due February 10, 1999.................       10,000,000            9,852,390
      5.230%, due February 24, 1999.................        8,000,000            7,840,560
      6.110%, due September 20, 2000................       12,000,000           11,936,280
      6.080%, due September 25, 2000................        5,000,000            4,968,750
      5.820%, due December 5, 2000..................       15,000,000           14,756,250
      6.340%, due December 20, 2000.................        8,000,000            7,928,720
      5.370%, due February 7, 2001..................       20,000,000           19,315,600
      5.410%, due February 13, 2001.................       10,000,000            9,670,300
      5.360%, due February 16, 2001.................       10,000,000            9,651,600
      6.710%, due July 24, 2001.....................        7,000,000            7,090,790
      7.040%, due September 24, 2001................       11,000,000           11,084,260
    International Bank for Reconstruction
     & Development
        5.875%, due July 16, 1997...................       10,000,000           10,015,600
                                                                            --------------

    TOTAL GOVERNMENT AGENCY BONDS                                              212,096,094            41.3%
                                                                            --------------          -------

          TOTAL INVESTMENTS ........................                           510,096,019            99.4

    Cash and receivables, less liabilities.........                              3,336,926              .6
                                                                            --------------          -------
 
          NET ASSETS...............................                           $513,432,945           100.0%
                                                                            --------------          -------
    See notes to financial statements.

</TABLE>




                      PAX WORLD FUND, INCORPORATED
                   STATEMENT OF ASSETS AND LIABILITIES
                            December 31, 1996




<TABLE>
<CAPTION>

                                 ASSETS
<S>                                                                    <C>         

Investments, at value - note A
  Common stocks (cost - $220,473,813) ..............................   $297,999,925
  Bonds (cost - $214,008,870) ......................................    212,096,094
                                                                       ------------
                                                                        510,096,019

Cash ...............................................................      4,468,131

Receivables
  Dividends and interest ...........................................      4,605,618
                                                                       ------------
    Total assets ...................................................    519,169,768
                                                                       ------------

                               LIABILITIES

Payables
  Capital stock reacquired .........................................      5,274,181

Accrued expenses
  Investment advisory fee ..........................................        222,908
  Transfer agent fee ...............................................        130,000
  Other accrued expenses ...........................................        109,734
                                                                       ------------

    Total liabilities ..............................................      5,736,823
                                                                       ------------

      Net assets (equivalent to $16.56 per share based on
       31,008,406 shares of capital stock outstanding) - note E ....   $513,432,945
                                                                       ------------

      Net asset value, offering price and redemption price per share
       ($513,432,945 / 31,008,406 shares outstanding) ..............   $      16.56
                                                                       ------------

</TABLE>

    See notes to financial statements.


 



                          PAX WORLD FUND, INCORPORATED
             STATEMENT OF OPERATIONS - Year Ended December 31, 1996

<TABLE>
<S>                                                                   <C>                  <C>

    Investment income
      Income - note A
        Dividends ................................................                        $   8,723,197
        Interest..................................................                           11,735,322
                                                                                             ----------
          Total income ...........................................                           20,458,519

      Expenses
        Investment advisory fee - note B .........................     $2,553,873
        Transfer agent fee .......................................        756,988
        Distribution expenses - note D ...........................        502,260
        Custodian fees - note F ..................................        142,038
        Printing .................................................        137,012
        State taxes ..............................................        111,652
        Legal fees and related expenses - note B..................         57,832
        Audit fees ...............................................         54,435
        Directors  fees and expenses - note B                              48,784
        Registration fees ........................................         48,763
        Other.....................................................         32,649
                                                                      -----------
          Total expenses .........................................      4,446,286
          Less: Fees paid indirectly - note F ....................        138,618
                                                                      -----------
             Net expenses ........................................                            4,307,668
                                                                                           ------------
          Investment income - net ................................                           16,150,851
                                                                                            -----------
    Realized and unrealized gain on investments - note C
      Net realized gain on investments ...........................                           26,195,518
      Change in unrealized appreciation of investments
        for the year..............................................                            6,708,027
                                                                                            ----------- 
          Net gain on investments ................................                           32,903,545
                                                                                            -----------
          Net increase in net assets resulting from operations ...                          $49,054,396
                                                                                            -----------


     See notes to financial statements.





                       STATEMENT OF CHANGES IN NET ASSETS

                                                                                     Year Ended December 31
                                                                                     ----------------------
                                                                                  1996                   1995
                                                                                  -----                 -----
Increase in net assets...........................................    
  Operations
   Investment income - net ......................................           $  16,150,851        $  14,647,876
   Net realized gain on investments .............................              26,195,518           11,853,476
   Change in unrealized appreciation of investments                             6,708,0278           83,655,967
                                                                             ------------          ----------- 
    Net increase in net assets resulting from operations.........              49,054,396          110,157,319
Net equalization (debits) .......................................                 (38,061)            (143,513)
Distributions to shareholders from
 Investment income - net ($.55 and $.79 per share,
  respectively) - note A ........................................             (16,099,745)         (22,242,270)
 Net realized gain on investments
 ($.892 and $.14 per share, respectively) - note A (26,195,473)..              (3,936,953)
Capital share transactions - note E .............................              29,735,468            4,892,325
                                                                            -------------        -------------
   Net increase in net assets....................................              36,456,585           88,726,908
Net assets
 Beginning of year ..............................................             476,976,360          388,249,452
                                                                            -------------       --------------
 End of year (including undistributed investment
  income - net of $332,132 and $319,087, respectively)...........            $513,432,945         $476,976,360
                                                                             ------------         ------------
</TABLE>


See notes to financial statements.






                          PAX WORLD FUND, INCORPORATED
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

NOTE A - ACCOUNTING POLICIES

      Pax World  Fund,  Incorporated  (the  "Fund") is a  diversified,  open-end
management  investment  company  registered under the Investment  Company Act of
1940, as amended. Significant accounting policies of the Fund are as follows:

      Valuation of Investments:  Securities listed on any national,  regional or
local  exchange are valued at the closing prices on such  exchanges.  Securities
listed on the NASDAQ national market system are valued using quotations obtained
from the market maker where the security is traded most extensively.

      Federal Income Taxes: The Fund's policy is to comply with the requirements
of the  Internal  Revenue  Code  that are  applicable  to  regulated  investment
companies  and  to  distribute  substantially  all  its  taxable  income  to its
shareholders. Therefore, no Federal income tax provision is required.

      Equalization:   The  Fund   uses   the   accounting   practice   known  as
"equalization"  by which a  portion  of the  proceeds  from  sales  and costs of
redemptions 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.

      Equalization is a permanent  book/tax  difference that causes a difference
between investment income and distributions.

      Distributions  to  Shareholders:  All  distributions  to shareholders  are
recorded by the Fund on the  ex-dividend  dates. In accordance with the Internal
Revenue Code and applicable Revenue Rulings, the amount of the 1995 distribution
which could be designated as a capital gain dividend  ($11,855,124)  was reduced
by $7,918,171,  the amount of the 1994 capital loss carryover  utilized in 1995.
The resulting distribution designated as a capital gain dividend was $3,936,953.
The 1995 distribution of net investment income,  correspondingly,  was increased
by $7,918,171.

      Accounting   Estimates:   The  preparation  of  financial   statements  in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

      Other:   The  Fund  follows   industry   practice  and  records   security
transactions on the trade date. Dividend income is recognized on the ex-dividend
date, and interest income is recognized on an accrual basis.

NOTE B - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

      The Fund has an investment advisory agreement ("Agreement") with Pax World
Management Corp. ("Adviser") which provides for payment by the Fund of an annual
investment  advisory  fee of 3/4 of 1% of its  average  daily net  assets on the
first  $25,000,000  and 1/2 of 1% of its  average  daily net assets in excess of
that amount. Two officers, who are also directors of the Fund, are also officers
and  directors  of the Adviser.  Another two  officers of the Fund,  who are not
directors of the Fund, are also officers of the Adviser.  The Agreement provides
for an expense  reimbursement  from the  Adviser if the Fund's  total  expenses,
exclusive of interest,  brokerage  commissions or fees, and taxes, but including
the investment advisory fee, exceeds 1-1/2% of the average daily net asset value
of the Fund for any full fiscal year. No expense  reimbursement was required for
either 1996 or 1995.

      All Directors are paid by the Fund for attendance at directors' meetings.

      During 1996, the Fund incurred legal fees and related  expenses of $57,832
with  William M.  Prifti,  Esq.,  general  counsel for the Fund.  Mr.  Prifti is
Secretary of the Fund.

      All of the  Adviser's  capital  stock is currently  owned by four siblings
whose  family  has an  ownership  interest  in a  brokerage  firm which the Fund
utilizes to execute security  transactions.  Brokerage  commissions paid to this
firm during 1996 totalled  $68,224  (18.6% of total 1996  commissions).  Of this
amount,  $22,630 was paid  subsequent  to the  siblings'  purchase of  Adviser's
capital stock on September 27, 1996 (48.8% of total  commissions paid during the
September 27, 1996 to December 31, 1996 period).




  


PAX WORLD FUND, INCORPORATED -  NOTES TO FINANCIAL STATEMENTS,  continued

NOTE C - INVESTMENTS

      Purchases  and proceeds  from 1996 sales of  investments,  other than U.S.
Government agency bonds, aggregated $33,703,227 and $117,286,271,  respectively.
Purchases and proceeds from 1996 sales and maturities of U.S.  Government agency
bonds aggregated $141,778,479 and $52,000,000, respectively.

      Net realized  gain or loss on sales of  investments  is  determined on the
basis of  identified  cost.  If  determined  on an average  cost basis,  the net
realized gain for 1996 would have been approximately the same 

      For Federal income tax purposes,  the identified cost of investments owned
at December 31, 1996 was $434,482,683.

NOTE D - DISTRIBUTION EXPENSES

      The Fund  maintains a  distribution  expense  plan  pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended. The plan provides that the
Fund may incur distribution  expenses of up to twenty-five one hundredths of one
percent  (.25%) per annum of its  average  daily net assets to finance  activity
which is primarily intended to result in the sale of Fund shares.  Such expenses
include (but are not limited to) travel and telephone expenses,  preparation and
distribution of sales literature and advertising, and compensation to be paid to
and expenses to be incurred by officers,  directors and/or employees of the Fund
or other third parties for their distributional  services,  if sales of the Fund
are made by such third parties during a fiscal year. The Board may terminate the
plan at any time with no penalty  to the Fund.  If the plan is  terminated,  the
payment of fees to third parties would be discontinued at that time.

NOTE E - CAPITAL AND RELATED TRANSACTIONS

Transactions in capital stock were as follows:

<TABLE>
<CAPTION>

                                                            Year Ended                         Year Ended
                                                            ----------                         ----------
                                                         December 31, 1996                  December 31, 1995
                                                         -----------------                  -----------------
                                                       Shares         Dollars            Shares          Dollars
                                                       ------         -------            ------          -------
<S>                                                  <C>           <C>                 <C>            <C>         
Shares sold ...................................      3,151,719     $ 52,809,366        2,834,187      $ 42,166,166
Shares issued in reinvestment of dividends.....      2,360,551       39,060,319        1,512,585        24,008,199
                                                   ------------   -------------      -----------      ------------
                                                     5,512,270       91,869,685        4,346,772        66,174,365
Shares redeemed...............................      (3,704,015)     (62,134,217)      (4,146,698)      (61,282,040)
                                                    -----------     ------------      -----------      ----------- 

Net increase...................................      1,808,255     $ 29,735,468           200,074      $ 4,892,325
                                                   ------------    ------------        ----------      ----------- 

</TABLE>

The components of net assets at December 31, 1996, are as follows:

<TABLE>
<S>                                                                                            <C>        
Paid-in capital (75,000,000 shares of $1 par value authorized)..........................         $445,407,251
Undistributed investment income.........................................................              332,132
Excess distribution of capital gains....................................................               (1,603)
Accumulated prior years  net realized losses on investments.............................           (7,918,171)
Net unrealized appreciation of investments..............................................           75,613,336
                                                                                                -------------

Net assets..............................................................................         $513,432,945
                                                                                                 ------------
</TABLE>


NOTE F - CUSTODIAN BANK AND CUSTODIAN FEES

    State  Street Bank and Trust  Company is the  custodian  bank for the Fund's
assets.  The  custodian  fees  charged by the bank are  reduced,  pursuant to an
expense  offset  arrangement,  by an  earnings  credit  which is based  upon the
average cash  balances  mantained at the bank.  If the Fund did not have such an
offset  arrangement,  it could  have  invested  the  amount of the  offset in an
income-producing asset.





                          PAX WORLD FUND, INCORPORATED
                              FINANCIAL HIGHLIGHTS

The following  per share data,  ratios and  supplemental  data have been derived
from information  provided in the financial statements and the Fund's underlying
financial records.

1. PER SHARE  COMPONENTS  OF THE NET CHANGE  DURING THE YEAR IN NET ASSET  VALUE
(BASED UPON AVERAGE NUMBER OF SHARES OUTSTANDING).

<TABLE>
<CAPTION>

                                                           Year Ended December 31
                                                           ----------------------

                              1996      1995      1994      1993     1992     1991     1990     1989       1988     1987
                              ------------------------------------------------------------------------------------------
<S>                          <C>      <C>       <C>       <C>      <C>      <C>       <C>      <C>       <C>       <C>   
Net asset value,
   beginning of year ....    $16.33   $13.39    $13.55    $14.27   $14.99   $13.97    $13.98   $11.92    $11.58    $13.19
                             ------   ------    ------    ------   ------   ------    ------   ------    ------    ------

INCOME FROM INVESTMENT OPERATIONS
Investment income  - net.      .550      .80      .49       .51      .64       .82       .60      .61       .61       .55
Realized and unrealized
   gain (loss) on
   investments - net....      1.122     3.07    (.15)     (.66)     (.39)     2.17       .86     2.32       .71     (.15)
                             ------  ------- --------  --------  --------  -------   -------  -------   -------  -------
Total from investment
   operations  ..........     1.672     3.87       .34     (.15)      .25     2.99      1.46     2.93      1.32       .40
                              -----   ------  --------  -------- --------   ------   -------  -------   -------   -------
Less distributions
Dividends from net
   investment income.....      .550       .79(A)  .50       .50      .67       .77       .61      .62       .61      .75
Distributions from
   realized gains .......      .892       .14(A)    -       .07      .13      1.04       .84      .25       .37      1.24
Tax return of capital....         -        -         -         -      .17      .16       .02        -         -       .02
                           -------- -------- --------- --------- --------  -------   ----------------  --------   -------
Total distributions......     1.442      .93       .50       .57      .97     1.97      1.47      .87       .98      2.01
                              -----  -------  --------   ------- --------  -------   -------  -------    ------   -------
Net asset value,
   end of year  .........   $ 16.56  $ 16.33   $ 13.39   $ 13.55  $ 14.27  $ 14.99    $13.97  $ 13.98   $ 11.92   $ 11.58
                            -------  -------   -------   -------  -------  -------    ------  -------   -------   -------
2. TOTAL RETURN .........    10.36%   29.19%     2.65%   (1.05)%      .6%    20.8%     10.5%    24.9%     11.5%      2.6%

3. RATIOS AND SUPPLEMENTAL DATA
Ratio of total expenses
   to average net
   assets (B)  ..........      .89%     .97%      .98%      .94%     1.0%     1.2%      1.2%     1.1%      1.1%      1.1%
Ratio of investment
   income - net to
   average net assets...      3.24%    3.44%     3.66%     3.63%     3.7%     5.1%      5.4%     5.8%      5.0%      4.1%
Portfolio turnover rate      34.55%   28.44%    25.45%    22.15%    17.4%    25.7%     38.9%    37.4%     57.5%    123.9%
Average commission
   rate paid (C).........   $ .0599 $ .0714
Net assets, end
   of year (`000s)......   $513,433 $476,976  $388,249  $462,762 $469,275 $270,488  $119,831 $ 93,030  $ 73,650  $ 65,787
Number of capital
   shares outstanding,
   end of year (`000s)...    31,008   29,200    29,000    34,142   32,878   18,042     8,576     6,653     6,177     5,683
                           -------- --------  --------  -------- -------- ------------------------------------------------
</TABLE>

(A) Reference is made to note A to the financial statements.
(B) In order to conform to current  disclosure  requirements,  the 1996 and 1995
ratios are based upon total  expenses,  including  the gross amount of custodian
fees (before  being  reduced  pursuant to an expense  offset  arrangement).  The
ratios for prior years were based upon net  expenses  and are not required to be
restated.
(C) The 1996 and 1995  average  commission  rates are  presented  to  conform to
current disclosure requirements. This disclosure was not required in prior years
and has not been computed for the prior years.








                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholders
Pax World Fund, Incorporated

    We have audited the statement of assets and  liabilities  of Pax World Fund,
Incorporated,  including the schedule of investments,  at December 31, 1996, and
the related  statement of operations  for the year then ended,  the statement of
changes in net  assets  for each of the two years in the  period  then ended and
financial  highlights for each of the ten years in the period then ended.  These
financial  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 audits 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.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1996, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
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 Pax
World Fund, Incorporated at December 31, 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 financial highlights for each of the ten years in the
period then ended, in conformity with generally accepted accounting principles.


Pannell Kerr Forster, P.C.

January 17, 1997






            PAX WORLD FUND, INCORPORATED
                222 State Street
            Portsmouth, NH 03801-3853
                 1-800-767-1729
                 www.paxfund.com


A NO-LOAD DIVERSIFIED FUND

Transfer and Disbursing Agent
PFPC, Inc.
P.O. Box 8950
Wilmington, DE 19899

General Counsel
William M. Prifti, Esq.
220 Broadway
Suite 204
Lynnfield, MA 01940

Independent Auditors
Pannell Kerr Forster, P.C.
125 Summer Street
Boston, MA 02110

Investment Adviser
Pax World Management Corp.
222 State Street
Portsmouth, NH 03801-3853
1-800-767-1729

All account inquiries should be addressed to:
Pax World Fund, Inc.
P.O. Box 8930
Wilmington, DE 19899-8930

For Shareholder Account Information:
1-800-372-7827

              PAX WORLD FUND, INC
                  TOTAL RETURN

           Annualized     Cumulative
1 Year        10.36%          10.36%
5 Years        7.82%          45.71%
10 Years      10.76%         177.77%
15 Years      12.67%         498.20%


                       ANNUAL
                       REPORT
                  DECEMBER 31, 1996



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