SPECTRA FUND INC
N-30D, 1999-01-07
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FELLOW SHAREHOLDERS:                                          November 20, 1998
THE YEAR IN REVIEW
 

       Following   three   years  of  euphoric  gains,  the  U.S.  stock  market
maintained  its  torrid  pace  during  the  first half of 1998, fueled by strong
domestic  demand,  low  inflation, stable interest rates, and a neutral monetary
policy.  The  Dow  Jones  Industrial Average, which broke through the 9000 level
for  the  first  time in history during the month of April, continued its upward
trend  into the summer months, rising to an intra-day high of 9412 on July 17th.
The  third  quarter,  however, marked an abrupt reversal in the direction of the
equity  markets, with all major stock market indices posting double-digit losses
for  the  quarter.  During  this period, the DJIA plunged to an intra-day low of
7379  on  September  1st,  representing a 22% drop from the high - technically a
bear  market.  Subsequently, it fluctuated wildly between 7400 and 8200, testing
the  lower  part  of  the band six times. Recently, however, the market has come
roaring  back  and is currently trading at levels close to the highs set back in
July.

       What  forces conspired to create this extreme volatility? We believe that
the  market  is  normally  confronted  by one overriding problem at a time - the
"primary  worry".  For  example, over the last several years the "primary worry"
has  been  the  Federal  Reserve raising interest rates. This year, however, the
market  was  confronted  by  several  "primary worries", causing it to fluctuate
wildly  as  deepening  gloom  about  the  global  economy  as  well as political
upheavals intensified the turbulence in the financial markets:

       1.  Japan  -  The  Japanese economy was clearly in a severe recession and
the  banking  system  was  very weak. Many banks had been allowed to continue in
business  despite being effectively insolvent. The new government was thought to
be  inept  and  slow  to react. The fear was that if Japan sank further into the
abyss,  it would drag down the rest of Asia, possibly even forcing a devaluation
in China and thus leading to a round of competitive devaluations.

       2.  "Contagion"  -  The  financial  crisis  that began in Thailand in the
summer  of  1997 had infected other countries in Asia by the end of 1997. By the
summer  of  1998,  it  had  spread  to other parts of the world. For a while, it
looked  like  Russia  was  going  to  devolve into political and economic chaos.
Russia's  stock  market  collapsed,  its  currency  was devalued and the country
defaulted  on  billions of dollars of debt. Furthermore, the Duma rejected Boris
Yeltsin's  choice  for  Prime  Minister.  The  prospect  of  chaos in Russia had
implications  far beyond the economy as the wholesale selling of nuclear weapons
was also a fear.

       Events  in Russia caused the risk premium for all investments in emerging
markets  to  rise  dramatically  and, as a result, there was a massive flight of
capital  from  these  markets.  Investors  targeted  Brazil in particular, whose
economy  represents  approximately  40%  of  the  GDP of South America and is an
important  partner  of  the  U.S.  Moreover,  Brazil  was  in  the  middle of an
election.  The  fear  developed that a collapse of Brazil would take down all of
South America.

       3.  Financial  Market  Instability  -  The  collapse of Long-Term Capital
Management  and  other  smaller hedge funds hit the banking system hard, causing
substantial fear that the whole financial system was unstable.

       4.  The  Clinton/Lewinsky  Matter - This had an important negative effect
on  the  market  because  it  was  perceived  by foreigners as some form of coup
d'etat.  You  may  recall  that  on  the  day the Starr report was released, the
market dropped 249 points.

       Against  this  background, the economy was clearly slowing, bringing into
question  the  issue  of third quarter earnings and raising the possibility of a
recession  in  1999.  Investors,  growing  increasingly cautious, began to avoid
risk  and  every  type  of security began to look risky, except for the ultimate
safe


<PAGE>

haven  -  U.S.  Treasuries. The ensuing flight to quality drove the yield on the
30-year  Treasury  bond  down  to  4.70% by the start of October, and the spread
between U.S. Treasuries and corporate bonds widened dramatically.

       Recently,  however,  the  market  has  come  back dramatically and we are
optimistic  that  this  upward trend will continue. The primary catalyst for the
turnaround  was  the  surprise  move  by  the Federal Reserve on October 15th to
lower  the  Fed funds rate to 5% and the discount rate to 4.75%. This followed a
25  basis  point  cut  of the Fed funds rate on September 29th, which the market
had  viewed  as  inadequate.  This  move on October 15th, coming between Federal
Open-Market  Committee  meetings, was a very strong statement that the Fed would
act  to  alleviate  the  credit  crunch  and  fend off a possible recession. The
decision  by  the  Fed on November 17th to lower both the Fed funds rate and the
discount  rate  by  an  additional  25 basis points should continue to drive the
market.

       At the same time, the "primary worries" are abating:

       1.  Japan  -  The  Obuchi  government succeeded in passing banking reform
legislation  involving  $500  billion  of  public money to shore up the "zombie"
banks.  This  is  a  substantial  positive  and  should,  in  time, help Japan's
business  and consumer confidence, perhaps leading to improved domestic spending
and  a  healthier economy. More importantly, the prospect of a more stable Japan
has taken some of the fear out of other Asian markets.

       2.  "Contagion"  - Fears began to subside that the economic and financial
turmoil  was  spreading  around the world. The U.S. Congress approved additional
funding  for the IMF. President Cardoso won reelection in Brazil. In the wake of
the   elections,   the  Brazilian  government  proposed  an  austerity  package,
considered  essential  both  for its long-term fiscal and economic stability and
for  receiving funding from the IMF. There will undoubtedly be some more nervous
moments  from  now until the end of the year. The only good news from Russia has
been  that  it has a government. The IMF has been unwilling to disburse any more
funds  due  to  the lack of a satisfactory economic plan, and Russia is still in
talks with its creditors.

       3. Financial Market Instability - The Long-Term Capital  Management/hedge
funds  situation  seems to have stabilized with no further rumors of major hedge
fund  problems.  The Fed's  willingness  to safeguard the  financial  system has
brought a great sense of relief to the market.

       4.  The  Clinton/Lewinsky  Matter  -  The election is now over and voters
stated  en  masse  that  they  were utterly unconcerned with the Monica Lewinsky
matter.  It seems therefore increasingly improbable that Clinton will be removed
from  office  unless  there  is some new series of revelations. Consequently, we
think  it  is unlikely that this matter will continue to affect the stock market
in any profoundly negative way.


PORTFOLIO MATTERS

       For  the  year ended October 31, 1998, the Fund's total return was 16.94%
as  compared  to  21.99% for the S&P 500. During this volatile period, investors
once  again  favored  larger,  more  predictable  stocks.  The  Fund  employs an
"allcap"   (small,   medium  and  large  capitalizations)  portfolio  management
strategy,  and  was  thereby  aided  by  its  exposure  to  larger  cap  stocks.
Additionally,  many of the market factors discussed previously contributed to an
environment  wherein  stocks in certain sectors performed exceptionally well. In
particular,  the  Fund's heavy exposure to health care, retailing and technology
stocks  enabled  it  to  post  strong  double-digit  returns.  The  strength  in
retailing   was   primarily  attributable  to  high  employment,  high  consumer
confidence  and  falling  interest rates, while the healthcare sector, including
pharmaceuticals  and  medical  devices,  fared  well  in  the  face of a slowing
economy.


                                       2


<PAGE>

Of  note,  holdings in the technology sector performed particularly well, driven
by  continued  strong  capital  investment by businesses hoping to improve their
productivity,  time  to  market  and competitive edge. The technology sector was
helped  further  by  internet companies, which emerged as a major force in 1998.
The  Portfolio's  underperformance  relative  to the benchmark is due in part to
its  exposure  to  the  poor performing oil service industry at the beginning of
the   fiscal  year.  Thus  far  in  fiscal  1999,  however,  the  Portfolio  has
outperformed  the benchmark, a trend we expect to continue as stocks with strong
earnings growth potential continue to be rewarded by investors.


LOOKING AHEAD

       While  recent  events  will  likely  result  in slower economic growth in
coming  quarters,  we  believe  that  the  outlook  for the U.S. economy remains
constructive.  The positives - low inflation, low interest rates, high levels of
employment,  reasonably  high  levels of consumer confidence, a well-capitalized
banking  system,  and  prudent  monetary and fiscal policies - should offset the
negative  impact  of  a  weakening import/export sector. Growth in the U.S. will
slow, but we do not foresee a recession on the horizon.

       Since economic growth will likely slow both here and abroad,  the rate of
gain in  corporate  earnings  will not be as robust as in  recent  years.  High-
quality growth companies,  however,  have the ability to generate high levels of
earnings  even in a weak  economic  environment.  Today,  growth  stocks,  which
typically  sell at a premium to the market,  are trading at only  slightly  more
than the market multiple.  As stability returns to the market, we believe growth
stocks will regain their normal premium to the market.  As a result,  we believe
that The Alger Fund portfolios,  which consist of quality growth stocks,  should
produce superior performance in the months ahead.

Respectfully submitted,

/s/DAVID D. ALGER
- -----------------
David D. Alger
PRESIDENT

                                       3


<PAGE>

  SPECTRA FUND PORTFOLIO HIGHLIGHTS THROUGH OCTOBER 31, 1998 (UNAUDITED)
     $10,000 HYPOTHETICAL INVESTMENT FROM JULY 1, 1988 TO OCTOBER 31, 1998


[THE FOLLOWING TABLE REPRESENTS A CHART IN THE PRINTED PIECE]


              Spectra Fund    S&P 500 Index

7/1/88          10,000          10,000
                              
6/30/89         11,086          12,054
                              
6/30/90         13,844          14,042
                              
6/30/91         16,007          15,081
                              
6/30/92         17,872          17,106
                              
6/30/93         22,100          19,437
                              
6/30/94         25,974          19,711

10/31/94        28,553          21,138
                              
10/31/95        45,034          26,729
                              
10/31/96        50,743          33,169
                              
10/31/97        64,165          43,862
                              
10/31/98        75,036          53,456
                         



The  chart  above  illustrates  the  growth  in  value of a hypothetical $10,000
investment  made in Spectra Fund and the S & P 500 Index on July 1, 1988. During
the  period  from July 1, 1988 through February 11, 1996, the Fund operated as a
closed-end  investment  company. The figures for both Spectra Fund and the S & P
500  Index,  an  unmanaged  index  of  common  stocks,  include  reinvestment of
dividends.  Effective October 31, 1994, Spectra changed its fiscal year end from
June 30 to October 31.



<TABLE>
<CAPTION>
        Performance Comparison AS OF OCTOBER 31, 1998
                                      Average Annual Returns
<S>                  <C>              <C>         <C>
                             1          5          10
                            Year      Years       Years
              -----------------------------------------
   Spectra Fund            16.94%     24.13%      22.84%
   S & P 500 Index         21.99%     21.31%      17.88%
</TABLE>

  -----------------------------------------------------------------------------
 
 
THE  FUND'S  AVERAGE  ANNUAL  TOTAL  RETURNS  INCLUDE CHANGES IN SHARE PRICE AND
REINVESTMENT  OF  DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS AT MARKET VALUE. PAST
PERFORMANCE  DOES  NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL
WILL  FLUCTUATE  AND  THE  FUND'S SHARES WHEN REDEEMED MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST.


                                       4


<PAGE>

SPECTRA FUND
SCHEDULE OF INVESTMENTS
OCTOBER 31, 1998

<TABLE>
<CAPTION>
  SHARES                                                    VALUE
- ----------   COMMON STOCKS-93.8%                          ----------
<S>          <C>                                          <C>
             ADVERTISING-.7%
 62,900      Outdoor Systems, Inc.* ...................   $1,387,763
                                                          ----------
             AIRLINES-.5%
 41,000      SkyWest Inc. .............................    1,045,500
                                                          ----------
             BIO-TECHNOLOGY-.8%
 33,000      Centocor, Inc.* ..........................    1,468,500
                                                          ----------
             BROADCASTING-4.5%
 74,700      Capstar Broadcasting Corporation
             Cl. A.* ..................................    1,297,913
 46,000      Clear Channel Communications Inc.  .......    2,095,898
 49,600      Comcast Corp. Cl. A. Special .............    2,449,000
 50,400      Jacor Communications Inc.* ...............    2,772,000
                                                          ----------
                                                           8,614,811
                                                          ----------
             BUSINESS SERVICES-1.3%
 37,800      IMS Health Inc.  .........................    2,513,700
                                                          ----------
             COMMUNICATIONS-7.1%
 54,100      America Online Inc. ......................    6,874,108
 41,800      America Tower Systems Corp. Cl. A.* ......      914,375
105,800      MCI Worldcom Inc.* .......................    5,845,450
                                                          ----------
                                                          13,633,933
                                                          ----------
             COMMUNICATION
             EQUIPMENT-6.0%
109,000      Ascend Communications, Inc.* .............    5,259,250
 88,300      Cisco Systems, Inc.* .....................    5,562,900
 26,600      Global Crossing Ltd.* ....................      764,750
                                                          ----------
                                                          11,586,900
                                                          ----------
             COMPUTER RELATED &
             BUSINESS EQUIPMENT-8.9%
 60,500      Compaq Computer Corp. ....................    1,913,313
 79,300      Dell Computer Corp.* .....................    5,194,150
 33,600      EMC Corp.* ...............................    2,163,000
 19,300      International Business Machines
             Corp.  ...................................    2,864,853
 35,000      Lexmark International Group Inc.
             Cl. A.* ..................................    2,447,830
 56,600      Quantum Corp.* ...........................      994,038
 40,000      Sanmina Corporation* .....................    1,640,000
                                                          ----------
                                                          17,217,184
                                                          ----------
             COMPUTER SOFTWARE-8.3%
 34,100      Citrix Systems, Inc.* ....................    2,416,838
 99,500      Compuware Corp.* .........................    5,391,706
102,400      HBO & Company ............................    2,688,000
 52,400      Microsoft Corporation* ...................    5,547,850
                                                          ----------
                                                          16,044,394
                                                          ----------

             CONGLOMERATE-3.7%
115,782      Tyco International Ltd.  .................   $7,171,306
                                                          ----------
             DRUG DISTRIBUTION-5.1%
 55,600      Cardinal Health, Inc.  ...................    5,257,703
 60,000      McKesson Corp. ...........................    4,620,000
                                                          ----------
                                                           9,877,703
                                                          ----------
             FINANCIAL SERVICES-9.4%
 47,100      BankAmerica Corp. ........................    2,705,330
 85,400      Bank of New York Inc.  ...................    2,695,480
103,000      Citigroup Inc.  ..........................    4,847,489
 12,200      Federal Home Loan Mortgage
             Corporation ..............................      701,500
 30,500      First Union Corp. ........................    1,769,000
 27,500      Household International Inc. .............    1,005,483
 17,000      Kansas City Southern Industries Inc.  ....      656,625
 15,000      Morgan Stanley Dean Witter & Co. .........      971,250
 30,000      Paine Webber Group Inc.  .................    1,003,140
 50,000      U.S. Bancorp Inc.  .......................    1,825,000
                                                          ----------
                                                          18,180,297
                                                          ----------
             FOOD CHAINS--2.6%
 33,200      Kroger Co.* ..............................    1,842,600
 41,000      Fred Meyer, Inc.* ........................    2,185,833
 19,600      Safeway Inc.* ............................      937,135
                                                          ----------
                                                           4,965,568
                                                          ----------
             FOODS & BEVERAGES-.5%
 23,200      Starbucks Corp.* .........................    1,006,300
                                                          ----------
             INSURANCE-2.2%
 48,700      American International Group, Inc.  ......    4,151,675
                                                          ----------
             LEISURE &
             ENTERTAINMENT-.4%
 24,300      Carnival Corp. ...........................      786,712
                                                          ----------
             MEDICAL DEVICES-.5%
 23,800      Allegiance Corp. .........................      885,074
                                                          ----------
             PHARMACEUTICALS-12.6%
 34,000      Bristol Myers Squibb Co.  ................    3,759,142
 36,100      Elan Corp PLC-ADR* .......................    2,529,273
 49,200      Pfizer Inc.  .............................    5,279,800
 59,000      Schering-Plough Corporation ..............    6,069,625
 84,900      Warner-Lambert Co.  ......................    6,654,038
                                                          ----------
                                                          24,291,878
                                                          ----------
             POLLUTION CONTROL-2.4%
104,800      Waste Management, Inc. ...................    4,729,100
                                                          ----------
</TABLE>

                                       5


<PAGE>

SPECTRA FUND
SCHEDULE OF INVESTMENTS (CON'T)
OCTOBER 31, 1998

<TABLE>
<CAPTION>
  SHARES                                              VALUE
- ---------- COMMON STOCKS (CONTINUED)             --------------
<S>        <C>                                   <C>
           RETAILING-9.0%
  30,000   Amazon.com Inc.* ....................  $  3,793,140
  10,000   Bed Bath & Beyond Inc.* .............       275,630
  19,600   CVS Corp. ...........................       895,485
 128,000   Home Depot, Inc. ....................     5,568,000
  10,000   Office Depot Inc.* ..................       250,000
  30,000   Rite Aid Corp.  .....................     1,190,640
  75,000   Staples Inc.* .......................     2,446,875
  43,100   Wal-Mart Stores Inc. ................     2,973,900
                                                  ------------
                                                    17,393,670
                                                  ------------
           SEMICONDUCTORS-7.3%
   5,000   Altera Corporation* .................       208,125
  55,100   Intel Corp. .........................     4,914,259
  56,900   Linear Technology Corporation .......     3,392,663
  35,000   Micron Technology Inc.* .............     1,330,000
  65,500   Texas Instruments, Incorporated .....     4,187,938
                                                  ------------
                                                    14,032,985
                                                  ------------
           Total Common Stocks
           (Cost $152,810,391) .................   180,984,953
                                                  ------------
           PREFERRED STOCK-.5%
           COMMUNICATION EQUIPMENT
  10,500   Nokia Corporation ADR
           (Cost $750,537) .....................       977,162
                                                  ------------
</TABLE>


<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                            VALUE
- ------------ SHORT-TERM CORPORATE NOTES-1.2%    --------------
<S>          <C>                                <C>
 $  700,000  General Electric Capital Corp.,
             5.13%, 11/5/98 ...................  $   699,601
    250,000  Progress Capital Holdings, Inc.,
             5.15%, 11/3/98 ...................      249,928
  1,500,000  Republic Industries Funding Corp.,
             5.25%, 11/12/98 ..................    1,497,594
                                                 -----------
             Total Short-Term Corporate Notes
             (Cost $2,447,123) ................    2,447,123
                                                 -----------
</TABLE>


<TABLE>
<S>                                           <C>        <C>
Total Investments (Cost $156,008,051)(a).....   95.5%      184,409,238
Other Assets in Excess of Liabilities .......    4.5         8,629,318
                                              ------       -----------
Net Assets ..................................  100.0%     $193,038,556
                                              ======      ============
</TABLE>

- --------
* Non-income producing security.

(a) At  October  31, 1998, the net unrealized appreciation on investments, based
    on  cost  for  federal  income  tax  purposes  of  $156,008,051, amounted to
    $28,401,187  which  consisted  of aggregate gross unrealized appreciation of
    $29,142,973 and aggregate gross unrealized depreciation of $741,786.


                      See Notes to Financial Statements.

                                       6


<PAGE>

SPECTRA FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998

<TABLE>
 
<S>                                                                          <C>             <C>
ASSETS:
 Investments in securities, at value (cost $156,008,051), see accompanying
  schedule of investments ................................................                   $184,409,238
 Cash ....................................................................                          2,369
 Receivable for investment securities sold ...............................                     11,736,804
 Receivable for shares of beneficial interest sold .......................                        528,199
 Dividends receivable ....................................................                         60,994
 Prepaid expenses ........................................................                          7,886
                                                                                             ------------
   Total Assets ..........................................................                    196,745,490
LIABILITIES:
 Payable for investment securities purchased .............................    $2,539,792
 Bank loan payable .......................................................       705,000
 Investment advisory fees payable ........................................       220,404
 Payable for shares of beneficial interest redeemed ......................       112,092
 Shareholder servicing fee payable .......................................        36,734
 Interest payable ........................................................           257
 Trustees' fees payable ..................................................           855
 Accrued expenses ........................................................        91,800
                                                                              ----------
   Total Liabilities .....................................................                      3,706,934
                                                                                             ------------
NET ASSETS ...............................................................                   $193,038,556
                                                                                             ============
NET ASSETS CONSIST OF:
 Paid-in capital .........................................................                   $167,379,082
 Undistributed net investment income (accumulated loss) ..................                     (3,055,380)
 Undistributed net realized gain .........................................                        313,667
 Net unrealized appreciation .............................................                     28,401,187
                                                                                             ------------
NET ASSETS ...............................................................                   $193,038,556
                                                                                             ============
Shares of beneficial interest outstanding-Note 5 .........................                      9,671,331
                                                                                             ============
NET ASSET VALUE PER SHARE ................................................                   $      19.96
                                                                                             ============
</TABLE>

 

                       See Notes to Financial Statements.
                                       7


<PAGE>

SPECTRA FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1998

<TABLE>
 
<S>                                                                   <C>             <C>
INVESTMENT INCOME:
 Income:
  Dividends .......................................................                    $    639,691
  Interest ........................................................                         394,163
                                                                                       ------------
   Total Income ...................................................                       1,033,854
 Expenses:
  Investment advisory fees-Note 2(a) ..............................   $2,172,536
  Shareholder servicing fees-Note 2(e) ............................      362,089
  Interest on line of credit utilized-Note 4 ......................       84,791
  Custodian and transfer agent fees ...............................       69,004
  Registration fees ...............................................       59,050
  Shareholder reports .............................................       49,815
  Professional fees ...............................................       33,655
  Trustees' fees ..................................................        1,000
  Miscellaneous ...................................................        2,427
                                                                      ----------
   Total Expenses .................................................                       2,834,367
                                                                                       ------------
NET INVESTMENT LOSS ...............................................                      (1,800,513)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 Net realized loss on investments .................................     (200,328)
 Net increase in unrealized appreciation of investments ...........   22,382,056
                                                                      ----------
   Net realized and unrealized gain (loss) on investments .........                      22,181,728
                                                                                       ------------
NET INCREASE IN NET ASSETS RESULTING FROM
 OPERATIONS .......................................................                    $ 20,381,215
                                                                                       ============
</TABLE>


                       See Notes to Financial Statements.
                                       8


<PAGE>

SPECTRA FUND
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED OCTOBER 31, 1998


<TABLE>
<S>                                                                                      <C>
Increase (decrease) in cash:
Cash flows from operating activities:
 Dividends received ..................................................................    $      594,957
 Interest received ...................................................................           394,163
 Interest paid .......................................................................           (84,534)
 Operating expenses paid .............................................................        (2,580,900)
 Purchase of investment securities ...................................................      (351,200,809)
 Disposition of short-term securities, net ...........................................         9,504,470
 Proceeds from disposition of investment securities ..................................       254,632,463
 Other ...............................................................................             1,592
                                                                                          --------------
   Net cash used in operating activities .............................................       (88,738,598)
                                                                                          --------------
Cash flows from financing activities:
 Dividends paid ......................................................................          (742,430)
 Proceeds from shares sold and dividends reinvested ..................................       182,160,126
 Payments on shares redeemed .........................................................       (93,576,574)
 Increase in bank loan payable .......................................................           705,000
                                                                                          --------------
   Net cash provided by financing activities .........................................        88,546,122
                                                                                          --------------
Net decrease in cash .................................................................          (192,476)
Cash-beginning of year ...............................................................           194,845
                                                                                          --------------
Cash-end of year .....................................................................    $        2,369
                                                                                          ==============
Reconciliation of net increase in net assets to net cash used in operating activities:
 Net increase in net assets resulting from operations ................................    $   20,381,215
 Increase in investments .............................................................       (74,575,667)
 Increase in dividends receivable ....................................................           (44,734)
 Increase in receivable for investment securities sold ...............................        (8,768,803)
 Decrease in payable for investment securities purchased .............................        (3,719,406)
 Net realized loss ...................................................................           200,328
 Net increase in unrealized appreciation .............................................       (22,382,056)
 Increase in accrued expenses and other liabilities ..................................           168,933
 Net decrease in other assets ........................................................             1,592
                                                                                          --------------
   Net cash used in operating activities .............................................    $  (88,738,598)
                                                                                          ==============
</TABLE>

 

                       See Notes to Financial Statements.
                                       9


<PAGE>

SPECTRA FUND
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED OCTOBER 31,
                                                                              ---------------------------------
                                                                                    1998              1997
                                                                              ----------------   --------------
<S>                                                                           <C>                <C>
Net investment loss .......................................................     $ (1,800,513)     $  (406,143)
Net realized gain (loss) on investments ...................................         (200,328)       1,173,958
Net increase in unrealized appreciation of investments ....................       22,382,056        5,079,222
                                                                                ------------      -----------
   Net increase in net assets resulting from operations ...................       20,381,215        5,847,037
Distribution to shareholders:
 Net realized gains .......................................................         (742,430)               -
Net increase from shares of beneficial interest transactions-Note 5 .......       88,411,591       67,656,492
                                                                                ------------      -----------
   Total increase in net assets ...........................................      108,050,376       73,503,529
Net assets:
 Beginning of year ........................................................       84,988,180       11,484,651
                                                                                ------------      -----------
 End of year (including accumulated net investment losses of $3,055,380
  and $1,254,867, respectively) ...........................................     $193,038,556      $84,988,180
                                                                                ============      ===========
</TABLE>

 

                       See Notes to Financial Statements.
                                       10


<PAGE>

SPECTRA FUND
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                -----------------------------------------------------------------
                                                      1998             1997               1996            1995
                                                --------------- ------------------ ------------------ -----------
<S>                                             <C>             <C>                <C>                <C>
Net asset value, beginning of period ..........   $    17.21       $    13.61         $    20.93       $  18.82
                                                  ----------       ----------         ----------       --------
Net investment loss ...........................         (.06)            (.17)(ii)         (0.23)(ii)     (0.53)
Net realized and unrealized gain on
 investments ..................................         2.95             3.77               1.22           7.24
                                                  ----------       ----------         ----------       --------
Total from investment operations ..............         2.89             3.60               0.99           6.71
Distributions from net realized gains .........         (.14)               -              (8.31)         (4.60)
                                                  ----------       ----------         ----------       --------
Net asset value, end of period ................   $    19.96       $    17.21         $    13.61       $  20.93
                                                  ==========       ==========         ==========       ========
Total Return (iii) ............................        16.94%           26.45%             12.68%         57.72%
                                                  ==========       ==========         ==========       ========
Ratios and Supplemental Data:
 Net assets, end of period
  (000's omitted) .............................   $  193,039       $   84,988         $   11,485       $  5,374
                                                  ==========       ==========         ==========       ========
  Ratio of expenses excluding interest
   to average net assets ......................         1.90%
                                                  ==========
  Ratio of expenses including interest
   to average net assets ......................         1.96%            2.12%              2.55%          3.76%
                                                  ==========       ==========         ==========       ========
  Decrease reflected in above
   expense ratio due to expense
  reimbursements made pursuant to
  applicable state expense limits .............            -                -                .69%             -
                                                  ==========       ==========         ==========       ========
  Ratio of net investment loss to
   average net assets .........................        (1.24%)          (1.06%)            (1.69%)        (3.05%)
                                                  ==========       ==========         ==========       ========
  Portfolio Turnover Rate .....................       190.74%          133.98%            197.04%        207.25%
                                                  ==========       ==========         ==========       ========
  Amount of debt outstanding at end
   of period ..................................   $  705,000
                                                  ==========
  Average amount of debt outstanding
   during the period ..........................   $1,044,096
                                                  ==========
  Average daily number of shares
   outstanding during the period ..............    7,621,764
                                                  ==========
  Average amount of debt per share
   during the period ..........................   $     0.14
                                                  ==========

<CAPTION>
                                                 FOUR MONTHS
                                                    ENDED      YEAR ENDED
                                                 OCTOBER 31,    JUNE 30,
                                                ------------- -----------
                                                   1994(i)        1994
                                                ------------- -----------
<S>                                             <C>           <C>
Net asset value, beginning of period ..........   $  17.12     $  19.02
                                                  --------     --------
Net investment loss ...........................      (0.10)       (0.28)
Net realized and unrealized gain on
 investments ..................................       1.80         2.66
                                                  --------     --------
Total from investment operations ..............       1.70         2.38
Distributions from net realized gains .........          -        (4.28)
                                                  --------     --------
Net asset value, end of period ................   $  18.82     $  17.12
                                                  ========     ========
Total Return (iii) ............................       9.93%       17.53%
                                                  ========     ========
Ratios and Supplemental Data:
 Net assets, end of period
  (000's omitted) .............................   $  4,832     $  4,394
                                                  ========     ========
  Ratio of expenses excluding interest
   to average net assets ......................
  Ratio of expenses including interest
   to average net assets ......................       2.75%        2.59%
                                                  ========     ========
  Decrease reflected in above
   expense ratio due to expense
  reimbursements made pursuant to
  applicable state expense limits .............          -            -
                                                  ========     ========
  Ratio of net investment loss to
   average net assets .........................      (1.72%)      (1.47%)
                                                  ========     ========
  Portfolio Turnover Rate .....................      56.25%      116.61%
                                                  ========     ========
  Amount of debt outstanding at end
   of period ..................................
  Average amount of debt outstanding
   during the period ..........................
  Average daily number of shares
   outstanding during the period ..............
  Average amount of debt per share
   during the period ..........................
</TABLE>

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount  was  computed  based  on  average  shares  outstanding  during the
      period.
(iii) Distributions  paid  when  the  Fund  operated  as a closed-end fund (i.e.
      prior  to  February  12,  1996) have been reflected as being reinvested at
      market value.

                       See Notes to Financial Statements.
                                       11


<PAGE>

SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS

NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

            Spectra Fund (the "Fund") is a non-diversified  open-end  registered
investment  company  organized  as a  business  trust  under  the  laws  of  the
Commonwealth  of  Massachusetts.  The  Fund's  investment  objective  is capital
appreciation. It seeks to achieve its objective primarily by investing in equity
securities.

            Prior to  February  12,  1996,  the Fund  operated  as a  closed-end
investment company and a Massachusetts corporation.

            Effective  October  31,  1994,  the Fund changed its fiscal year end
from June 30 to October 31.

            The  following  is  a  summary  of  significant  accounting policies
consistently   followed  by  the  Fund  in  the  preparation  of  its  financial
statements.

(a)  INVESTMENT  VALUATION-Investments in securities are valued each day the New
York  Stock  Exchange (the "NYSE") is open as of the close of the NYSE (normally
4:00  p.m.  Eastern  time).  Listed  and  unlisted  securities  for  which  such
information  is  regularly  reported are valued at the last reported sales price
or,  in  the  absence  of  reported sales, at the mean between the bid and asked
price,  or  in  the  absence  of  a recent bid or asked price, the equivalent as
obtained  from  one  or more of the major market makers for the securities to be
valued.   Short-term   corporate  notes  are  valued  at  amortized  cost  which
approximates market value.

(b) SECURITIES TRANSACTIONS AND INVESTMENT INCOME-Securities   transactions  are
recorded  on  a  trade  date  basis.  Realized  gains and losses from securities
transactions are recorded on the basis of the first-in, first-out     method.
Dividend  income  is  recognized  on the ex-dividend date and interest income is
recognized on the accrual basis.

(c)  DIVIDENDS TO SHAREHOLDERS-Dividends payable to shareholders are recorded by
the  Fund  on  the  ex-dividend  date.  Dividends from net investment income and
distributions  from  net realized gains are declared and paid annually after the
end of the fiscal year in which earned.

(d)   FEDERAL   INCOME  TAXES-It  is  the  Fund's  policy  to  comply  with  the
requirements  of  the  Internal  Revenue Code applicable to regulated investment
companies  and  to  distribute all of its taxable income, including net realized
capital  gains,  to its shareholders. Therefore, no federal income tax provision
is required.

(e)  OTHER-These  financial  statements  have  been prepared using estimates and
assumptions  that affect the reported amounts therein. Actual results may differ
from those estimates.

NOTE 2-INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

(a)  INVESTMENT  ADVISORY  FEES-The Fund pays its investment adviser, Fred Alger
Management,  Inc. ("Alger Management"), a monthly fee at an annual rate of 1.50%
based on the value of the Fund's average daily net assets.

(b)  TRANSFER AGENT FEES-Alger Shareholder Services, Inc. ("Alger Services"), an
affiliate  of  Alger  Management,  serves as transfer agent for the Fund. During
the  year  ended  October  31,  1998,  the  Fund  incurred fees of approximately
$29,700  for  services  provided  by Alger Services and reimbursed approximately
$5,600  for  transfer agent related expenses paid by Alger Services on behalf of
the Fund.

(c)  BROKERAGE COMMISSIONS-During the year ended October 31, 1998, the Fund paid
Fred  Alger  &  Company,  Incorporated  ("Alger  Inc."),  an  affiliate of Alger
Management, $562,849 in connection with securities transactions.

(d)  TRUSTEES' FEES- Certain trustees and officers of the Fund are directors and
officers  of Alger Management, Alger Inc. and Alger Services. The Fund pays each
trustee  who is not affiliated with Alger Management or its affiliates an annual
fee of $250.

(e)   SHAREHOLDER  SERVICING  FEES-The  Fund  has  entered  into  a  shareholder
servicing agreement with Alger Inc.


                                       12


<PAGE>

SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

whereby  Alger  Inc.  provides  the  Fund  with  ongoingservicing of shareholder
accounts.  As compensation for such services, the Fund pays Alger Inc. a monthly
fee  at  an  annual  rate equal to .25% of the value of Fund's average daily net
assets.

NOTE 3-SECURITIES TRANSACTIONS:

            During  the  year  ended  October  31,  1998, purchases and sales of
investment  securities, excluding short-term securities, aggregated $347,481,403
and $263,397,690, respectively.

NOTE 4-LINES OF CREDIT:

            The  Fund  has  both  committed and uncommitted lines of credit with
banks  where  it may borrow up to 1/3 of the value of its assets, as defined, up
to  a  maximum of $55,000,000. To the extent the Fund borrows under these lines,
the  Fund must pledge securities with a total value of at least twice the amount
borrowed.  Such  borrowings  have  variable  interest  rates  and are payable on
demand.  For  the  year  ended  October  31, 1998, the Fund had borrowings which
averaged $1,044,096 at a weighted average interest rate of 8.01%.

NOTE 5-SHARE CAPITAL:

            The  Fund has an unlimited number of authorized shares of beneficial
interest of $.001 par value.

            During  the  year  ended October 31, 1998, transactions of shares of
beneficial interest were as follows:



<TABLE>
<CAPTION>
                                   SHARES            AMOUNTS
                                 ----------        ------------
<S>                              <C>               <C>
Shares sold ..................    9,494,099        $181,391,591
Dividends reinvested .........       35,901             583,746
Shares redeemed ..............   (4,798,158)        (93,563,746)
                                 ----------        ------------
Net Increase .................    4,731,842        $ 88,411,591
                                 ==========        ============
</TABLE>

            During  the  year  ended October 31, 1997, transactions of shares of
beneficial interest were as follows:



<TABLE>
<CAPTION>
                               SHARES         AMOUNT
                             ---------      -----------
<S>                         <C>             <C>
Shares sold .............    4,597,737      $75,601,379
Shares redeemed .........     (501,797)      (7,944,887)
                             ---------      -----------
Net increase ............    4,095,940      $67,656,492
                             =========      ===========
</TABLE>

                                       13


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Trustees of Spectra Fund:

     We  have  audited  the  accompanying statement of assets and liabilities of
Spectra  Fund  (a  Massachusetts  business  trust),  including  the  schedule of
investments,  as  of  October 31, 1998, and the related statements of operations
and  cash flows for the year then ended, the statements of changes in net assets
for  each  of  the  two  years  in  the  period  then  ended,  and the financial
highlights  for  each  of  the four years in the period then ended, for the four
months  in  the  period  ended October 31, 1994, and for the year ended June 30,
1994.   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 audit to obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  Our  procedures  included  confirmation  of  securities owned as of
October  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
Spectra  Fund  as  of  October  31, 1998, the results of its operations and cash
flows  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  four  years  in  the  period  then ended, for the four months in the period
ended  October  31,  1994,  and  for the year ended June 30, 1994, in conformity
with generally accepted accounting principles.


                                         ARTHUR ANDERSEN LLP



New York, New York
December 11, 1998

                                       14


<PAGE>


               |
     SPECTRA   | MEETING THE CHALLENGE
        FUND   | OF INVESTING
               |



1 World Trade Center
Suite 9333
New York, NY 10048
www.spectrafund.com
- --------------------------------------------------------------------------------
BOARD OF TRUSTEES

Fred M. Alger, CHAIRMAN
David D. Alger
Arthur M. Dubow
Stephen E. O'Neil
Nathan E. Saint-Amand
John T. Sargent
- --------------------------------------------------------------------------------
INVESTMENT ADVISER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048
- --------------------------------------------------------------------------------
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street, Box 2001
Jersey City, NJ 07302-9811
- --------------------------------------------------------------------------------
This  report  is  submitted  for  the general information of the shareholders of
Spectra  Fund.  It  is  not authorized for distribution to prospective investors
unless  accompanied  by  an  effective  Prospectus  for the Fund, which contains
information  concerning  the  Fund's  investment  policies, fees and expenses as
well as other pertinent information.







SREP108


               |
     SPECTRA   | MEETING THE CHALLENGE
        FUND   | OF INVESTING
               |



 
                                 ANNUAL REPORT
                               OCTOBER 31, 1998




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