1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIES
EXCHANGE ACT OFof
the Securities Exchange Act of 1934 (AMENDMENT NO.(Amendment No. )

Filed by the Registrant [X]/X/

Filed by a Party other than the Registrant [ ]/ /

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ]/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

PAX WORLD FUND, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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[ ]/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-110-11.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):*
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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/ / Fee paid previously with preliminary materials:

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:
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PAX WORLD FUND, INCORPORATED

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PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS

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THURSDAY, JUNE 11, 199810, 1999
3
TABLE OF CONTENTS

PAGE
---------

President's Letter..........................................Letter........................................................ 1
Notice of Annual Meeting....................................Meeting.................................................. 2
Proxy Statement.............................................Statement........................................................... 3
Proposal A -- To Elect a Board of Eight Directors........... 4Directors......................... 5
Proposal B -- To Ratify the Selection of Pannell Kerr Forster P.C.PC as
Independent Public Accountants of the Fund....................... 6
Proposal C -- To Amend the By-Laws of the Fund and to
Approve Certain Changes to the Fund's
Fundamental Investment Policies so as to
Permit the Fund to Invest in the Pax World
Money Market Fund............................. 7Fund.................. 10
Other Business.............................................. 9Business............................................................ 10
Expenses of Proxy Solicitation.............................. 9Solicitation............................................ 10
Security Ownership of Certain Beneficial
Owners and Management................................................... 10
Additional Information...................................... 9Information.................................................... 11

4
PAX WORLD FUND, INCORPORATED
222 STATE STREET
PORTSMOUTH, NH 03801-3853

To the Pax World Fund Shareholders:

As an investor in the Pax World Fund, Incorporated (the "Fund"), you are
cordially invited to attend the annual meeting (the "Meeting") of shareholders
of the Fund (the "Shareholders") to be held at 10:45 a.m. on Thursday, June 11,
199810,
1999 at the State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110. The purpose of the Meeting is for the Shareholders (i) to elect a Board
of eight Directors, each to hold office until the next Annual Meeting of the
ShareholdersBoard of Directors of the Fund or until a successor shall have been chosen and
shall have qualified, (ii) to ratify the selection of Pannell Kerr Forster P.C.PC as
the independent public accountants of the Fund for the year ending December 31,
1998,1999, and (iii) to vote on certain proposed changes to the Fund's By-laws and
fundamental investment policies, so as to permit the Fund to invest in the Pax
World Money Market Fund, a socially responsible money market fund, and (iv) to transact such other business as may properly come before the
Meeting.

In connection with the foregoing and the proposed changes to the Fund's
By-laws and fundamental investment policies, it is important to stress that, as
a result of these changes, nothing will be changed in the social and economic
criteria of the Fund. The Pax World Fund Family will continue to be a leader in
socially responsible investing. In fact, the Board of Directors of the Fund
believes that the proposed changes to the Fund's By-laws and fundamental
investment policies will enhance the financial services provided by the Pax
World Fund Family and provide to the Fund and its shareholders an alternative
investment which adheres to the socially responsible philosophy of the Pax World
Fund Family. Accordingly, the Board of Directors of the Fund has approved these
changes to the Fund's By-laws and fundamental investment policies so as to
permit the Fund to invest in the Pax World Money Market Fund and recommends that
the Shareholders similarly vote in favor.

In this regard, enclosed are (1) a Notice of Meeting, (2) a Proxy Statement
that describes the proposals that will be submitted to shareholders for approval
at the Meeting, and (3) a Proxy.

Although we look forward to seeing you at the Meeting, if you cannot attend
the Meeting, we ask that you complete, sign, date and return the accompanying
Proxy as soon as possible in the enclosed postage-paid envelope. These proposals
are important and your vote is greatly appreciated.

Sincerely,

[SIGNATURE]

THOMAS W. GRANT, PresidentPRESIDENT

Pax World Fund, Incorporated

April 22, 199816, 1999
5
PAX WORLD FUND, INCORPORATED
222 STATE STREET
PORTSMOUTH, NH 03801-3853

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 11, 1998
------------------------10, 1999
----------------

Notice is hereby given that the annual meeting (the "Meeting") of the
shareholders of Pax World Fund, Incorporated (the "Fund") will be held at
10:45 a.m. on Thursday, June 11, 199810, 1999 at the State Street Bank and Trust
Company, 225 Franklin Street, Boston, MA 02110 for the following purposes:

(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;

(B) To ratify the selection by the Board of Directors of Pannell Kerr
Forster P.C.PC as the independent public accountants of the Fund for the
year ending December 31, 1998;1999; and

(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; and

(D) To transact such other business as may properly come before such annual
meetingMeeting
or any adjournment thereof.

The close of business on April 14, 19981999 has been fixed as the record date
for the determination of shareholders of the Fund entitled to notice of and to
vote at the Meeting and any adjournment or adjournments thereof. Only
shareholders of record at the close of business on such date are entitled to
notice of, and to vote at, the Meeting and any adjournment or adjournments
thereof.

By Order of the Board of Directors

[SIGNATURE]

LEE D. UNTERMAN, SecretarySECRETARY

April 22, 199816, 1999
Portsmouth, NH

IF YOU CANNOT ATTEND THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.

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PAX WORLD FUND, INCORPORATED
222 STATE STREET
PORTSMOUTH, NH 03801-3853

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Pax World Fund, Incorporated (the "Fund") of proxies to be
used at the Annual Meeting of Shareholders to be held at 10:45 a.m. on Thursday,
June 11, 199810, 1999 at the State Street Bank and Trust Company, 225 Franklin Street,
Boston, MA 02110, and at any adjournment or adjournments thereof (the
"Meeting"), for the purposes set forth in the accompanying notice.

Shareholders of record at the close of business on April 14, 1998,1999, the
record date, are entitled to notice of and to vote at the Meeting. As of such
date, there were 35,704,078.76039,980,635.682 shares of Common Stock of the Fund issued and
outstanding, the holders of which are entitled to one vote per share on all
matters brought before the Meeting. If you were a Shareholder as of said date,
you will be entitled to vote at the Meeting and your presence is desired. IF,
HOWEVER, YOU CANNOT BE PRESENT, THE BOARD OF DIRECTORS REQUESTS THAT YOU
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY FOR THIS PURPOSE IN ORDER
TO INSURE A QUORUM AT THE MEETING.

Representatives of Pannell Kerr Forster PC, the Company's independent public
accountants, are expected to be present at the Annual Meeting. They will have
the opportunity to make a statement at the meeting if they desire to do so and
are expected to be available to respond to appropriate questions.

The persons named in the accompanying proxy, if properly executed and
returned and unless revoked, will vote the same for Proposals A, B C and DC as
indicated herein, unless the proxy contains contrary directions, in which case
the proxy will be voted as directed. If a proxy is executed and returned without
indicating any voting instructions, the shares of the Fund represented by the
proxy will be voted FOR Proposals A, B C and D.C. Any shareholder of the Fund giving
a proxy prior to the Meeting may revoke it either by attending the Meeting and
voting his or her shares in person or by delivering to the Fund at the above
address prior to the date of the Meeting a letter of revocation or a later dated
proxy. In the event that the number of shares of the Fund represented at the
meeting of Shareholders on June 11, 199810, 1999 in person or by proxy is less than a
majority of the number of shares of the Fund issued and outstanding on the
record date, the persons named in the accompanying proxy will vote FOR an
adjournment of such meeting if a majority of the number of shares of the Fund
represented in person or by

proxy at such meeting voted FOR any of the Proposals, and otherwise, will vote
AGAINST an adjournment of such meeting.

This Proxy Statement has been mailed pursuant to instructions from the
executive offices of the Fund located at Portsmouth, New Hampshire and has been
sent through its transfer agent, PFPC, Inc. The Fund's Annual Report for the
fiscal year which ended December 31, 19971998 has already been mailed to
Shareholders. Shareholders that desire an additional copy of the Annual Report
may obtain it without charge by writing to the Fund at 222 State Street,
Portsmouth, NH 03801-3853, telephoning the Fund at 1-800-767-1729, visiting the
Fund's web site at http:HTTP://www.paxfund.comWWW.PAXFUND.COM or visiting the Securities and
Exchange Commission's web site at http:HTTP://www.sec.govWWW.SEC.GOV for such purpose.

As of the record date, no Shareholder, to the knowledge of the Fund, except
for Charles Schwab & Co. Inc. which holds Common Stock of the Fund in a special
custody account for the exclusive benefit of its customers, owned of record or
beneficially more than 5% of the outstanding shares of Common Stock of the Fund.

IF YOU CANNOT ATTEND THE MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
AS PROMPTLY AS POSSIBLE.

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PROPOSAL A -- TO ELECT A BOARD OF EIGHT DIRECTORS

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

The purpose of this proposal is to elect a Board of Directors of the Fund.
Pursuant to the provisions of the By-laws of the Fund, the Board of Directors
has determined that the number of Directors shall be fixed at eight. It is
intended that the accompanying proxy will be voted for the election as Directors
of the eight nominees listed below, unless such authority has been withheld in
the proxy, in which case the proxy will be voted as indicated thereon. In the
election of Directors, those eight nominees receiving the highest number of
votes cast at the Meeting, providing a quorum is present, shall be elected.

Pax World Management Corp., the adviser to the Fund (the "Adviser"), was
acquired by members of the Shadek family on September 27, 1996. In order to
satisfy the requirements of the Investment Company Act of 1940, as amended, at
least 75% of the Board of Directors of the Fund must consist of non-interested
(independent) persons for at least three years after such acquisition. It is
intended that such persons will also be non-interested persons of the Adviser.

All of the nominees named below except Carl H. Doerge, Jr., are currently Directors of the Fund and have
served in that capacity continuously since originally elected or appointed. If
elected, each nominee will serve until the next Annual Meeting of Shareholders
of the Fund or until their successor shall have been chosen and shall have
qualified or as otherwise provided in the By-laws of the Fund.

APPROXIMATE FUND
SHARES OWNED
BENEFICIALLY
DIRECTOR AND/OR OF DIRECTOR RECORD ON APRIL 14,
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION SINCE 1998
------------------------------------------- -------- -----------------------ON APRIL 14, 1999
- ------------------------------------------------- ----------- --------------------

C. LLOYD BAILEY, age 80,81, 1216 Foulkeways, 1970 2,395.332
Gwynedd, PA 1970 2,246 19436, is an attorney. From
1959-1979, Mr. Bailey served as the Executive
Director of the United States Committee for
UNICEF; from 1980-1981, Mr. Bailey served as
President of that Committee; and from 1981 to
1984, Mr. Bailey served as a consultant to that
Committee. Mr. Bailey is presently retired.

CARL H. DOERGE, JR., age 59,60, 867 Remsen Lane, 1998 1,375.872
Oyster Bay, -- 1,290 NY 11771, has been a private investor
since 1995. Prior to that, Mr. Doerge was an
Executive Vice President and Managing Director of
Smith Barney for approximately twenty
- -fourtwenty-four years.
Mr. Doerge

APPROXIMATE FUND
SHARES OWNED
BENEFICIALLY
DIRECTOR AND/OR OF RECORD
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION SINCE ON APRIL 14, 1999
- ------------------------------------------------- ----------- --------------------

is also a member of the Board of Directors of Pax
World Growth Fund, Inc.

*THOMAS W. GRANT, age 56,57, 14 Wall Street, New 1996 227.596
York, NY 1996 236 10005, is the Vice Chairman of the Board
and President of the Fund, as well as the
President of Pax World Growth Fund, Inc., the
President of Pax World Money Market Fund, Inc.,
the President of Pax World Management Corp., the Fund's
adviser (the "Adviser"),Adviser, and the President
of H.G. Wellington & Co., Inc. ("H.G.
Wellington"). Mr. Grant has been associated with
H.G.H. G. Wellington since 1991 and served previously
with the firm of Fahnestock & Co. for twenty-six
years as a partner, managing director and senior
officer. His duties encompassed branch office
management, corporate finance, syndications and
municipal and corporate bonds. Mr. Grant is a
graduate of the University of North Carolina
(BA).

4
8

APPROXIMATE FUND
SHARES OWNED
BENEFICIALLY AND/OR OF
DIRECTOR RECORD ON APRIL 14,
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION SINCE 1998
------------------------------------------- -------- -----------------------

JOY L. LIECHTY, age 44,45, 1403 Ashton Court, 1991 1,009.994
Goshen, IN 1991 947 46526, is a Client and Sales Advocate
with the Mennonite Mutual Aid Association in
Goshen, Indiana. Ms. Liechty has been associated
with that organization since 1980, serving as the
Manager of Client Services from 1980 to 1989. Ms.
Liechty is also a member of the Board of
Directors of Pax World Growth Fund, Inc.

*+LAURENCE A. SHADEK, age 48,49, 14 Wall Street, 1996 2,241.654
New York, NY 1996 2,216 10005, the Chairman of the Board of
Directors of the Fund, as well as the Chairman of
the Board of Directors of the Pax World Growth
Fund, Inc., an Executive Vice President of Pax
World Money Market Fund, Inc., the Chairman of
the Board of Pax World
Management Corp., the Fund's adviser (the "Adviser"),Adviser, and an Executive
Vice-President of H.G. Wellington & Co., Inc.
("H.G. Wellington").H. G. Wellington. Mr. Shadek,
together with members of his family, owns all of
the outstanding shares of capital stock of the
Adviser and a 26.67% interest in H.G. Wellington.
Mr. Shadek has been associated with H.G.H. G.
Wellington since

March 1986 and was previously associated with
Stillman, Maynard & Co., where he was a general
partner. Mr. Shadek's investment experience
includes twelve years as a limited partner and
Account Executive with the firm Moore & Schley.
Mr. Shadek is a graduate of Franklin & Marshall
College (BA) and New York University, School of
Graduate Business Administration (MBA).

SANFORD C. SHERMAN, age 61,62, 91 Hillside Drive, Portsmouth, 1992 1,0261,094.450
Portsmouth, NH 03801, is the President and Chief
Executive Officer of the Piscataqua Savings Bank,
Portsmouth, NH, a position he has held since
April 1981. For 21 years prior thereto, Mr.
Sherman held various other positions with the
bank, including Vice President and Treasurer. Mr.
Sherman also served the bank as a Trustee for 20
years.

NANCY S. TAYLOR, age 42,43, 5298 N. Riffle Way, 1997 2,779.559
Boise, ID 1997 2,606 83703, is a Senior Minister with the
First Congregational Church in Boise, Idaho and
has been associated with that organization since
1992. Prior to that, Ms. Taylor was an Associate
Minister with the Immanuel Congregational Church
in Hartford, Connecticut for approximately five
years. Ms. Taylor is also a member of the Board
of Directors of Pax World Growth Fund, Inc.

ESTHER J. WALLS, M.L.S., age 71,72, Apartment 1981 919.337
29-J, 160 West 1981 880 End Avenue, New York, NY 10023,
was Associate Director of Libraries, State
University of New York, Stony Brook, Long Island,
NY, which position she held from 1974 to 1990.

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

* "Interested person", as defined by the Investment Company Act of 1940, as
amended.

+ "Controlling person" of the Adviser.

57
9
The Fund currently pays each unaffiliated Director a fee of $1,000.00, and
each affiliated Director a fee of $200.00, for attendance at each meeting of the
Board of Directors of the Fund, plus reimbursement for travel expenses incurred
in connection with attending such meetings. In addition, the Fund pays $500.00
to each member of the Audit Committee for attendance at each meeting of the
Audit Committee, plus reimbursement for travel expenses incurred in connection
with attending such meetings. Other than the foregoing amounts, none of the
members of the Board of Directors of the Fund receives compensation from the
Fund for services performed as members of the Board of Directors of the Fund.
Director's fees paid by the Fund, Pax World Growth Fund, Inc. and Pax World
Money Market Fund, Inc. in 19971998 and travel expenses reimbursed by the Fund, Pax
World Growth Fund, Inc. and Pax World Money Market Fund, Inc. in 1998 to members
of the Board of Directors (including members of the Audit
Committee) in 1997 aggregated approximately $24,600.00 and $10,145.00,
respectively. In addition, Mr. Thomas W. Grant, Ms. Joy L. Liechty, Mr. Laurence
A. Shadek and Ms. Nancy S. Taylor received from Pax World Growth Fund, Inc.
approximately $4,600.00 and $815.00, in the aggregate, for attendance at
meetings of the Board of Directors of Pax World Growth Fund, Inc. and
reimbursement for travel expenses incurred in connection with attending such
meetings, respectively, for the period from March 12, 1997 (the date of
incorporation of the Fund) through December 31, 1997.are as follows:

PAX WORLD FUND, PAX WORLD GROWTH PAX WORLD MONEY
INCORPORATED FUND, INC. MARKET FUND, INC.
--------------- ----------------- -----------------

Mr. Carl H. Doerge, Jr. $ 2,527.10 $ 3,267.82 Not Applicable
Mr. Thomas W. Grant $ 3,824.71 $ 1,614.13 $0
Ms. Joy L. Liechty $ 7,122.03 $ 4,498.70 Not Applicable
Mr. Laurence A. Shadek $ 2,396.30 $ 1,540.12 $0
Ms. Nancy S. Taylor $ 7,105.32 $ 4,345.04 Not Applicable

All of the issued and outstanding shares of capital stock of the Adviser are
currently owned by Mr. Laurence A. Shadek and his three siblings, Messrs. Thomas
F. Shadek and James M. Shadek and Ms. Katherine Shadek Boyle. In addition, the
Shadek family has a twenty-six and sixty-seven one hundredths percent (26.67%)
ownership interest in H.G.H. G. Wellington, & Co., Inc. ("H.G.
Wellington"), which is athe brokerage firm which the
Fund may utilize to execute security transactions. Brokerage commissions paid by
the Fund to H.G.H. G. Wellington during 1997 and 19961998 totaled $132,372 and $68,224,$140,863,
respectively (36.3% and 18.6%27.8%, respectively, of total 1997 and 19961998
commissions). Of the 1996 amount,
$22,630 was paid subsequent to the Shadek family's purchase of the Adviser's
capital stock on September 27, 1996 (48.8% of total commissions paid during the
period September 27, 1996 to December 31, 1996). Thomas W. Grant, the President of H.G.H. G. Wellington, has less than
a 5% ownership interest in H.G.H. G. Wellington.

The Board of Directors of the Fund held a total of four (4) meetings during
the year ended December 31, 1997.1998. The Board has an Audit Committee consisting of
Mr. Raymond L. Mannix (a current director of the Fund)Messrs. Carl H. Doerge, Jr. and Mr. Sanford C. Sherman and Ms. Nancy S. Taylor, and
an Investment Committee consisting of Messrs. Laurence A. Shadek, Thomas W.
Grant, Robert P. Colin (Portfolio Co-Manager of the Fund) and Christopher H.
Brown (Portfolio Co-Manager of the Fund). The Audit Committee has responsibility
for overseeing the establishment and maintenance of an effective financial
control environment, for overseeing the procedures for evaluating the system of
internal accounting control and for evaluating audit performance. The Investment
Committee has responsibility for overseeing the investments of

8
the Fund. The Fund has no nominating committee or other standing committee. The
Audit Committee held one (1) meeting during the year and the Investment
Committee held two (2) meetings during the year. Each director attended all of
the meetings of the Board of Directors and the committee upon which they served.served,
except Mr. Sanford C. Sherman who did not receive timely notice of one (1)
meeting of the Audit Committee.

Along with those Officers and Directors mentioned above, the following
individuals are also Officers of the Fund:

NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION POSITION
- ---------------------------------------------------------- ---------------------

ANITA D. GREEN, age 34, c/o Pax World Management Corp., Co-Treasurer (since
222 State Street, Portsmouth, NH 03801-3853, serves as 1998)
Manager-Shareholder Services for the Pax World Fund Family
and Pax World Management Corp. (1990-present). Ms. Green
is also Assistant Treasurer of the Pax World Growth Fund,
Inc. (1997-present).

MICHELLE L. GUILMETTE, age 25, c/o Pax World Management Assistant Treasurer
Corp., 222 State Street, Portsmouth, NH 03801-3853, serves (since 1997)
as the Assistant Treasurer for the Fund and has held that
position since 1997. In addition, Ms. Guilmette has been a
Shareholder Services Representative for the Pax World Fund
Family since 1992.

JANET LAWTON SPATES, age 29, c/o Pax World Management Co-Treasurer (since
Corp., 222 State Street, Portsmouth, NH 03801-3853, serves 1998)
as Operations Manager for the Pax World Fund Family and
Pax World Management Corp. (1992-present). Ms. Spates also
serves as Assistant Treasurer to the Pax World Growth
Fund, Inc. (1997-present).

LEE D. UNTERMAN, age 48, c/o Bresler, Goodman & Secretary (since
Unterman, LLP, 521 Fifth Avenue, New York, NY 10175, is a 1997)
Partner at the law firm of Bresler Goodman & Unterman,
LLP, New York, NY (1997-present) and was a Partner at the
law firm of Broudy & Jacobson, New York, NY (1988-1997).
Mr. Unterman also serves as Secretary to the Pax World
Growth Fund, Inc. (1997-present).

PROPOSAL B -- TO RATIFY THE SELECTION OF PANNELL KERR FORSTER P.C.PC AS INDEPENDENT
PUBLIC ACCOUNTANTS OF THE FUND

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

The Board of Directors has unanimously approved the selection of Pannell
Kerr Forster P.C.PC ("PKF") as the independent public accountants of the Fund for
the fiscal year ending December 31, 19981999 and hereby seeks shareholder
ratification of such selection. PKF has advised the Fund that neither PKF nor
any of its members has, or has had in the past three years, any financial
interest in the Fund or any relation to the Fund other than their duties as
auditors and accountants. Representatives of PKF are expected to be present at
the Meeting, will be given the opportunity to make a statement if they so desire
and are expected to be available to respond to appropriate questions.

6
10

PROPOSAL C -- TO AMEND THE BY-LAWS OF THE FUND AND TO APPROVE CERTAIN CHANGES TO
THE FUND'S FUNDAMENTAL INVESTMENT POLICIES SO AS TO PERMIT THE FUND TO INVEST IN
THE PAX WORLD MONEY MARKET FUND

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

PROPOSAL

The Investment Company Act of 1940, as amended, requires a registered
investment company, including the Fund, to have certain specific investment
policies that cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities. Investment companies may
also elect to designate other policies that may be changed only by a shareholder
vote. Both types of policies are often referred to as "fundamental" policies.

Paragraph 3 of Article XXVII of the Fund's By-laws, as well as the Fund's
fundamental investment policies, currently prohibit the Fund, with certain
exceptions, from purchasing the securities of any issuer for the Fund's
portfolio unless immediately after such purchase not more than five percent (5%)
of the value of the total assets of the Fund, taken at market value, would be
invested in the securities of such issuer (excluding from this limitation
securities issued by the United States of America or any instrumentality
thereof) and not more than 10 percent of the outstanding voting securities or
more than 10 percent of the securities of any class of such issuer (as disclosed
by the last financial statement of such issuer) would be held by the Fund of
such issuer.

In addition, Paragraph 4 of Article XXVII of the Fund's By-laws, as well as
the Fund's fundamental investment policies, currently prohibit the Fund, with
certain exceptions, from investing any of its assets in the securities of other
investment trusts or companies.

Currently, the Fund invests its excess cash in certificates of deposit
issued by State Street Bank and Trust Company, the Fund's custodian. This
proposal seeks shareholder approval of changes to the Fund's By-laws and these
fundamental investment policies so as to permit the Fund to invest all or a
portion of those cash assets in the Pax World Money Market Fund, a socially
responsible money market fund which is being advised by the Adviser for the
specific purpose of assuring that the social responsibility screens used by the
Pax World Money Market Fund are the same as those used by the Fund.

In particular, this proposal would amend Paragraph 3 of Article XXVII of
the Fund's By-laws to provide as follows:

This corporation shall not purchase the securities of any issuer
for the portfolio of this corporation, other than the Pax World Money
Market Fund, unless immediately after such purchase not more than 5
percent of the value of the total assets of this corporation, taken at
market value, would be invested in the securities of such issuer
(excluding from this limitation securities issued by the United States
of America or any instrumentality thereof) and not more than 10
percent of the outstanding voting securities or more than 10 percent
of the securities of any class of such issuer (as disclosed by the
last financial statement of such issuer) would be held by this
corporation of such issuer.

and Number 1 of the fundamental investment policies of the Fund, as set forth in
the Fund's Statement of Additional Information under the heading "Investment
Objectives and Policies", to provide that the Fund may not:

1. Purchase the securities of any one issuer (except government
securities and securities issued by the Pax World Money Market
Fund) if immediately after and as a result of such purchase (a) the
market value of the holdings of the Fund in the securities of such
issuer exceeds five

7
11

percent of the market value of the Fund's total assets, or (b) the
Fund owns more than ten percent of the outstanding voting
securities or of any one class of securities of such issuer.

In addition, this proposal would amend Paragraph 4 of Article XXVII of the
Fund's By-laws to provide as follows:

This corporation shall not invest any of its assets in the
securities of other investment trusts or companies, other than the Pax
World Money Market Fund. Nothing herein or in paragraph 3 above shall
prevent any purchase for the purpose of effecting a merger,
consolidation or acquisition of assets expressly approved by the
stockholders after full disclosure of any commissions or profits (so
far as known to this corporation) to any dealer.

and Number 2 of the fundamental investment policies of the Fund, as set forth in
the Fund's Statement of Additional Information under the heading "Investment
Objectives and Policies", to provide that the Fund may not:

2. Purchase securities of other registered investment companies, other
than the Pax World Money Market Fund.

Finally, this proposal would amend Section (14) of Paragraph 6 of Article
XXVII of the Fund's By-laws to provide as follows:

This corporation shall not directly or indirectly: ... (14)
invest more than 5 percent of its total assets in securities of
companies having a record of less than three years continuous
operation, except for the Pax World Money Market Fund and those
surviving a merger or consolidation.

and Number 14 of the fundamental investment policies of the Fund, as set forth
in the Fund's Statement of Additional Information under the heading "Investment
Objectives and Policies", to provide that the Fund may not:

14. Invest more than five percent of its total assets in securities of
companies having a record of less than three years continuous
operation, except for the Pax World Money Market Fund and those
surviving a merger or consolidation.

REQUIRED VOTE; REASONS FOR THE DIRECTORS' APPROVAL

The Board of Directors of the Fund considered the proposed changes to the
Fund's By-Laws and fundamental investment policies so as to permit the Fund to
invest in the Pax World Money Market Fund at meetings held on December 11, 1997
and March 31, 1998. The Board of Directors requested and received relevant
information from the Adviser and counsel regarding such changes. Among other
things, the Board of Directors considered (1) the higher yield that could be
achieved by the Fund for its shareholders if the Fund were allowed to invest its
cash in a money market fund instead of in certificates of deposit, and (2) that
the Pax World Money Market Fund is a socially responsible fund that will have
the same social screens applied to its investments that are currently applied to
the Fund. The Directors were further advised that the Adviser would become the
adviser to the Pax World Money Market Fund for the specific purpose of assuring
that the social responsibility screens used by the Pax World Money Market Fund
are the same as those used by the Fund. In addition, the Shareholders will not
be subject to the imposition of double management fees because the Adviser and
the investment sub-adviser for Pax World Money Market Fund will waive their
advisory fee for the Fund in an amount that offsets the amount of the advisory
fees of Pax World Money Market Fund incurred by the Fund.

8
12

After review of the information and representations provided them, the
Directors determined that the proposed changes to the Fund's By-Laws and
fundamental investment policies would be in the best interest of the Fund and
its shareholders. The Board of Directors of the Fund believes that the proposed
changes to the Fund's By-laws and fundamental investment policies will enhance
the financial services provided by the Pax World Fund Family and provide to the
Fund and its shareholders an alternative investment which adheres to the
socially responsible philosophy of the Pax World Fund Family. Accordingly, the
Directors present at the meetings of the Board of Directors held on December 11,
1997 and March 31, 1998 voted unanimously to approve, subject to approval by a
majority of the outstanding shares of the Fund as required by the Fund's By-
laws, the proposed changes to the Fund's By-Laws and fundamental investment
policies and recommends that the Shareholders similarly vote in favor.

RECOMMENDATION

THE DIRECTORS OF THE FUND BELIEVE THAT THE PROPOSED CHANGES TO THE FUND'S
BY-LAWS AND FUNDAMENTAL POLICIES ARE IN THE BEST INTEREST OF THE FUND AND ITS
SHAREHOLDERS AND, ACCORDINGLY, RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
AMENDMENT TO THE BY-LAWS OF THE FUND AND CERTAIN CHANGES TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES AS DISCUSSED ABOVE.

OTHER BUSINESS

The Directors of the Fund are not aware of any other business to be acted
upon at the Meeting other than described herein. It is not anticipated that
other matters will be brought before the Meeting. If, however, other matters are
duly brought before the Meeting, or any adjournments thereof, the persons
appointed as proxies will have discretion to vote or act thereon according to
their best judgment.

EXPENSES OF PROXY SOLICITATION

The cost of the Meeting, including the solicitation of proxies, will be
borne by the Fund. The proposed solicitation of proxies will be made by mail but
supplemental solicitations may be by mail, telephone, or telegraph personally by
shareholder service representatives and/or officers of the Fund who will not be
additionally compensated for providing such services. It is anticipated that the
cost for such supplemental solicitations, if any, would be nominal. The Fund
will forward to any record owners proxy materials for any beneficial owner that
such record owners may request.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding shares of voting
securities of the Fund beneficially owned as of April 14, 1999 by each person
known by the Fund to beneficially own 5% or more of the outstanding securities
of the Fund.

TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------ ------------------------------- --------------------------- -----------

Common Charles Schwab & Co. Inc. 2,840,881.458 shares of the 7.109%
Stock 101 Montgomery Street Common Stock of the Fund
San Francisco, CA 94104 owned in special custody
account for the exclusive
benefit of customers

ADDITIONAL INFORMATION

The officers of the Fund are responsible for the day-to-day operations of
the Fund and the Board of Directors of the Fund is responsible for the general
policy of the Fund; Pax World Management Corp., 222 State Street, Portsmouth, NH
03801-3853 is the adviser to the Fund; and the Fund's shares are distributed through
a distribution expense plan maintained by the Fund pursuant to Rule 12b-1 of the
Investment Company ActAct; and H.G. Wellington & Co., Inc., 14 Wall Street, New York, NY 10005, serves
as distributor of 1940,the Fund's shares and, for nominal consideration and as amended.

9agent
for the Fund, solicits orders for the purchase of Fund shares, provided,
however, that orders are not binding on the Fund until accepted by the Fund as
principal.

11
13

PAX WORLD FUND, INCORPORATED
C/O PFPC, INC.
P.O. BOX 9426
WILMINGTON, DE 19899

PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 11, 199810, 1999

THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF PAX WORLD FUND, INCORPORATED

The undersigned hereby appoints Laurence A. Shadek and/or Lee D.
Unterman as Proxies, each with full powers to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of common stock of Pax World Fund, Incorporated held on record by the
undersigned on April 14, 1998,1999, at the annual meeting of shareholders to be
held on Thursday, June 11, 199810, 1999 or at any adjournment or adjournments thereof.

NOTE: Please sign exactly as name appears on
this ballot. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, please sign in full corporate name
by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person. Do not indicate address
corrections, registration changes, or other
information on this card.

_____________________________________________
Signature(s) of Shareholder(s)

_____________________________________________
Dated:

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

PAX WORLD FUND, INCORPORATED
ANNUAL SHAREHOLDERS MEETING - JUNE 10, 1999

PROPOSAL(S)

A)A. To elect the following eight nominees as Directors of the Fund:

C. Lloyd Bailey; Carl H. Doerge, Jr.,; Thomas W. Grant; Joy L. Liechty;
Laurence A. Shadek; Sanford C. Sherman; Nancy S. Taylor; Esther J.
Walls

[ ] FOR ALLall such nominees

[ ] WITHHOLD ALLVote WITHHELD for all such nominees

[ ] FOR ALL, EXCEPT (As marked below)

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

Instructions:all such nominees (except as noted to the contrary):

To withhold authority to vote for any individual nominee(s), write the
name(s) of such nominee(s) on the line above

B)below:

________________________________________________________

B. To ratify the selection of Pannell Kerr Forster P.C.PC as the independent public
accountants of the Fund.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

C) To amend the By-Laws of the Fund and to approve certain
changes to the Fund's fundamental investment policies to
permit the Fund to invest in the Pax World Money Market Fund.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

D)C. In their discretion, on all other business that may properly come before the
Meeting and any adjournment or adjournments thereof.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Please sign on the reverse side

THIS PROXY WILL BE VOTED AS SPECIFIED.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ADOPTION OF ALL PROPOSALS A, B, C AND D AS SAID PROXIES, AND EACH OF THEM,
MAY DETERMINE.

TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK. EXAMPLE: [X]

JUNE 11, 1998 ANNUAL SHAREHOLDERS MEETING
PAX WORLD FUND, INCORPORATED

Please sign exactly as name appears. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

------------------------------
Signature(s) of Shareholder(s)

Dated: ____________________

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.