<PAGE> 1
[THE VANGUARD GROUP LETTERHEAD]
December 28, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard Whitehall Funds, Inc. (the "Registrant")
File Nos. 33-64845
811-7443
Gentlemen:
The Registrant hereby amends its registration statement filed on Form N1-A on
December 8, 1995, on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of 1933 or
until the registration statement shall become effective on such date as the
Commission acting pursuant to said section (8), may determine.
If you have any questions concerning this request, please call me at (215)
669-6290.
Thank you.
Sincerely,
/s/ CURTIS R. HILLIARD
- --------------------------
Curtis R. Hilliard
Principal
and Associate Counsel
