PAX WORLD FUND INC
N-30D, 1999-02-26
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Dear Pax World Fund Shareholder:

     The year 1998 was  another  excellent  one for Pax World Fund and its loyal
family of  shareholders.  The Fund  achieved a total  return of  24.62%,  and in
December, the net asset value rose to an all-time high of $21.73.

     Pax World Fund enjoyed  consistently high rankings in 1998, including being
the  top-performing  balanced  fund  among  the  394  funds  tracked  by  Lipper
Analytical Services for the one-year period ending October 8, 1998. The Fund was
often  among  the top ten  funds  on the WALL  STREET  JOURNAL'S  Balanced  Fund
Scorecard,  made many  magazines'  "best funds" lists,  and was ranked as the #1
balanced fund through September 30, 1998 by U.S. NEWS AND WORLD REPORT.

     Co-managers  Chris Brown and Bob Colin  deserve much credit for their sound
strategy during a year of volatile stock prices. And on the fixed income side of
the  portfolio,  their ability to maintain a stable  dividend  level in spite of
steadily  falling  interest  rates  was  equally  impressive,  if less  publicly
visible.  For further insight into their efforts,  please read the Questions and
Answers discussion on page 3.

     The stock market has  experienced  unprecedented  growth over the past four
years and it will be a  challenge  to sustain  that  performance  again in 1999.
Although the economic problems of Latin America and Southeast Asia are likely to
affect certain  sectors of the U.S.  economy,  we expect that our Gross Domestic
Product  (GDP) will be up in 1999,  as will  corporate  profits.  Hence,  we are
cautiously optimistic for the year ahead.

     Once again,  your Fund's  excellent  financial  results were achieved while
adhering to the social screens that have been the  cornerstone of the Fund since
its inception.  You can be justifiably proud of the fact that Pax World Fund has
again demonstrated that social responsibility and investment performance are not
mutually exclusive goals.

     We encourage as many  shareholders as possible to attend the annual meeting
at the State  Street  Bank and  Trust  Company,  225  Franklin  Street,  Boston,
Massachusetts, on Thursday, June 10, 1999.

     Sincerely,




     Laurence A. Shadek                                       Thomas W. Grant
     Chairman                                                 President


     February 12, 1999

                                       2
<PAGE>

                              QUESTIONS AND ANSWERS
         ROBERT P. COLIN AND CHRISTOPHER H. BROWN, PORTFOLIO CO-MANAGERS

Q.  What  were  the  most  important  factors  that  influenced  the  investment
    performance of Pax World Fund during 1998?
A.  Pax World Fund  out-performed  most other balanced  (bond/stock)  funds last
    year for the following reasons:
     1. During the first quarter of 1998 when the general market rose 13.5%,  we
        elected to raise the Fund's  cash and  equivalent  position  from 24% at
        year-end  1997 to 32.5% at the end of the  first  quarter  of 1998.  The
        sharp drop in share prices during  August-September  -- 22% from peak to
        trough -- presented an  opportunity  to re-deploy  those funds back into
        common equities at what proved to be attractive prices.
     2. The Fund's two  largest  investment  sectors --  telecommunications  and
        health  care --  out-performed  most other  sectors  and the market as a
        whole.  Moreover,  we had added to several  positions  within  these two
        sectors during the period of market weakness.
     3. Technology,  in which Pax World  Fund  traditionally  had only a nominal
        exposure,  was increased  from 2.4% at year-end 1997 to 7.4% by year-end
        1998.  This decision  contributed  measurably to the  performance of the
        Fund, particularly during the final quarter of the year.

Q.  In carrying out the strategies described above, please give us some examples
    of stocks bought and sold during 1998.
A.  Indicative  of the rather  dramatic  changes in  strategies  which  occurred
    against a backdrop of extreme market  volatility  during 1998, a total of 11
    stocks were sold while 15 new positions were established.  All of the Fund's
    holdings  in the food  industry,  as well as some retail  issues,  were sold
    during  the  first  quarter  of the  year.  Some  of  those  decisions  were
    predicated on high valuations while others reflected social concerns.  Among
    the new purchases by the Fund were: Amgen - biotech pharmaceuticals;  Compaq
    - personal  computers  (PCs);  EMC -  computer  storage  systems;  Guidant -
    medical devices; MediaOne - cable TV; and Sony consumer electronics.

Q.  How did Pax World perform in 1998?
A.  The Net Asset Value (NAV) of the Fund set new records during 1998 and closed
    the year at $21.64 per share  versus an NAV of $18.52 per share at  year-end
    1997.  Following are some Total Return  (interest  and dividend  income plus
    capital appreciation) comparisons:

                              TOTAL RETURN FOR 1998
         Pax World Fund..........................................24.62%
         Lipper Balanced Fund Index .............................15.09%
         Dow Jones Industrial Average............................18.13%


(PIE CHART)
SECURITY DIVERSIFICATION, 12/31/98
Government Agency Bonds 25%
Telecommunications 16%
Health Care 13%
Technology 7%
Energy 11%
Money Markets 10%
Consumer 13%
Financial 3%
Corporate Bonds 1%

(PIE CHART)
ASSET ALLOCATION, 12/31/98
Common Stocks 63%
Bonds 26%
Cash and Equivalents 11%

                                       3
<PAGE>

(CHART)
TEN YEAR ANNUAL TOTAL RETURN
HISTORICAL
               PAX WORLD FUND, INC.  LIPPER BALANCED FUND INDEX
1988                $10,000                  $10,000
1989                $12,492                  $12,145
1990                $13,537                  $12,076
1991                $15,617                  $14,692
1992                $15,680                  $15,404
1993                $15,575                  $16,571
1994                $15,840                  $16,351
1995                $18,759                  $18,810
1996                $19,795                  $20,111
1997                $22,307                  $22,116
1998                $24,769                  $23,625

*PAX WORLD FUND, INC.
24.62%     1 YR. TOTAL RETURN
17.94%     5 YR. AVG. TOTAL RETURN
14.24%     10 YR. AVG. TOTAL RETURN

LIPPER BALANCED FUND INDEX
15.09%     1 YR. TOTAL RETURN
13.87%     5 YR. AVG. TOTAL RETURN
13.32%     10 YR. AVG. TOTAL RETURN

*The  cumulative  total return  (compounding  reinvested  dividends  and capital
gains)  of Pax  World  Fund  over the past ten  years  was  278.67%.  A  $10,000
investment would have grown to $37,867.

     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.

     Total return figures represent past  performance,  which is no guarantee of
future results.

PORTFOLIO HIGHLIGHTS

TEN LARGEST STOCK HOLDINGS, 12/31/98
                                         PERCENT OF
COMPANY                                  NET ASSETS
AirTouch Communications Inc...................6.0%
Gap Inc.......................................5.0%
SBC Communications Inc. ......................4.5%
Amgen Inc.....................................3.7%
Merck & Co. Inc. .............................3.5%
Enron Corp. ..................................3.4%
Pitney Bowes Inc. ............................2.8%
Bay State Gas Co. ............................2.6%
Peoples Energy Corp...........................2.6%
KeySpan Energy Corp...........................2.2%
TOTAL                                        36.3%


KEY STATISTICS, 12/31/98

Change in NAV ($18.52 to $21.64).............$3.12

Distributions to Shareholders
(per share).................................$1.348

12 Month Total Return.......................24.62%

Net Increase in Net Assets Resulting
From Operations.....................$161.7 million

Total Net Assets....................$837.8 million

                                       4
<PAGE>

ANNUAL MEETING OF SHAREHOLDERS

     An Annual Meeting of the Shareholders of the Fund was held at 10:45 a.m. on
Thursday, June 11, 1998 at the State Street Bank and Trust Company, 225 Franklin
Street,  Boston,  MA 02110.  The matters voted upon and the number of votes cast
for,  against  or  withheld,  as well as the  number of  abstentions  and broker
non-votes as to each matter, are as follows:

     (A) to elect a Board of eight Directors, each to hold office until the next
Annual Meeting of the  Shareholders  of the Fund or until a successor shall have
been chosen and shall have qualified:

C. Lloyd Bailey
   For:                       19,176,371.227
   Against:                      420,611.266
   Abstain:                       23,714.000
   Broker Non-Votes:                   0.000

Carl H. Doerge, Jr.
   For:                       19,303,706.493
   Against:                      293,276.000
   Abstain:                       23,714.000
   Broker Non-Votes:                   0.000

Thomas W. Grant
   For:                       19,272,693.372
   Against:                      324,289.121
   Abstain:                       23,714.000
   Broker Non-Votes:                   0.000

Joy L. Liechty
   For:                       19,339,412.683
   Against:                      257,569.810
   Abstain:                       23,714.000
   Broker Non-Votes:                   0.000

Laurence A. Shadek
   For:                       19,274,339.921
   Against:                      322,642.572
   Abstain:                       23,714.000
   Broker Non-Votes:                   0.000

Sanford C. Sherman
   For:                       19,334,685.614
   Against:                      262,296.879
   Abstain:                       23,714.000
   Broker Non-Votes:                   0.000

Nancy S. Taylor
   For:                       19,338,101.310
   Against:                      258,881.183
   Abstain:                       23,714.000
   Broker Non-Votes:                   0.000

                                       5
<PAGE>

Esther J. Walls
   For:                       19,301,566.675
   Against:                      295,415.818
   Abstain:                       23,714.000
   Broker Non-Votes:                   0.000

(constituting all of the members of the Board of Directors of the Fund);

     (B) to ratify the  selection  by the Board of  Directors  of  Pannell  Kerr
Forster PC as the independent public accountants of the Fund for the year ending
December 31, 1998:

                    For:                          18,926,373.167
                    Against:                         134,423.458
                    Abstain:                         559,899.868
                    Broker Non-Votes:                      0.000

     (C) to amend the  By-Laws of the Fund and to approve of certain  changes to
the Fund's fundamental investment policies so as to permit the Fund to invest in
the Pax World Money Market Fund, Inc.:

                    For:                          16,986,442.666
                    Against:                         492,850.008
                    Abstain:                         610,621.819
                    Broker Non-Votes:              1,530,782.000

     (D) to transact such other business as may properly come before such annual
meeting or any adjournment thereof:

                    For:                          17,827,671.573
                    Against:                         474,351.137
                    Abstain:                       1,318,673.783
                    Broker Non-Votes:                      0.000

                                       6

<PAGE>

                          PAX WORLD FUND, INCORPORATED
                             SCHEDULE OF INVESTMENTS
                                December 31, 1998

<TABLE>
<CAPTION>
                                                              NUMBER OF                        PERCENT OF
NAME OF ISSUER AND TITLE OF ISSUE                              SHARES          VALUE           NET ASSETS

                  COMMON STOCKS
<S>                                                            <C>          <C>                <C>
CONSUMER
   Champion Enterprises, Inc.........................          408,200      $ 11,174,475
   Gap, Inc..........................................          750,000        42,187,500
   Masco Corp........................................          200,000         5,750,000
   MediaOne Group, Inc...............................          175,000         8,225,000
   OfficeMax, Inc....................................          250,000         3,062,500
   Sony Corp. ADR....................................           50,000         3,587,500
   Starbucks Corp....................................          210,000        11,786,250
   Tribune Co........................................          200,000        13,200,000
   Wendy's International, Inc........................          350,000         7,634,375
                                                                            ------------
                                                                             106,607,600            12.7%
                                                                            ------------

ENERGY
   Bay State Gas Co..................................          553,800        22,048,162
   Enron Corp........................................          500,000        28,531,250
   KeySpan Energy Corp...............................          587,600        18,215,600
   Peoples Energy Corp...............................          551,900        22,007,013
                                                                            ------------
                                                                              90,802,025            10.8
                                                                            ------------

FINANCIAL
   MBIA, Inc.........................................           75,000         4,917,187
   SLM Holding Corp..................................          200,000         9,600,000
   Unum Corp.........................................          135,000         7,880,625
                                                                            ------------
                                                                              22,397,812             2.7
                                                                            ------------

HEALTH CARE
   Amgen, Inc........................................          300,000        31,368,750
   Baxter International Inc..........................          120,000         7,717,500
   Bristol-Myers Squibb Co...........................          125,000        16,726,563
   Guidant Corp......................................          100,000        11,025,000
   Johnson & Johnson.................................          100,000         8,387,500
   Medtronic, Inc....................................          100,000         7,425,000
   Merck & Co., Inc..................................          200,000        29,537,500
                                                                            ------------
                                                                             112,187,813            13.4
                                                                            ------------

TECHNOLOGY
   Compaq Computer Corp..............................          300,000        12,581,250
   Computer Associate International, Inc.............          150,000         6,393,750
   EMC Corp. (Mass.).................................          125,000        10,625,000
   Fiserv, Inc.......................................          175,000         9,001,563
   Pitney Bowes, Inc.................................          350,000        23,121,875
                                                                            ------------
                                                                              61,723,438             7.4
                                                                            ------------
</TABLE>

                                       7

<PAGE>

<TABLE>
<CAPTION>

PAX WORLD FUND, INCORPORATED
SCHEDULE OF INVESTMENTS, CONTINUED

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

         COMMON STOCKS, CONTINUED
<S>                                                             <C>        <C>          
TELECOMMUNICATIONS
   AirTouch Communications, Inc......................           700,000    $  50,487,500
   BellSouth Corp....................................           350,000       17,456,250
   Loral Space Communications........................           500,000        8,906,250
   MCI Worldcom, Inc.................................           100,000        7,175,000
   SBC Communications, Inc...........................           702,720       37,683,360
   U.S. West, Inc. - Communications Group............           200,000       12,925,000
                                                                           -------------
                                                                             134,633,360            16.1%
                                                                           -------------          ------

      TOTAL COMMON STOCKS............................                        528,352,048            63.1
                                                                           -------------          ------

                                                             PRINCIPAL
                                                              AMOUNT 
            GOVERNMENT AGENCY BONDS

Federal Farm Credit Bank
<S>                                                         <C>                <C>      
   5.000%, due October 2, 2003.......................       $10,000,000        9,931,200

Federal Home Loan Bank System
   5.025%, due February 23, 1999.....................         9,000,000        8,998,560
   5.880%, due March 19, 1999........................        13,000,000       13,020,280
   5.660%, due January 12, 2000......................         5,000,000        5,002,350
   5.630%, due January 29, 2001......................        10,000,000        9,990,600
   5.025%, due November 5, 2002......................        10,000,000        9,859,400
   5.905%, due December 23, 2002.....................        14,000,000       14,369,740
   5.590%, due October 6, 2003.......................        12,000,000       11,896,920
   5.250%, due October 27, 2003......................        10,000,000        9,859,330

Federal Home Loan Mortgage Corp.
   6.110%, due June 18, 2003.........................        10,000,000        9,995,300

Federal National Mortgage Association
   6.110%, due September 20, 2000....................        12,000,000       12,219,360
   6.080%, due September 25, 2000....................         5,000,000        5,089,050
   5.820%, due December 5, 2000......................        15,000,000       15,227,400
   5.370%, due February 7, 2001......................        20,000,000       20,153,200
   5.410%, due February 13, 2001.....................        10,000,000       10,084,400
   5.360%, due February 16, 2001.....................        10,000,000       10,075,000
</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>

PAX WORLD FUND, INCORPORATED
SCHEDULE OF INVESTMENTS, CONTINUED

                                                             PRINCIPAL                         PERCENT OF  
NAME OF ISSUER AND TITLE OF ISSUE                              AMOUNT          VALUE           NET ASSETS

GOVERNMENT AGENCY BONDS, CONTINUED

Federal National Mortgage Association,
CONTINUED
<S>                                                        <C>            <C>                  <C>
   6.000%, due April 30, 2001........................      $  9,000,000   $    9,016,830
   6.710%, due July 24, 2001.........................         7,000,000        7,276,710
   5.430%, due November 3, 2003......................        10,000,000        9,881,200
   5.375%, due November 17, 2003.....................         8,000,000        7,952,480
                                                                          --------------

      TOTAL GOVERNMENT AGENCY BONDS..................                        209,899,310
                                                                          --------------

            CORPORATE BONDS

American General Finance Corp.
   5.750%, due November 1, 2003......................         2,500,000        2,506,872
Sears Roebuck Acceptance Corp.
   6.000%, due March 20, 2003........................         2,500,000        2,527,365
                                                                          --------------

      TOTAL CORPORATE BONDS..........................                          5,034,237
                                                                          --------------

      TOTAL BONDS....................................                        214,933,547             25.6%
                                                                          --------------           ------

                                                             NUMBER
              MONEY MARKET SHARES                           OF SHARES

Pax World Money Market Fund..........................        87,285,202       87,285,202             10.4
                                                                           -------------           ------

      TOTAL INVESTMENTS..............................                        830,570,797             99.1

Cash and receivables, less liabilities...............                          7,201,727               .9
                                                                           -------------           ------

      NET ASSETS.....................................                       $837,772,524            100.0%
                                                                           -------------           ------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       9

<PAGE>

<TABLE>
<CAPTION>

                                PAX WORLD FUND, INCORPORATED
                             STATEMENT OF ASSETS AND LIABILITIES
                                      December 31, 1998


                                           ASSETS

Investments, at value - note A
<S>                                                                            <C>         
   Common stocks (cost - $279,762,818) .....................................   $528,352,048
   Bonds (amortized cost - $213,710,177) ...................................    214,933,547
   Pax World Money Market Fund (cost - $87,285,202) ........................     87,285,202
                                                                               ------------
                                                                                830,570,797

Cash .......................................................................      5,710,304

Receivables
   Capital stock sold ......................................................        864,735
   Dividends and interest ..................................................      3,709,990
                                                                               ------------

      Total assets .........................................................    840,855,826
                                                                               ------------

                                         LIABILITIES

Payables
   Investment securities purchased .........................................      1,159,375
   Capital stock reacquired ................................................      1,304,600
Accrued expenses
   Investment advisory fee - note B ........................................        339,313
   Transfer agent fee ......................................................        115,000
   Other accrued expenses ..................................................        165,014
                                                                               ------------

      Total liabilities ....................................................      3,083,302
                                                                               ------------

         Net assets (equivalent to $21.64 per share based on 38,712,054
          shares of capital stock outstanding) - note E ....................   $837,772,524
                                                                               ------------

         Net asset value, offering price and redemption price per share
          ($837,772,524 / 38,712,054 shares outstanding) ...................   $      21.64
                                                                               ------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                             10

<PAGE>

<TABLE>
<CAPTION>

                          PAX WORLD FUND, INCORPORATED
                             STATEMENT OF OPERATIONS
                          Year Ended December 31, 1998

Investment income
<S>                                                                 <C>          <C>
   Income - note A
      Dividends
         Pax World Money Market Fund......................         $1,629,146
         Other investments................................          6,195,418    $   7,824,564
                                                                   ----------
      Interest ...........................................                          15,229,468
                                                                                 -------------

            Total income..................................                          23,054,032

   Expenses
      Investment advisory fee - note B....................          3,599,066
      Distribution expenses - note D......................          1,390,243
      Transfer agent fee..................................            799,510
      State taxes.........................................            324,111
      Custodian fees - note F.............................            186,875
      Printing and mailing................................            173,867
      Legal fees and related expenses - note B............             95,062
      Registration fees...................................             66,298
      Other...............................................             49,033
      Directors' fees and expenses - note B ..............             41,822
      Audit fees..........................................             35,904
                                                                   ----------

         Total expenses...................................          6,761,791

         Less: Fees paid indirectly - note F..............            181,574
                                                                   ----------

                 Net expenses.............................                           6,580,217
                                                                                 -------------

         Investment income, net...........................                          16,473,815
                                                                                 -------------

Realized and unrealized gain on investments - note C
   Net realized gain on investments.......................                          32,342,171
   Change in unrealized appreciation of investments
    for the year..........................................                         112,901,738
                                                                                 -------------

         Net gain on investments..........................                         145,243,909
                                                                                 -------------

         Net increase in net assets resulting from
          operations......................................                       $ 161,717,724
                                                                                 -------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.

                                               11

<PAGE>

<TABLE>
<CAPTION>

                                PAX WORLD FUND, INCORPORATED
                             STATEMENT OF CHANGES IN NET ASSETS

                                                                     Years Ended
                                                                     December 31
                                                            ------------------------------
                                                                1998              1997
                                                            -------------    -------------
<S>                                                         <C>              <C>          
Increase in net assets
   Operations
      Investment income - net ...........................   $  16,473,815    $  15,102,768
      Net realized gain on investments ..................      32,342,171       50,894,781
      Change in unrealized appreciation of investments ..     112,901,738       61,297,526
                                                            -------------    -------------
         Net increase in net assets resulting from
          operations ....................................     161,717,724      127,295,075
   Net equalization credits .............................         275,435           54,638
   Distributions to shareholders from
      Investment income - net ($.468 and $.503 per share,
        respectively) - note A ..........................     (16,751,495)     (15,480,324)
      Net realized gain on investments ($.880 and $1.650
        per share, respectively) - note A ...............     (32,342,583)     (50,894,724)
   Capital share transactions - note E ..................      95,872,040       54,593,793
                                                            -------------    -------------
         Net increase in net assets .....................     208,771,121      115,568,458

Net assets
   Beginning of year ....................................     629,001,403      513,432,945
                                                            -------------    -------------

   End of year (including undistributed investment
      income - net of $6,969 and $9,214, respectively) ..   $ 837,772,524    $ 629,001,403
                                                            -------------    -------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                             12

<PAGE>

                          PAX WORLD FUND, INCORPORATED
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

     Pax World Fund, Incorporated ("Fund") is a diversified, open-end management
investment  company  registered  under the  Investment  Company Act of 1940,  as
amended.  The Fund's policy is to invest in  securities  of companies  producing
goods and  services  that  improve  the quality of life and that are not, to any
degree,  engaged in  manufacturing  defense  or  weapons-related  products.  Its
investment objective is primarily to provide its shareholders with a diversified
holding of securities of companies which offer primarily income and conservation
of  principal  and  secondarily  possible  long-term  growth of capital  through
investment in common and preferred stocks and debt securities.

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. Shares in money market funds are valued
at $1 per share.

INVESTMENT TRANSACTIONS

     Investment  transactions  are recorded as of the date of purchase,  sale or
maturity.  Net realized gains and losses are  determined on the identified  cost
basis, which is also used for Federal income tax purposes.

INVESTMENT INCOME

     Dividend  income is recorded on the  ex-dividend  date.  Interest income is
recorded  on  the  accrual   basis  and  includes   accretion  of  discount  and
amortization of premiums.

     Commencing  January 1, 1997, the Fund amortizes  purchase price premium and
accretes  discount  on bonds  over the  remaining  life of the  bonds  using the
effective interest method of amortization;  for callable bonds, the amortization
period is to the first call date. Net discount accretion (premium  amortization)
for 1998 and 1997 was $219,398 and ($765,743), respectively. The amount for 1997
is net of the one-time  charge for net premium  amortization  through January 1,
1997 on bonds held on that date. Reference is made to note G.

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.

                                       13

<PAGE>

PAX WORLD FUND, INCORPORATED
NOTES TO FINANCIAL STATEMENTS,  continued


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.

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.


NOTE B - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Pursuant to an Advisory  Agreement  ("Agreement")  between the Fund and Pax
World Management Corp.  ("Adviser"),  the Adviser furnishes  investment advisory
services in connection with the management of the Fund. Under the Agreement, the
Adviser,  subject to the  supervision  of the Board of Directors of the Fund, is
responsible  for  managing  the  assets  of the  Fund  in  accordance  with  its
investment  objectives,  investment program and policies. The Adviser determines
what securities and other instruments are purchased and sold for the Fund and is
responsible  for obtaining and  evaluating  financial data relevant to the Fund.
The  Agreement  provides  for  payment  by the Fund to the  Adviser 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.  Two other  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 1998 or 1997.

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

     During 1998, the Fund incurred  legal fees and related  expenses of $95,062
with Bresler  Goodman & Unterman,  LLP,  general  counsel for the Fund.  Mr. Lee
Unterman, a partner with that firm, is Secretary of the Fund.

                                       14

<PAGE>

PAX WORLD FUND, INCORPORATED
NOTES TO FINANCIAL STATEMENTS, continued


     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 1998 and 1997 totaled  $140,863 and $132,372,  respectively,  (27.8%
and 36.3%, respectively of total 1998 and 1997 commissions).

     At the June 11, 1998 Annual Meeting,  the shareholders  approved changes to
the  Fund's  investment  policies  to permit the Fund to invest in the Pax World
Money Market Fund, which is also managed by the Adviser.


NOTE C - INVESTMENTS

     Purchases  and proceeds  from sales of  investments,  excluding  short-term
investments  and U.S.  Government  agency  bonds,  aggregated  $155,368,899  and
$101,313,490,  respectively,  for 1998.  Purchases  and proceeds  from sales and
maturities  of  U.S.   Government  agency  bonds  aggregated   $120,062,159  and
$64,900,000, respectively, for 1998.

     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 1998 would have been approximately the same.

     For Federal income tax purposes,  the identified cost of investments  owned
at  December  31,  1998 was  $580,758,197.  Gross  unrealized  appreciation  and
depreciation   of   investments   aggregated    $251,955,848   and   $2,143,248,
respectively,  at December 31, 1998, resulting in net unrealized appreciation of
$249,812,600.


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 to finance activity which is primarily intended
to  result  in the sale of Fund  shares.  These  expenses  include  (but are not
limited to) advertising expenses,  the cost of printing and mailing prospectuses
to potential  investors,  commissions and account  servicing fees paid to, or on
account of, broker-dealers or certain financial  institutions which have entered
into  agreements  with  the  Fund,  compensation  to and  expenses  incurred  by
officers,  directors  and/or  employees  of the  Fund for  their  distributional
services and indirect and overhead costs associated with the sale of Fund shares
(including,  but not  limited  to,  travel  and  telephone  expenses).  The Plan
provides that (i) up to twenty-five  one hundredths of one percent (.25%) of the
average  daily net assets of the Fund per annum may be used to pay for  personal
service and/or the  maintenance of shareholder  accounts  (service fee) and (ii)
total  distribution  fees  (including  the  service  fee of .25%) may not exceed
thirty-five one hundredths of one percent (.35%) of the average daily net assets
of the Fund per annum. The Plan may be terminated at any time,  without penalty,
by (a) the vote of a majority of the Directors who are not interested persons of
the Fund and who have no direct or indirect  financial interest in the operation
of the  Plan or in any  agreement  related  to the  Plan or (b) the  vote of the
holders  of a majority  of the  outstanding  shares of the Fund.  If the Plan is
terminated,  the payment of fees to third parties would be  discontinued at that
time.

                                       15

<PAGE>

PAX WORLD FUND, INCORPORATED
NOTES TO FINANCIAL STATEMENTS,  continued


NOTE E - CAPITAL AND RELATED TRANSACTIONS

     Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
                                        Year Ended                      Year Ended
                                     December 31, 1998               December 31, 1997
                             ------------------------------    ------------------------------
                                 Shares          Dollars          Shares           Dollars
                             -------------    -------------    -------------    -------------
<S>                              <C>          <C>                  <C>          <C>          
Shares sold ..............       9,126,274    $ 182,396,781        2,794,352    $  50,868,833
Shares issued in reinvest-
  ment of distributions ..       2,232,027       45,625,923        3,363,399       61,541,465
                             -------------    -------------    -------------    -------------
                                11,358,301      228,022,704        6,157,751      112,410,298

Shares redeemed ..........      (6,617,044)    (132,150,664)      (3,195,360)     (57,816,505)
                             -------------    -------------    -------------    -------------
Net increase .............       4,741,257    $  95,872,040        2,962,391    $  54,593,793
                             -------------    -------------    -------------    -------------
</TABLE>
<TABLE>
<CAPTION>

     The components of net assets at December 31, 1998, are as follows:

<S>                                                                            <C>  
       Paid-in capital (75,000,000 shares of $1 par value authorized)  $ 595,873,084

       Undistributed investment income ..............................          6,969
       Excess distribution of capital gains .........................         (1,958)
       Accumulated prior years' net realized losses on investments ..     (7,918,171)
       Net unrealized appreciation of investments ...................    249,812,600
                                                                       -------------


            Net assets ..............................................  $ 837,772,524
                                                                       -------------
</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  maintained 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.


NOTE G - ACCOUNTING CHANGE

     Effective  January 1, 1997,  the Fund adopted the policy of accreting  bond
purchase price  discounts and  amortizing  bond purchase price premiums over the
remaining lives of the respective  bonds (or to the first call date for callable
bonds). The effect of the change is to reflect the amortization as an adjustment
to interest income.  Previously,  discounts and premiums were recognized as part
of the net  realized  gain or loss when the bonds  matured  or were  sold.  This
change  has no net  effect on net  assets or on the net  increase  in net assets
resulting from operations.

                                       16

<PAGE>

PAX WORLD FUND, INCORPORATED
NOTES TO FINANCIAL STATEMENTS,  continued

     Upon adopting the new policy, the Fund recognized the cumulative  accretion
of discounts and  amortization of premiums on the bonds held at January 1, 1997.
This resulted in a one-time charge for net premium  amortization through January
1,  1997 on  bonds  held on  that  date  and a net  reduction  of  approximately
$1,040,000 in interest  income (and  investment  income,  net) for 1997 (approxi
mately $.03 per share). Correspondingly,  there was an identical one-time credit
to net gain on investments for the period.


NOTE H - YEAR 2000 (Unaudited)

     State  Street Bank and Trust  Company  (the  custodian),  PFPC,  Inc.  (the
transfer  agent) and the Adviser all  currently  use a wide  variety of computer
programs and devices which represent the calendar year portion of dates by their
last  two  digits.  These  programs  and  devices  are  critical  to the  Fund's
operations. Calculations performed with these truncated date fields may not work
properly with dates from 2000 and beyond.

     These entities are in the process of executing  detailed plans to modify or
replace  significant  applications as necessary to ensure Year 2000  compliance.
All necessary systems  modifications and testing are expected to be completed by
mid-1999.  The Fund does not expect to incur any costs relating to the year 2000
conversion.

                                       17

<PAGE>

                              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.
<TABLE>
<CAPTION>

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

                                                                  Year Ended December 31
                                                                  ----------------------
                                                   1998        1997        1996       1995        1994
                                                 ------------------------------------------------------

<S>                                               <C>         <C>         <C>        <C>         <C>   
Net asset value, beginning of year..........      $18.52      $16.56      $16.33     $13.39      $13.55
                                                 -------      ------      ------     ------      ------

Income from investment operations
   Investment income - net (B)..............        .468        .493        .550        .80         .49
   Realized and unrealized gain (loss)
    on investments - net (B)................       4.008       3.622       1.122       3.07       (.15)
                                                 -------      ------      ------     ------      ------
      Total from investment operations......       4.476       4.115       1.672       3.87         .34
                                                 -------      ------      ------     ------      ------

Less distributions
   Dividends from net investment income..468        .503        .550         .79        .50
   Distributions from realized gains........        .880       1.650        .892        .14           -
   Tax return of capital....................        .008        .002           -          -           -
                                                 -------      ------      ------     ------      ------
      Total distributions...................       1.356       2.155       1.442        .93         .50
                                                 -------      ------      ------     ------      ------

Net asset value, end of year................      $21.64      $18.52      $16.56     $16.33      $13.39
                                                 -------      ------      ------     ------      ------

2. TOTAL RETURN.............................      24.62%      25.12%      10.36%     29.19%       2.65%

3. RATIOS AND SUPPLEMENTAL DATA

   Ratio of total expenses to average net
    assets (A)..............................        .95%        .91%        .89%       .97%        .98%

   Ratio of investment income - net to
    average net assets......................       2.33%       2.67%       3.24%      3.44%       3.66%

   Portfolio turnover rate..................      28.59%      13.88%      34.55%     28.44%      25.45%

   Net assets, end of year ('000s)..........    $837,773    $629,001    $513,433   $476,976    $388,249

   Number of capital shares outstanding,
    end of year ('000s).....................      38,712      33,971      31,008     29,200      29,000
</TABLE>

(A)   In order  to  conform  to  current  disclosure  requirements,  the  ratios
      subsequent  to 1994 are based upon  total  expenses,  including  the gross
      amount of custodian  fees  (before  being  reduced  pursuant to an expense
      offset arrangement). The ratio for 1994 was based upon net expenses and is
      not required to be restated.
(B)   As of  January  1,  1997,  the Fund began  accreting  bond  discounts  and
      amortizing bond premiums and recognized a cumulative adjustment as of that
      date, which reduced net investment income  and increased net  realized and
      unrealized gain on investments for 1997 by approximately $.03 per share.

                                       18

<PAGE>

                          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, 1998, 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 the
financial  highlights for each of the five 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 and financial  highlights.  Our procedures  included  confirmation of
securities owned as of December 31, 1998, 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, 1998, 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.


/s/ PANNELL KERR FORSTER, P.C.


January 19, 1999


                                       19



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