VANGUARD/WELLESLEY INCOME FUND INC
N-30D, 2000-08-25
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VANGUARD WELLESLEY(R)
INCOME FUND

JUNE 30, 2000

[A MEMBER OF
THE VANGUARD GROUP LOGO]

<PAGE>


HAVE THE  PRINCIPLES  OF  INVESTING  CHANGED?  In a world of frenetic  change in
business, technology, and the financial markets, it is natural to wonder whether
the basic principles of investing have changed.
     We don't think so.
     The most  successful  investors  over the coming  decade  will be those who
began the new century with a fundamental  understanding  of risk and who had the
discipline to stick with long-term investment programs.
     Certainly,  investors  today  confront a challenging,  even  unprecedented,
environment.  Valuations of market  indexes are at or near historic  highs.  The
strength and duration of the bull market in U.S.  stocks have inflated  people's
expectations  and  diminished  their  recognition  of the market's  considerable
risks. And the incredible  divergence in stock returns--many  technology-related
stocks  gained  100% or more in 1999,  yet prices fell for more than half of all
stocks--has made some investors question the idea of diversification.
     And then there is the  Internet.  Undeniably,  it is a powerful  medium for
communications and transacting business.  For investors,  the Internet is a vast
source  of  information  about  investments,  and  online  trading  has  made it
inexpensive and convenient to trade stocks and invest in mutual funds.
     However,  new tools do not guarantee good  workmanship.  Information is not
the same as wisdom.  Indeed,  much of the information,  opinion,  and rumor that
swirl  about  financial  markets  each day  amounts  to  "noise"  of no  lasting
significance.  And the fact  that  rapid-fire  trading  is easy does not make it
beneficial.   Frequent  trading  is  almost  always  counterpro-ductive  because
costs--even at low commission rates--and taxes detract from the returns that the
markets  provide.  Sadly,  many  investors jump into a "hot" mutual fund just in
time to see it  cool  off.  Meanwhile,  long-term  fund  investors  are  hurt by
speculative  trading  activity  because they bear part of the costs  involved in
accommodating purchases and redemptions.
     Vanguard  believes that  intelligent  investors  should  resist  short-term
thinking and focus instead on a few time-tested principles:
o    Invest for the long term. Pursuing your long-term  investment goals is more
     like a marathon than a sprint.
o    Diversify  your  investments  with  holdings  in  stocks,  bonds,  and cash
     investments.  Remember  that,  at any  moment,  some part of a  diversified
     portfolio  will lag  other  parts,  and be wary of  taking  on more risk by
     "piling onto" the  best-performing  part of your  holdings.  Today's leader
     could well be tomorrow's laggard.
o    Step back from the daily frenzy of the markets; focus on your overall asset
     allocation.
o    Capture as much of the market's return as possible by minimizing  costs and
     taxes.
Costs and taxes  diminish  long-term  returns  while doing nothing to reduce the
risks you incur as an investor.

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CONTENTS
Report From The Chairman..........1     Fund Profile..................8

The Markets In Perspective........4     Performance Summary..........12

Report From The Adviser...........6     Financial Statements.........13
--------------------------------------------------------------------------------
All  comparative  mutual fund data are from Lipper  Inc. or  Morningstar,  Inc.,
unless otherwise noted.
"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc.
Frank Russell Company is the owner of trademarks and copyrights  relating to the
Russell Indexes.
"Wilshire  5000(R)" and "Wilshire  4500" are  trademarks of Wilshire  Associates
Incorporated.


<PAGE>

REPORT FROM THE CHAIRMAN

[PHOTO OF JOHN J. BRENNAN]

The stock market struggled but the bond market achieved solid results during the
first half of 2000.  Vanguard  Wellesley  Income Fund recorded a 2.2% return for
the six months,  a result that was better than those posted by its average peer,
its benchmark index, and the overall stock market.
     The  table  at  right  presents  the  total  return  (capital  change  plus
reinvested  dividends) for your fund, the average income fund, and the Wellesley
Composite  Index,  which  is  constructed  of  market  benchmarks   weighted  in
proportion  to  your  fund's  typical  investment  mix  of  65%  bonds  and  35%
dividend-paying stocks.

-----------------------------------------------------
                                      TOTAL RETURNS
                                    SIX MONTHS ENDED
                                      JUNE 30, 2000
-----------------------------------------------------
Vanguard Wellesley Income Fund            2.2%
-----------------------------------------------------
Average Income Fund*                      1.9%
-----------------------------------------------------
Wellesley Composite Index**               1.7%
-----------------------------------------------------
*Derived from data provided by Lipper Inc.
**Bond component is 65% Lehman Long Credit AA or Better Bond Index through March
31, 2000, and 65% Lehman Credit A or Better Index thereafter. Stock component is
26% S&P 500/BARRA Value Index,  4.5% S&P Utilities Index, and 4.5% S&P Telephone
Index.

     Our return is based on a decrease  in net asset value from $18.85 per share
on December 31, 1999, to $18.73 per share on June 30, 2000,  and is adjusted for
dividends  of $0.53 per share paid from net  investment  income (down from $0.56
paid out during the first half of 1999). As of June 30,  Wellesley Income Fund's
annualized  yield was 5.8%, up from 5.7% on December 31, 1999,  and 5.3% on June
30, 1999.

THE PERIOD IN REVIEW
The first half of 2000 was a tumultuous  time in the  financial  markets,  which
were buffeted by a complex set of crosscurrents.  The domestic economy continued
to grow at a strong pace: Output,  adjusted for inflation,  was 6% higher during
the  second  quarter  of 2000 than a year  before.  Unemployment  remained  low,
hovering around 4% of the workforce.
     Economic  growth is generally  good for corporate  earnings and,  thus, for
stocks.   But  investors  and  economic   policymakers  have  worried  that  the
combination of rapid growth and low  unemployment  would trigger  sharply higher
wages and inflation.  The Federal  Reserve Board,  seeking to slow the economy's
momentum and forestall an inflationary  outburst,  continued to raise short-term
interest  rates  during the  half-year.  The Fed boosted the federal  funds rate
three times by a total of 1.0 percentage point (100 basis points).
     Although the Fed  succeeded in pushing up  short-term  interest  rates--the
yield of 3-month  U.S.  Treasury  bills  climbed 52 basis  points (from 5.33% to
5.85%) during the  period--it had less impact on long-term  rates.  After rising
early in 2000,  yields  for  longer-term  Treasuries  began  to fall  after  the
Treasury Department announced that it would take advantage of the rising federal
budget  surplus to buy back billions of dollars' worth of long-term  bonds.  The
shrinking  supply of Treasuries  caused their prices to rise and their yields to
fall. On balance,  the 30-year  Treasury  bond fell 58 basis  points,  to 5.90%,
during the half-year. Yields on high-quality corporate bonds were slightly
higher and prices dipped slightly.
     In the stock market, a boom in  technology-related  sectors kept the market
averages rising during the first quarter, despite the threat of higher inflation
and the Fed's tighter

                                      1
<PAGE>

monetary policy. But during the second quarter, tech stocks in particular cooled
off. The market may have reacted to evidence that the ideal combination of rapid
growth and low  inflation  could be ending.  If the Fed  succeeds in slowing the
economy,  corporate  earnings  growth might slow,  too.  And if earnings  growth
slowed, some investors reasoned,  technology and telecommunications stocks would
have a tough time maintaining their lofty  price/earnings  multiples.  The split
between the two  quarters was evident in the results for the  tech-heavy  Nasdaq
Composite  Index,  which rose 12.7% in the first quarter only to slide -14.7% in
the second. End result? A -3.9% return for the half-year.
     Overall,  stocks provided a -0.7% return for the six months, as measured by
the Wilshire 5000 Total Market Index.  Market  leadership  flip-flopped  between
growth    stocks--whose    prices   reflect   high   expectations   for   future
profitability--and  value stocks, whose low prices in relation to earnings, book
value,  and dividends  reflect lower  expectations.  Growth stocks were in front
early on, but value stocks performed best in late March and April. Growth issues
bounced back in June,  however,  and for the full six months,  growth  generally
outpaced value:  The growth stocks within the Standard & Poor's 500 Index gained
2.6%, while the value stocks returned -4.1%.

PERFORMANCE OVERVIEW
Although  modest in absolute terms,  Wellesley  Income Fund's 2.2% return during
the first half of 2000 was better than those achieved by the average income fund
(1.9%),  your fund's  composite  index  benchmark  (1.7%),  or the overall stock
market  (-0.7%).Wellesley's  bond holdings,  which made up 61% of fund assets at
mid-year,  earned 2.8% during the six months.  This  trailed the 3.6%  "spliced"
return for the bond  benchmarks  we used during the period (the Lehman  Brothers
Long Credit AA or Better Bond Index through March 31, and the Lehman Credit A or
Better Bond Index thereafter).  Your fund's stock holdings returned 0.4%--nearly
3 full  percentage  points above the -2.4% return for our unmanaged  stock index
and even ahead of the S&P 500's -0.4% return.
     In keeping with our adoption of the Lehman Credit A or Better Bond Index as
our bond  benchmark,  our adviser has  shortened  the bond  portfolio's  average
maturity and average  duration (an estimate of how bond prices will fluctuate as
interest rates change).  As of June 30, the average duration was 5.8 years, down
from 7.6 years on  December  31,  1999.  This  means  that the price of our bond
holdings  should  rise or fall  roughly  5.8% (down from 7.6%) in  response to a
1-percentage-point  change  in market  interest  rates.  But  while  the  fund's
sensitivity  to changes in rates has been reduced,  it remains a bit higher than
that of our new  benchmark  index,  whose  duration  is 5.4  years.  Given  that
corporate bond prices fell slightly during the half-year, the longer duration of
our holdings hurt us a bit in relation to the index.
     Our stock segment outpaced its market benchmarks  primarily because of good
security selection by our adviser,  Wellington  Management Company. For example,
in the consumer-staples  category,  Wellesley's holdings earned 16.5%, far ahead
of the  -4.5%  return  for  this  group  in the S&P 500  Index.  And  Wellington
Management's  picks in the utility  sector,  home to more than  one-fifth of our
stock  holdings,  essentially  broke even  during the six  months,  a far better
result than the average decline of -11.8% for utilities within the S&P 500.
     Our fund met its goal of  providing a  relatively  high and stable level of
income during the half-year.  These days, it seems that many investors  overlook
the  importance of steady income from interest and  dividends.  But  Wellesley's
emphasis on income has served  shareholders  well over time,  especially  during
periods of high volatility in the markets.

                                       2
<PAGE>

IN SUMMARY
During  the  first  half  of 2000  we  witnessed  very  sharp  day-to-day  price
fluctuations  for stocks,  significant  swings in market  sentiment,  and sudden
shifts in market  leadership.  All of this volatility,  squeezed into a mere six
months,  underscored  the fact that  unpredictability  is par for the  course in
financial  markets.  The  timing,  extent,  and  duration of such  episodes  are
impossible to foretell with  precision,  but investors must be willing to endure
them to reap the long-term rewards of investing.
     At Vanguard,  we reiterate our long-standing  recommendation for navigating
stormy seas toward long-term  financial goals.  First, create an investment plan
with a balance of stock funds, bond funds, and money market funds suited to your
time horizon,  investment  objectives,  and  tolerance for market  fluctuations.
Wellesley  Income  Fund,  of course,  was founded on this  principle of balanced
investing.  Once you have a diversified plan in place,  stick with it. Avoid the
impulse  to alter it based on  short-term  events--whether  those be  unsettling
turbulence in the market or glittery returns from some particular  corner of the
market. "Stay the course" is timeless investment wisdom.

/s/
John J. Brennan
Chairman and Chief Executive Officer

July 14, 2000



--------------------------------------------------------------------------------
IN MEMORY
--------------------------------------------------------------------------------
It is with  great  sadness  that I  report  the  death  of John C.  Sawhill,  an
independent  trustee of the fund and a member of The Vanguard  Group's  board of
directors  since 1991.  John, an economist who was president and chief executive
officer  of The  Nature  Conservancy,  died on May 18 at age 63. He was a senior
lecturer at the Harvard  Business School and had formerly served as president of
New York  University  and as deputy  secretary of the U.S.  Department of Energy
under President Jimmy Carter.  John was a remarkable man who was full of energy,
vigor,  and life. His experience and wisdom added a great deal to Vanguard,  and
his death is a blow to everyone  who knew and loved him.  Though  John's work on
behalf of our funds was often  carried on behind the scenes,  he was a dedicated
advocate for the best interests of our shareholders. He will be missed.


--------------------------------------------------------------------------------
NOTICE TO SHAREHOLDERS
In the past, the quarterly  income dividend that Vanguard  Wellesley Income Fund
distributed  to  shareholders  was paid at a set rate of $0.28  per  share.  Any
income the fund earned in excess of the set rate was distributed in the December
income dividend. Beginning with the dividend of $0.27 per share that was paid in
March 2000, the fund is distributing  income on a "pay as you go" basis,  rather
than  according  to a set rate.  This  policy  change  provides  for a more even
distribution of income throughout the year.
--------------------------------------------------------------------------------

                                       3
<PAGE>

THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED JUNE 30, 2000

The  perpetual  tug-of-war in the  financial  markets ended in a near  stalemate
during the first  half of 2000,  despite  lots of  back-and-forth  movement.  On
average,  neither  stock nor bond  prices  ended the  period far from where they
began it. However,  bonds,  thanks to their superior income,  outpaced stocks in
total return.
     Economic  signals were  conflicting.  Growth continued at a rapid pace, and
corporate  profits  rose  smartly.  On the other hand,  stock prices as the year
began already  reflected  high levels of optimism,  and the market  administered
severe punishment to companies that failed to live up to earnings  expectations.
Also weighing on the market were concerns that the economy's  vigor at a time of
low  unemployment  would  inevitably  push labor costs and other prices  higher.
Indeed,  higher  costs for oil and natural gas pushed  broad gauges of inflation
higher (the Consumer Price Index gained 2.4% for the six months and 3.7% for the
twelve months ended June 30). Yet core inflation, which excludes energy and food
items, registered a moderate 2.4% gain during the 12 months ended June 30.
     The  Federal  Reserve  Board  raised  short-term  interest  rates  by  0.25
percentage  point in February  and again in March,  before  adding a  half-point
boost  in  May.  These  steps,  which  followed  three  quarter-percentage-point
increases  in  1999,  took  the  Fed's  target  for  short-term  rates  to 6.5%.
Thereafter,  signs of a slowing in economic activity cropped up, although it was
not certain that the Fed was done trying to throttle down the economic engine.

--------------------------------------------------------------------------------
                                                  TOTAL RETURNS
                                            PERIODS ENDED JUNE 30, 2000
                                      ------------------------------------------
                                        6 MONTHS        1 YEAR          5 YEARS*
--------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                            -0.4%          7.2%           23.8%
  Russell 2000 Index                        3.0          14.3            14.3
  Wilshire 5000 Index                      -0.7          10.0            22.6
  MSCI EAFE Index                          -4.0          17.4            11.6
--------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index               4.0%          4.6%            6.3%
  Lehman 10 Year Municipal Bond Index       4.0           4.5             6.0
  Salomon Smith Barney 3-Month
   U.S. Treasury Bill Index                 2.8           5.3             5.2
--------------------------------------------------------------------------------
OTHER
  Consumer Price Index                      2.4%          3.7%            2.5%
--------------------------------------------------------------------------------
*Annualized.


U.S. STOCK MARKETS
Stock prices were quite  volatile  during the  half-year,  and large  day-to-day
price  fluctuations  in market  averages were  commonplace.  There also were two
swift  shifts in market  leadership.  The year began with a  continuance  in the
rapid rise for the "TMT" stocks  (technology,  media,  telecommunications)  that
were the market's darlings during 1999.  Through  mid-March,  the surge in these
"new economy"  groups left "old  economy"  stocks far behind.  For example,  the
Nasdaq Composite Index, which is dominated by tech-related stocks,  gained 15.6%
and the Russell 1000 Value Index fell -10.4% during January and February. But in
mid-March,  value  stocks took charge and TMT stocks  slumped.  The Russell 1000
Value Index returned 12.1% while the Nasdaq  plummeted to a -27.4% return in the
March-May period. But June brought another  flip-flop:  The value index declined
-4.6%, while the Nasdaq rebounded with a 14.5% return.

                                       4
<PAGE>

     When the half-year was over, most broad market indexes had modest declines.
The all-market Wilshire 5000 Index returned -0.7%, the  large-capitalization S&P
500 Index slipped  -0.4%,  and the Nasdaq fell -3.9%.  Small- and mid-cap stocks
did better:  The small-cap  Russell 2000 Index gained 3.0% and the Wilshire 4500
Completion  Index,  comprising  virtually all the U.S. stocks outside of the S&P
500, eked out a 0.3% return.

U.S. BOND MARKETS
The Federal  Reserve  most  directly  influences  interest  rates of  short-term
securities.  The Fed  pushed  up its  target  federal  funds  rate  (charged  on
overnight  loans  between  banks) by 1 percentage  point to 6.5%.  But yields of
3-month U.S.  Treasury bills rose only half as far (0.52 percentage point, or 52
basis  points to 5.85%).  And yields  actually  declined on  long-term  Treasury
securities,  whose  prices  rose.  Big federal  budget  surpluses  are causing a
shrinking  supply of Treasury bonds.  The 10-year  Treasury note's yield fell 41
basis  points  to 6.03% as of June 30,  and the  yield of the  30-year  Treasury
declined 58 basis points--from 6.48% to 5.90%--during the half-year.
     The  upshot  was an  unusual  "inversion"  in the yield  curve.  Instead of
sloping  upward--with  yields  increasing  along with the  maturity  of Treasury
securities--the  curve descended.  The 5.90% yield of 30-year Treasuries on June
30 was 49 basis points below the 6.39% yield on 3-year Treasury notes.
         Corporate  bonds did not  perform  as well as  Treasuries  for two main
reasons:  a record level of new  offerings  and  investors'  concern that credit
quality might be  declining.  The rise in yields (and fall in prices) was slight
for higher-quality  corporate bonds but more severe for high-yield "junk" bonds.
Investors grew wary of riskier bonds due to an increase in defaults.  The Lehman
High  Yield Bond  Index saw a price  decline  of -5.7%  during the first half of
2000, more than offsetting its six-month  income of 4.5%.  Tax-exempt  municipal
bonds  generally  outperformed  corporates  but did  not do as well as  Treasury
securities. The overall taxable bond market, as measured by the Lehman Aggregate
Bond  Index,  returned  4.0%,  as a price gain of 0.4%  augmented  a 3.6% income
return.

INTERNATIONAL STOCK MARKETS
International  stock markets were generally  unprofitable for U.S. investors due
to lack-luster  local market  performances and a stronger U.S. dollar during the
half-year.   Although   economic  growth  in  most  of  Europe  appeared  to  be
strengthening, stocks were hurt by continued economic weakness in Japan and from
expectations of higher interest rates. On the other hand,  European stock prices
got some support from an increase in corporate takeovers.
     In local currencies,  European stocks posted a 1.7% return in the aggregate
and stocks from the Pacific region recorded a modest decline of -2.6%.  However,
the dollar's strength diminished those results for U.S. investors,  for whom the
Morgan Stanley Capital  International (MSCI) Europe Index returned -3.0% and the
MSCI Pacific Free Index returned -5.9%. The MSCI Europe,  Australasia,  Far East
(EAFE) Index of  developed  foreign  markets  registered a -4.0% return for U.S.
investors.
     The Select Emerging Markets Free Index fell -9.6% in U.S.  dollars,  having
declined  -3.5% in local  currencies.  The  index was hit by  weakness  in South
Africa (-15%) and several emerging Asian markets,  including  Indonesia  (-44%),
Thailand (-36%),  and the Philippines  (-36%).  The biggest gains among emerging
markets were in Israel (+27%) and Venezuela (+19%).

                                       5
<PAGE>

REPORT FROM THE ADVISER

Vanguard  Wellesley  Income Fund  outperformed  its unmanaged  benchmark for the
first six months of 2000.  During the half-year ended June 30, the fund returned
2.2%, versus 1.7% for the unmanaged benchmark.
     The stock segment  returned  0.4% for the  half-year,  following  full-year
returns of -2.7% in 1999, 15.6% in 1998, and 32.8% in 1997.  Overall returns for
various stock indexes are mixed so far in 2000, but Wellesley's  stock portfolio
outpaced the -2.4% return of the equity portion of its benchmark. A general lack
of  exposure  to  technology   companies--due   mostly  to  our  income-oriented
charter--and an overweighting  in energy versus the benchmark index  contributed
to the fund's outperformance.  The blended stock composite index is weighted 75%
in the S&P 500/BARRA Value Index, 12.5% in the S&P Utilities Index, and 12.5% in
the S&P Telephone Index.
     The bond segment's  return of 2.8% for the first six months of 2000 trailed
the 3.6% return of a "spliced" benchmark consisting of the result for the Lehman
Long Credit AA or Better  Index,  for the first three months of the year and the
return of the  Lehman  Credit A or Better  Index,  for the second  quarter.  The
fund's new bond  benchmark  has an  intermediate-term  average  maturity  and is
significantly  less  sensitive to changes in interest  rates than the old, which
has a long average maturity.
     The bond  segment's  positive  return was  notable,  given that the Federal
Reserve Board continued to raise interest rates this year.  Typically,  when the
Fed raises short-term  rates,  yields rise for most securities of all maturities
and bond prices fall. This year,  however,  a shrinking supply of U.S.  Treasury
securities and debt buybacks by the Treasury  dampened  Treasury yields.  From a
business-cycle  standpoint,  we anticipate an end to Fed  tightening  before too
long, slower U.S. economic growth, and receding inflationary  pressures,  all of
which should provide a positive underpinning to the U.S. bond market in the near
future.
     We  reduced  the  interest  rate  risk of the  Wellesley  Income  Fund bond
portfolio   throughout   the  year  by  shortening  the   portfolio's   duration
meaningfully.  However,  the portfolio is currently  longer in duration than the
new  benchmark,  implying  that a given change in interest  rates will cause the
principal  value of the  fund's  bond  segment  to change  more than that of the
index. Despite the new shorter-duration benchmark, we should emphasize that both
the absolute and relative performance of the fund's bond segment will be hurt if
interest rates move higher.
     The fund has  maintained  its  traditional  posture--investing  60%-65%  of
assets in  investment-grade  bonds  and  35%-40%  of  assets in  dividend-paying
stocks. In general,  the fund's  performance is sensitive to changes in interest
rates because of its sizable  weighting in bonds and its substantial  allocation
to high-yielding, interest-rate-sensitive stocks.

--------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The fund  reflects a belief that  relatively  high  current  income and moderate
long-term  growth in income and capital can be  achieved  without  undue risk by
holding  60% to 65% of assets in fixed  income  securities  and the  balance  in
income-oriented  common stocks.  Consistent with this approach,  the fund's bond
segment  comprises  intermediate-  and long-term  U.S.  Treasury  securities and
high-quality  corporate  bonds;  its equity  segment is dominated by stocks with
above-average dividend yields and strong potential for dividend increases.
--------------------------------------------------------------------------------

                                       6
<PAGE>

OUTLOOK FOR THE SECOND HALF
Given  accumulating  evidence of a slower U.S. economy,  we believe the Fed will
temporarily  move to the sidelines.  We don't expect a rate increase in the next
several  months.  However,  we are not convinced  that the Fed has completed its
task. In the past, the Fed stopped raising  interest rates once it could observe
a pattern  of slowing  consumption,  weaker  housing  activity,  and  moderating
manufacturing  activity,  even if inflation indicators continued to deteriorate.
The  economy  still  remains  on  solid  footing.   Investment,   especially  in
technology,  continues  to  accelerate.  Real GDP (gross  domestic  product)  is
forecast to rise 5% on average in 2000, a higher rate than previously predicted,
reflecting  first-quarter strength.  Going forward,  however, the key message is
decelerating growth. The economy is projected to expand at a healthy 4% average
rate in 2001.
     Operating  earnings for the S&P 500 Index  companies  increased  23% in the
first  quarter,  the  strongest  gain in  profits  since  1995.  We expect  that
second-quarter  earnings  will grow at a similar  pace;  for the full  year,  we
estimate  earnings  growth of 18%. In 2001, we forecast  earnings growth of 12%,
which is still a fairly robust rate.

STRATEGY GOING FORWARD
Our strategy for the fund remains consistent.  The percentage of assets invested
in stocks  varies only between 35% and 40%. We reduced the stock  portion of the
fund  from 40% at the end of 1999 to 36% as of June 30. We had been at the upper
end of the 35%-40% range because we believed that strong  earnings  generated by
expansion in the global economy could support the  valuations.  We now expect to
stay around the midpoint of the range  because there is a risk that earnings may
not meet expectations.  The S&P 500 Index is up 7.2% for the last 12 months, and
is down -0.4% for the six months ended June 30. We believe that the prospect for
stable  interest rates will bring an improved  equity market  performance in the
year ahead.
     The  strategy for the stock  portfolio  is to buy shares of companies  with
above-market yields across different industries.  We sell stocks usually because
they have either risen  toward our target  prices or  experienced  deteriorating
fundamentals. Most of Wellesley's stocks have above-average dividend yields. The
average yield of our stocks is 3.8%,  which is 245% higher than the 1.1% average
yield of the S&P 500 Index.
     The duration of the fund's bond  portfolio  will revolve around that of the
new  benchmark  to reduce the  portfolio's  sensitivity  to changes in  interest
rates. We purchase only investment-grade  bonds denominated in U.S. dollars, and
we emphasize issuers with stable or improving credit fundamentals.
     The dominant  theme guiding the fund's  investment  strategy is our ongoing
obligation to provide an attractive level of income by investing in high-quality
securities. Our long-term goal is to achieve increases in Wellesley's dividend.

Earl E. McEvoy, Senior Vice President
John R. Ryan, Senior Vice President
Wellington Management Company, LLP

July 13, 2000

                                       7
<PAGE>





FUND PROFILE
WELLESLEY INCOME FUND

This Profile  provides a snapshot of the fund's  characteristics  as of June 30,
2000,  compared where  appropriate to an unmanaged  index.  Key elements of this
Profile are defined on pages 10 and 11.

TOTAL FUND CHARACTERISTICS
---------------------------
Yield                 5.8%
Turnover Rate          28%*
Expense Ratio        0.31%*
Cash Investments      3.0%

*Annualized.


FUND ASSET ALLOCATION
---------------------------
CASH INVESTMENTS        3%
STOCKS                 36%
BONDS                  61%


TOTAL FUND VOLATILITY MEASURES
-------------------------------------
              WELLESLEY      S&P 500
-------------------------------------
R-Squared         0.44          1.00
Beta              0.29          1.00


TEN LARGEST STOCKS
(% OF EQUITIES)
------------------------------------------
Exxon Mobil Corp.                    6.4%
Baxter International, Inc.           3.5
BP Amoco PLC ADR                     3.4
Equitable Resources, Inc.            3.3
Shell Transport & Trading Co. ADR    3.2
USX-Marathon Group                   3.2
Bell Atlantic Corp.                  3.1
Marsh & McLennan Cos., Inc.          3.0
Ford Motor Co.                       2.9
Wachovia Corp.                       2.8
------------------------------------------
Top Ten                              34.8%
------------------------------------------
Top Ten as % of Total Net Assets     12.6%


SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
--------------------------------------------------------------------------------
                                        JUNE 30, 1999          JUNE 30, 2000
                                      ------------------------------------------
                                         WELLESLEY       WELLESLEY      S&P 500
                                      ------------------------------------------
Auto & Transportation..........            5.9%             3.7%          1.6%
Consumer Discretionary.........            5.5              5.3          11.8
Consumer Staples...............            5.8              4.8           5.7
Financial Services.............           17.2             17.3          13.4
Health Care....................            5.4              5.5          11.7
Integrated Oils................           18.3             17.0           4.5
Other Energy...................            0.0              5.7           1.8
Materials & Processing.........            9.6              8.9           2.2
Producer Durables..............            0.0              3.8           2.9
Technology.....................            0.0              0.0          29.9
Utilities......................           26.5             22.5           8.6
Other..........................            5.8              5.5           5.9
--------------------------------------------------------------------------------
                                       8
<PAGE>

EQUITY CHARACTERISTICS
----------------------------------------------------
                           WELLESLEY         S&P 500
----------------------------------------------------
Number of Stocks                  68             500
Median Market Cap             $11.0B          $94.9B
Price/Earnings Ratio           14.7x           28.7x
Price/Book Ratio                2.2x            5.2x
Dividend Yield                  3.8%            1.1%
Return on Equity               16.8%           24.5%
Earnings Growth Rate            5.0%           17.3%
Foreign Holdings                8.1%            1.2%


EQUITY INVESTMENT FOCUS
------------------------------------
STYLE                          VALUE
MARKET CAP                     LARGE


FIXED INCOME CHARACTERISTICS
----------------------------------------------------
                           WELLESLEY         LEHMAN*
----------------------------------------------------
Number of Bonds                  146           5,632
Yield to Maturity               7.5%            7.3%
Average Coupon                  6.7%            6.9%
Average Maturity          10.6 years       8.8 years
Average Quality                  Aa2             Aaa
Average Duration           5.8 years       4.9 years

*Lehman Aggregate Bond Index.


FIXED INCOME INVESTMENT FOCUS
----------------------------------------------------
AVERAGE MATURITY                           MEDIUM
CREDIT QUALITY         INVESTMENT-GRADE CORPORATE



DISTRIBUTION BY ISSUER
(% OF BONDS)
----------------------------------------------------
Asset-Backed                                    0.0%
Commercial Mortgage-Backed                      0.0
Finance                                        22.3
Foreign                                         0.8
Government Mortgage-Backed                     18.5
Industrial                                     31.2
Treasury/Agency                                16.1
Utilities                                      11.1
----------------------------------------------------
Total                                         100.0%


DISTRIBUTION BY CREDIT QUALITY (% OF BONDS)
----------------------------------------------------
Treasury/Agency*  34.6%
Aaa                                             2.9
Aa                                             18.4
A                                              32.1
Baa                                            11.5
Ba                                              0.5
B                                               0.0
Not Rated                                       0.0
----------------------------------------------------
Total                                         100.0%

*Includes Government Mortgage-Backed.


                                       9
<PAGE>


AVERAGE COUPON. The average interest rate paid on the securities held by a fund.
It is expressed as a percentage of face value.

AVERAGE  DURATION.  An  estimate  of how much a bond  fund's  share  price  will
fluctuate in response to a change in interest  rates. To see how the price could
shift,  multiply the fund's  duration by the change in rates.  If interest rates
rise by one percentage point, the share price of a fund with an average duration
of five years  would  decline  by about 5%. If rates  decrease  by a  percentage
point, the fund's share price would rise by 5%.

AVERAGE  MATURITY.  The average  length of time until bonds held by a fund reach
maturity  (or are  called) and are  repaid.  In general,  the longer the average
maturity, the more a fund's share price will fluctuate in response to changes in
market interest rates.

AVERAGE QUALITY.  An indicator of credit risk, this figure is the average of the
ratings assigned to a fund's securities holdings by credit-rating  agencies. The
agencies make their  judgment after  appraising an issuer's  ability to meet its
obligations.  Quality is graded on a scale,  with Aaa or AAA indicating the most
creditworthy  bond  issuers and A-1 or MIG-1  indicating  the most  creditworthy
issuers of money market securities.  U.S. Treasury  securities are considered to
have the highest credit quality.

BETA. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation  to the ups and downs of the  overall  market  (or  appropriate  market
index).  The market (or index) is assigned a beta of 1.00, so a fund with a beta
of 1.20  would have seen its share  price  rise or fall by 12% when the  overall
market rose or fell by 10%.

CASH  INVESTMENTS.  The  percentage  of a fund's  net assets  invested  in "cash
equivalents"--highly  liquid,  short-term,  interest-bearing  instruments.  This
figure does not include cash invested in futures  contracts to simulate stock or
bond investment.

DISTRIBUTION BY CREDIT QUALITY.  This breakdown of a fund's securities by credit
rating can help in gauging the risk that  returns  could be affected by defaults
or other credit problems.

DISTRIBUTION  BY ISSUER.  A breakdown of a fund's  holdings by type of issuer or
type of instrument.


DIVIDEND  YIELD.  The current,  annualized  rate of dividends paid on a share of
stock,  divided by its current  share price.  For a fund,  the weighted  average
yield for stocks it holds.

EARNINGS  GROWTH RATE.  The average  annual rate of growth in earnings  over the
past five years for the stocks now in a fund.

EQUITY  INVESTMENT  FOCUS.  This grid  indicates  the  focus of a fund's  equity
holdings in terms of two attributes:  market capitalization  (large,  medium, or
small) and relative valuation (growth, value, or a blend).

EXPENSE  RATIO.  The  percentage of a fund's  average net assets used to pay its
annual  administrative  and advisory  expenses.  These expenses  directly reduce
returns to investors.

FIXED INCOME  INVESTMENT  FOCUS. This grid indicates the focus of a fund's fixed
income holdings in terms of two attributes:  average maturity (short, medium, or
long) and average credit quality (Treasury/agency,  investment-grade  corporate,
or below investment-grade).

FOREIGN HOLDINGS. The percentage of a fund's equity assets represented by stocks
or American Depositary Receipts of companies based outside the United States.

FUND ASSET  ALLOCATION.  This chart shows the  proportions of a fund's  holdings
allocated to different types of assets.

                                       10
<PAGE>

MEDIAN  MARKET  CAP.  An  indicator  of the  size of  companies  in which a fund
invests;  the  midpoint  of  market   capitalization   (market  price  x  shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested  in each  stock.  Stocks  representing  half of the fund's  assets have
market capitalizations above the median, and the rest are below it.

NUMBER OF BONDS.  An indicator of  diversification.  The more separate  issues a
fund holds,  the less  susceptible  it is to a price  decline  stemming from the
problems of a particular bond issuer.

NUMBER OF STOCKS. An indicator of diversification. The more stocks a fund holds,
the more  diversified  it is and the more  likely  to  perform  in line with the
overall stock market.

PRICE/BOOK  RATIO.  The share price of a stock divided by its net worth, or book
value,  per share.  For a fund,  the weighted  average  price/book  ratio of the
stocks it holds.

PRICE/EARNINGS  RATIO.  The ratio of a stock's  current  price to its  per-share
earnings over the past year. For a fund, the weighted  average P/E of the stocks
it holds. P/E is an indicator of market expectations about corporate  prospects;
the higher the P/E, the greater the expectations for a company's future growth.

R-SQUARED.  A measure of how much of a fund's past  returns can be  explained by
the returns from the overall market (or its benchmark  index). If a fund's total
return  were  precisely  synchronized  with the  overall  market's  return,  its
R-squared  would  be 1.00.  If a  fund's  returns  bore no  relationship  to the
market's returns, its R-squared would be 0.

RETURN ON  EQUITY.  The annual  average  rate of return  generated  by a company
during the past five years for each dollar of  shareholder's  equity (net income
divided by  shareholder's  equity).  For a fund, the weighted  average return on
equity for the companies whose stocks it holds.

SECTOR DIVERSIFICATION. The percentages of a fund's common stocks that come from
each of the major industry groups that compose the stock market.

TEN LARGEST STOCKS.  The percentage of equity assets that a fund has invested in
its ten largest stocks. As this percentage rises, a fund's returns are likely to
be more  volatile  because  they are more  dependent  on the  fortunes  of a few
companies.

TURNOVER RATE. An indication of trading  activity during the period.  Funds with
high  turnover  rates  incur  higher  transaction  costs and are more  likely to
distribute capital gains (which aretaxable to investors).

YIELD.  A snapshot of a fund's  income from interest and  dividends.  The yield,
expressed  as a  percentage  of the fund's net asset  value,  is based on income
earned over the past 30 days and is  annualized,  or  projected  forward for the
coming  year.  The  index  yield  is  based on the  current  annualized  rate of
dividends paid on stocks in the index.

YIELD  TO  MATURITY.  The  rate of  return  an  investor  would  receive  if the
securities held by a fund were held to their maturity dates.

                                       11
<PAGE>

PERFORMANCE SUMMARY
WELLESLEY INCOME FUND

All of the data on this page represent past performance, which cannot be used to
predict  future returns that may be achieved by the fund.  Note,  too, that both
share  price and  return  can  fluctuate  widely.  An  investor's  shares,  when
redeemed, could be worth more or less than their original cost.

TOTAL INVESTMENT RETURNS: DECEMBER 31, 1979-JUNE 30, 2000
--------------------------------------------------------------------------------
                        WELLESLEY INCOME FUND                        COMPOSITE*
FISCAL          CAPITAL      INCOME        TOTAL                       TOTAL
YEAR            RETURN       RETURN       RETURN                       RETURN
--------------------------------------------------------------------------------
1980              0.9%        11.0%        11.9%                         9.4%
1981             -3.1         11.8          8.7                          -1.7
1982             10.1         13.2         23.3                          36.3
1983              7.1         11.5         18.6                          13.2
1984              4.9         11.7         16.6                          13.8
1985             16.0         11.4         27.4                          29.4
1986              9.2          9.1         18.3                          19.9
1987             -8.1          6.2         -1.9                           2.5
1988              4.7          8.9         13.6                          13.7
1989             11.8          9.1         20.9                          21.0
1990             -4.3          8.1          3.8                           2.5
1991             12.9%         8.7%        21.6%                        20.5%
1992              1.6          7.1          8.7                           9.2
1993              8.2          6.4         14.6                          14.6
1994            -10.2          5.8         -4.4                          -4.6
1995             21.6          7.3         28.9                          30.7
1996              3.3          6.1          9.4                           6.8
1997             13.8          6.4         20.2                          19.4
1998              6.4          5.4         11.8                          13.9
1999             -9.2          5.1         -4.1                          -1.4
2000**           -0.6          2.8          2.2                           1.7
--------------------------------------------------------------------------------
*Bond component is 65% Lehman  Long-Term  Credit Bond Index through December 31,
1985;  65% Lehman Long Credit AA or Better Index  through  March 31,  2000;  65%
Lehman Credit A or Better Index thereafter. Stock component is 35% S&P 500 Index
through  December 31, 1985; 26% S&P 500/BARRA Value Index,  and 9% S&P Utilities
Index through June 30, 1996, when the S&P Utilities component was separated into
the S&P Utilities Index and the S&P Telephone Index.
**Six months ended June 30, 2000.
See  Financial  Highlights  table  on page 20 for  dividend  and  capital  gains
information for the past five years.


AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
                                                                10 YEARS
                       INCEPTION                       -------------------------
                         DATE      1 YEAR    5 YEARS    CAPITAL   INCOME   TOTAL
--------------------------------------------------------------------------------
Wellesley Income Fund  7/1/1970    -1.79%     9.82%      4.18%    6.55%   10.73%
--------------------------------------------------------------------------------

                                       12
<PAGE>

FINANCIAL STATEMENTS
JUNE 30, 2000 (UNAUDITED)


STATEMENT OF NET ASSETS
This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped  and  subtotaled  by asset  type  (common  stocks,  bonds,  etc.) and by
industry sector. Other assets are added to, and liabilities are subtracted from,
the value of Total Investments to calculate the fund's Net Assets.  Finally, Net
Assets are divided by the outstanding  shares of the fund to arrive at its share
price, or Net Asset Value (NAV) Per Share.
     At the end of the Statement of Net Assets, you will find a table displaying
the  composition of the fund's net assets on both a dollar and per-share  basis.
Because all income and any realized gains must be  distributed  to  shareholders
each year, the bulk of net assets consists of Paid in Capital (money invested by
shareholders).  The amounts shown for  Undistributed  Net Investment  Income and
Accumulated  Net  Realized  Gains  usually  approximate  the  sums  the fund had
available to distribute to shareholders as income  dividends or capital gains as
of  the  statement  date,  but  may  differ  because   certain   investments  or
transactions  may  be  treated  differently  for  financial  statement  and  tax
purposes.  Any Accumulated  Net Realized  Losses,  and any cumulative  excess of
distributions  over net income or net  realized  gains,  will appear as negative
balances.  Unrealized Appreciation  (Depreciation) is the difference between the
market value of the fund's  investments  and their cost,  and reflects the gains
(losses) that would be realized if the fund were to sell all of its  investments
at their statement-date values.

--------------------------------------------------------------------------------
                                                  FACE                 MARKET
                                                AMOUNT                 VALUE*
WELLESLEY INCOME FUND                            (000)                  (000)
--------------------------------------------------------------------------------
CORPORATE BONDS (39.2%)
--------------------------------------------------------------------------------
FINANCE (13.6%)
Allstate Corp.
  7.50%, 6/15/2013                           $  20,000              $  18,869
American Re Corp.
  7.45%, 12/15/2026                             23,645                 21,886
Associates Corp. of North America
  6.25%, 11/1/2008                              25,000                 22,408
Banc One Corp.
  7.75%, 7/15/2025                              25,000                 23,389
Bank of America Corp.
  7.875%, 5/16/2005                             25,000                 25,275
BankBoston Corp.
  6.875%, 7/15/2003                             10,000                  9,813
  6.625%, 12/1/2005                             15,000                 14,231
Boatmen's Bancshares Inc.
  7.625%, 10/1/2004                             10,000                 10,025
Cincinnati Financial Corp.
  6.90%, 5/15/2028                              21,750                 18,178
Citicorp
  6.65%, 12/15/2010                             25,000                 23,109
  7.125%, 9/1/2005                              15,000                 14,796
CoreStates Capital Corp.
  6.625%, 3/15/2005                             20,000                 18,969
Farmers Exchange Capital
  7.05%, 7/15/2028                              16,750                 13,260
Fifth Third Bancorp
  6.75%, 7/15/2005                              25,000                 24,188
First Bank N.A.
  7.55%, 6/15/2004                               8,000                  7,976
First Bank System
  6.625%, 5/15/2003                             10,000                  9,749
  7.625%, 5/1/2005                               7,500                  7,456
First Chicago Corp.
  7.625%, 1/15/2003                             15,000                 14,944
First Union Corp.
  6.00%, 10/30/2008                             15,000                 13,055
Fleet Financial Group, Inc.
  6.875%, 3/1/2003                              30,000                 29,467
Ford Motor Credit Co.
  7.25%, 1/15/2003                              15,000                 14,875
General Electric Capital Corp.
  7.25%, 2/1/2005                               50,000                 50,133
  7.375%, 1/19/2010                             10,000                 10,080
  8.125%, 5/15/2012                             10,000                 10,624
General Motors Acceptance Corp.
  7.00%, 9/15/2002                              30,000                 29,762
  7.75%, 1/19/2010                              15,000                 14,893
Liberty Mutual Insurance Co.
  8.50%, 5/15/2025                              25,000                 21,865
Lumbermens Mutual Casualty Co.
  9.15%, 7/1/2026                               20,000                 17,328
MBIA Inc.
  7.00%, 12/15/2025                             19,500                 16,706
Metropolitan Life Insurance Co.
  7.80%, 11/1/2025                              25,000                 23,411
J.P. Morgan & Co., Inc.
  5.75%, 10/15/2008                             20,000                 17,369
  6.25%, 1/15/2009                              20,000                 17,926
NBD Bank N.A.
  6.25%, 8/15/2003                              20,000                 19,275

                                       13
<PAGE>
--------------------------------------------------------------------------------
                                                  FACE                 MARKET
                                                AMOUNT                 VALUE*
WELLESLEY INCOME FUND                            (000)                  (000)
--------------------------------------------------------------------------------
National City Bank Cleveland
  6.50%, 5/1/2003                            $  10,000               $  9,733
National City Bank Pennsylvania
  7.25%, 10/21/2011                             22,000                 20,588
National City Corp.
  7.20%, 5/15/2005                              20,000                 19,584
NationsBank Corp.
  7.75%, 8/15/2004                              20,000                 20,137
Republic New York Corp.
  5.875%, 10/15/2008                            15,000                 12,959
SunTrust Banks, Inc.
  6.00%, 2/15/2026                              10,000                  9,210
  6.125%, 2/15/2004                             20,000                 19,028
Transamerica Financial Corp.
  6.125%, 11/1/2001                             25,000                 24,534
UNUM Corp.
  6.75%, 12/15/2028                             25,000                 18,095
Wachovia Corp.
  6.375%, 4/15/2003                             20,000                 19,457
  6.605%, 10/1/2025                             15,000                 14,360
Wells Fargo & Co.
  6.625%, 7/15/2004                             25,000                 24,362
                                                                      -------
                                                                      817,337
                                                                      -------
INDUSTRIAL (18.9%)
AirTouch Communications, Inc.
  6.35%, 6/1/2005                               25,000                 23,740
Baxter International, Inc.
  7.65%, 2/1/2027                               25,000                 23,523
Bestfoods
  6.625%, 4/15/2028                             25,000                 21,810
Burlington Northern Santa Fe Corp.
  6.375%, 12/15/2005                            12,500                 11,825
CPC International, Inc.
  6.15%, 1/15/2006                               3,085                  2,919
Coca Cola Enterprises
  5.75%, 11/1/2008                              25,000                 22,145
Comcast Cable Communications
  6.20%, 11/15/2008                             25,000                 22,521
Cox Communications, Inc.
  7.75%, 8/15/2006                              25,000                 24,924
DaimlerChrysler North America
  Holding Corp. Global Notes
  7.40%, 1/20/2005                              25,000                 24,877
The Walt Disney Co.
  6.75%, 3/30/2006                              15,000                 14,654
E.I. du Pont de Nemours & Co.
  6.75%, 10/15/2004                             25,000                 24,623
  6.75%, 9/1/2007                               25,000                 24,272
Eaton Corp.
  6.50%, 6/1/2025                               10,000                  9,553
Ferro Corp.
  7.125%, 4/1/2028                              10,000                  8,450
Ford Motor Co.
  8.90%, 1/15/2032                              20,000                 21,719
General Motors Corp.
  9.40%, 7/15/2021                              20,000                 22,763
Georgia-Pacific Group
  7.25%, 6/1/2028                               25,000                 21,427
Gillette Co.
  5.75%, 10/15/2005                             35,000                 32,794
  6.25%, 8/15/2003                              10,000                  9,780
Hershey Foods Corp.
  6.95%, 3/1/2007                               13,000                 12,704
Hewlett-Packard Co.
  7.15%, 6/15/2005                              25,000                 25,060
Hubbell Inc.
  6.625%, 10/1/2005                             10,000                  9,779
Illinois Tool Works, Inc.
  5.75%, 3/1/2009                               25,000                 22,400
International Business
  Machines Corp.
  7.00%, 10/30/2025                             25,000                 23,565
International Paper Co.
  7.625%, 1/15/2007                             15,000                 14,713
Johnson & Johnson
  6.73%, 11/15/2023                             15,000                 14,081
Kimberly-Clark Corp.
  6.25%, 7/15/2018                              25,000                 22,008
Eli Lilly & Co.
  7.125%, 6/1/2025                              25,000                 24,363
Lockheed Corp.
  6.75%, 3/15/2003                               7,000                  6,812
Mead Corp.
  7.35%, 3/1/2017                               10,350                  9,558
Minnesota Mining &
  Manufacturing Corp.
  6.375%, 2/15/2028                             25,000                 22,031
Mobil Corp.
  8.625%, 8/15/2021                             20,000                 22,275
New York Times Co.
  8.25%, 3/15/2025                              26,000                 25,254
News America Holdings
  8.50%, 2/15/2005                              10,000                 10,235
  8.625%, 2/1/2003                              20,000                 20,312
Norfolk Southern Corp.
  6.20%, 4/15/2009                              25,000                 22,231
PPG Industries, Inc.
  6.875%, 2/15/2012                             10,200                  9,600
  9.00%, 5/1/2021                               15,000                 16,606
Phelps Dodge Corp.
  7.125%, 11/1/2027                             12,500                 10,446
Praxair, Inc.
  6.75%, 3/1/2003                               25,000                 24,478
Procter & Gamble Co.
  5.25%, 9/15/2003                              15,000                 14,207
  6.45%, 1/15/2026                              25,000                 22,037
Procter & Gamble Co. ESOP
  9.36%, 1/1/2021                               25,000                 28,680
Raytheon Co.
  7.90%, 3/1/2003                               25,000                 25,068
Rohm & Haas Co.
  6.95%, 7/15/2004                              25,000                 24,629
E.W. Scripps Co.
  6.625%, 10/15/2007                            20,000                 18,915
J Seagram & Sons
  7.00%, 4/15/2008                              20,000                 19,159
Tenneco Packaging
  8.125%, 6/15/2017                             20,000                 17,040
  8.375%, 4/15/2027                             20,000                 17,067
Texaco Capital
  8.625%, 4/1/2032                              25,000                 27,730
Time Warner Inc.
  7.48%, 1/15/2008                              20,000                 19,632

                                       14
<PAGE>
--------------------------------------------------------------------------------
                                                  FACE                 MARKET
                                                AMOUNT                 VALUE*
                                                 (000)                  (000)
--------------------------------------------------------------------------------
Tribune Co.
  6.875%, 11/1/2006                             20,000                 19,181
USX Corp.
  6.85%, 3/1/2008                               25,000                 23,514
USA Waste Services Inc.
  7.00%, 7/15/2028                              25,000                 19,545
Ultramar Diamond Shamrock

  7.20%, 10/15/2017                             25,000                 22,541
Vulcan Materials Co.
  6.00%, 4/1/2009                               25,000                 22,320
Washington Post Co.
  5.50%, 2/15/2009                              50,000                 43,948
Weyerhaeuser Co.
  8.50%, 1/15/2025                              10,000                 10,209
Whirlpool Corp.
  9.00%, 3/1/2003                               10,000                 10,262
                                                                    ---------
                                                                    1,142,514
                                                                    ---------
UTILITIES (6.7%)
AT&T Corp.
  6.50%, 3/15/2029                              25,000                 20,927
Alabama Power Co.
  5.49%, 11/1/2005                               8,250                  7,514
Arizona Public Service Co.
  6.625%, 3/1/2004                              10,000                  9,696
Baltimore Gas & Electric Co.
  7.25%, 7/1/2002                               15,000                 14,963
BellSouth Telecommunications
  6.25%, 5/15/2003                              12,000                 11,675
Chesapeake & Potomac Telephone
  Co. (VA)
  7.875%, 1/15/2022                             16,000                 15,798
Consolidated Edison Co. of
  New York, Inc.
  6.375%, 4/1/2003                              20,000                 19,560
Enron Corp.
  6.875%, 10/15/2007                            20,000                 19,115
GTE California Inc.
  6.70%, 9/1/2009                               25,000                 23,103
GTE Southwest, Inc.
  6.00%, 1/15/2006                              10,000                  9,258
Illinois Power Co.
  6.50%, 8/1/2003                               10,000                  9,668
Kentucky Utilities Co.
  7.92%, 5/15/2007                               5,000                  5,108
MCI Communications Corp.
  7.50%, 8/20/2004                              15,000                 14,941
Michigan Bell Telephone Co.
  7.85%, 1/15/2022                              25,000                 24,747
New Jersey Bell Telephone Co.
  8.00%, 6/1/2022                               14,585                 14,661
New York Telephone Co.
  6.50%, 3/1/2005                               30,000                 28,690
Northern States Power Co.
  6.375%, 4/1/2003                               8,000                  7,767
Ohio Bell Telephone Co.
  6.125%, 5/15/2003                             15,000                 14,565
Oklahoma Gas & Electric Co.
  6.50%, 4/15/2028                              10,000                  8,463
PacifiCorp
  6.625%, 6/1/2007                              10,000                  9,418
Pennsylvania Power & Light Co.
  6.50%, 4/1/2005                               15,000                 14,165
PECO Energy
  6.50%, 5/1/2003                               30,000                 29,126
Southwestern Public Service Co.
  7.25%, 7/15/2004                              10,000                  9,762
Sprint Capital Corp.
  6.875%, 11/15/2028                            20,000                 17,373
Texas Utilities Electric Co.
  6.75%, 7/1/2005                               10,000                  9,511
Union Electric Co.
  6.875%, 8/1/2004                              10,000                  9,732
Wisconsin Electric Power Co.
  6.50%, 6/1/2028                               16,715                 14,177
Wisconsin Power & Light
  5.70%, 10/15/2008                             12,650                 10,928
                                                                      -------
                                                                      404,411
                                                                      -------

--------------------------------------------------------------------------------
TOTAL CORPORATE BONDS
  (Cost $2,492,358)                                                 2,364,262
--------------------------------------------------------------------------------
FOREIGN BONDS (U.S. Dollar-Denominated)(0.5%)
--------------------------------------------------------------------------------
Province of Manitoba
  6.125%, 1/19/2004                              7,000                  6,766
Province of Ontario
  6.00%, 2/21/2006                              25,000                 23,580
--------------------------------------------------------------------------------
TOTAL FOREIGN BONDS
  (Cost $31,830)                                                       30,346
--------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY OBLIGATIONS (20.9%)
--------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES (4.9%)
U.S. Treasury Bond
  5.50%, 8/15/2028                              50,000                 45,842
U.S. Treasury Notes

  6.25%, 8/31/2002                             125,000                124,618
  6.875%, 5/15/2006                            125,000                128,680
                                                                      -------
                                                                      299,140
                                                                      -------
AGENCY BONDS & NOTES (4.8%)
Federal Home Loan Bank
  5.125%, 9/15/2003                             75,000                 71,322
Federal Home Loan Mortgage Corp.
  5.75%, 7/15/2003                              75,000                 72,397
Federal National Mortgage Assn.
  5.75%, 6/15/2005                              75,000                 71,046
  6.50%, 8/15/2004                              75,000                 73,558
                                                                      -------
                                                                      288,323
                                                                      -------
MORTGAGE OBLIGATIONS (11.2%)
Federal National Mortgage Assn.
(1)5.735%, 1/1/2009                             14,754                 13,343
(1)6.50%, 7/1/2014-11/1/2019                    47,219                 45,315
Government National Mortgage Assn.
(1)6.00%, 6/15/2028-3/15/2029                  426,312                392,810
(1)6.50%, 10/15/2008-8/15/2029                 236,005                224,681
                                                                      -------
                                                                      676,149
                                                                      -------
--------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS
  (Cost $1,317,908)                                                 1,263,612
--------------------------------------------------------------------------------

                                       15
<PAGE>
--------------------------------------------------------------------------------
                                                  FACE                 MARKET
                                                AMOUNT                 VALUE*
WELLESLEY INCOME FUND                            (000)                  (000)
--------------------------------------------------------------------------------
COMMON STOCKS (36.4%)
--------------------------------------------------------------------------------
AUTO & TRANSPORTATION (1.3%)
  Ford Motor Co.                             1,500,500               $ 64,521
  Norfolk Southern Corp.                       964,600                 14,348
  Visteon Corp.                                196,465                  2,382
                                                                      -------
                                                                       81,251
                                                                      -------
CONSUMER DISCRETIONARY (1.9%)
  Eastman Kodak Co.                            916,000                 54,502
  May Department Stores Co.                  1,960,000                 47,040
  The Stanley Works                            600,000                 14,250
  Kimberly-Clark Corp.                          10,000                    574
                                                                      -------
                                                                      116,366
                                                                      -------
CONSUMER STAPLES(1.8%)
  H.J. Heinz Co.                             1,000,800                 43,785
  Philip Morris Cos., Inc.                   1,645,000                 43,695
  Flowers Industries, Inc.                     510,400                 10,176
  Universal Corp.                              400,000                  8,450
                                                                      -------
                                                                      106,106
                                                                      -------
FINANCIAL SERVICES (6.3%)
   Marsh & McLennan Cos., Inc.                 638,000                 66,631
   Wachovia Corp.                            1,123,900                 60,972
   National City Corp.                       2,828,800                 48,266
   American General Corp.                      500,000                 30,500
   General Growth Properties
   Inc. REIT                                   837,400                 26,587
   Washington Mutual, Inc.                     880,200                25,416
   Urban Shopping Centers,
   Inc. REIT                                   682,000                 22,975
   Sun Communities, Inc. REIT                  685,600                 22,925
   FelCor Lodging Trust, Inc. REIT             630,000                 11,655
   St. Paul Cos., Inc.                         340,000                 11,602
   The Macerich Co. REIT                       519,100                 11,453
   First Union Corp.                           400,000                  9,925
   Brandywine Realty Trust REIT                484,500                  9,266
   CBL & Associates Properties,
   Inc. REIT                                   249,100                  6,212
   HSB Group Inc.                              190,700                  5,936
   Colonial Properties Trust REIT              204,900                  5,609
   Nationwide Health Properties,
   Inc. REIT                                   371,600                  5,179
                                                                      -------
                                                                      381,109
                                                                      -------
HEALTH CARE (2.0%)
  Baxter International, Inc.                 1,097,700                 77,182
  Pharmacia Corp.                              852,115                 44,044
                                                                      -------
                                                                      121,226
                                                                      -------
INTEGRATED OILS (6.2%)
  Exxon Mobil Corp.                          1,779,463                139,688
  BP Amoco PLC ADR                           1,338,708                 75,721
  USX-Marathon Group                         2,766,100                 69,325
  Texaco Inc.                                1,070,000                 56,978
  Royal Dutch Petroleum Co. ADR                523,000                 32,197
                                                                      -------
                                                                      373,909
                                                                      -------
OTHER ENERGY (2.1%)
  Equitable Resources, Inc.                  1,491,100                 71,946
  Ashland, Inc.                              1,030,000                 36,114
  Ultramar Diamond Shamrock
   Corp.                                       501,100                 12,434
  Sunoco, Inc.                                 150,000                  4,416
                                                                      -------
                                                                      124,910
                                                                      -------
MATERIALS & PROCESSING (3.2%)
  The Timber Co.                             2,277,000              $  49,240
  Weyerhaeuser Co.                           1,144,000                 49,192
  Eastman Chemical Co.                       1,023,400                 48,867
  Air Products & Chemicals, Inc.               800,000                 24,650
  Westvaco Corp.                               700,700                 17,386
  Temple-Inland Inc.                           149,100                  6,262
                                                                      -------
                                                                      195,597
                                                                      -------
PRODUCER DURABLES (1.4%)
  Emerson Electric Co.                         829,000                 50,051
  Cooper Industries, Inc.                      995,900                 32,429
                                                                      -------
                                                                       82,480
                                                                      -------

UTILITIES (8.2%)
  Bell Atlantic Corp.                        1,320,000                 67,073
  DTE Energy Co.                             1,388,200                 42,427
  Questar Corp.                              2,000,000                 38,750
  PECO Energy Corp.                            910,000                 36,684
  AT&T Corp.                                 1,120,500                 35,436
  Southern Co.                               1,340,000                 31,239
  Constellation Energy Group                   850,000                 27,678
  GPU, Inc.                                  1,008,600                 27,295
  Pinnacle West Capital Corp.                  760,000                 25,745
  SCANA Corp.                                1,021,600                 24,646
  American Electric Power
  Co., Inc.                                    799,380                 23,682
  NICOR, Inc.                                  722,300                 23,565
  Consolidated Edison Inc.                     747,400                 22,142
  DQE Inc.                                     528,000                 20,889
  Duke Energy Corp.                            300,000                 16,912
  FPL Group, Inc.                              260,000                 12,870
  National Fuel Gas Co.                        182,100                  8,877
  MCN Energy Group Inc.                        351,100                  7,505
                                                                      -------
                                                                      493,415
                                                                      -------
OTHER (2.0%)
  Shell Transport & Trading Co.
   ADR                                       1,397,900                 69,808
  Minnesota Mining &
   Manufacturing Co.                           625,000                 51,562
                                                                      -------
                                                                      121,370
                                                                      -------
--------------------------------------------------------------------------------
  (Cost $1,944,978)                                                 2,197,739
--------------------------------------------------------------------------------

                                                  FACE
                                                AMOUNT
                                                 (000)
--------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTs (6.3%)
--------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account

   6.71%, 7/3/2000                            $182,126                182,126
   6.71%-6.73%, 7/3/2000--Note G               201,517                201,517
--------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (COST $383,643)                                                     383,643
--------------------------------------------------------------------------------
TOTAL INVESTMENTS (103.3%)
  (Cost $6,170,717)                                                 6,239,602
--------------------------------------------------------------------------------

                                       16
<PAGE>
--------------------------------------------------------------------------------
                                                                       MARKET
                                                                       VALUE*
                                                                        (000)
--------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-3.3%)
--------------------------------------------------------------------------------
Other Assets--Note C                                                   72,429
Liabilities--Note G                                                  (273,225)
                                                                      -------
                                                                     (200,796)
--------------------------------------------------------------------------------
NET ASSETS (100%)
--------------------------------------------------------------------------------
Applicable to 322,343,258 outstanding
  $.001 par value shares of beneficial interest
  (unlimited authorization)                                        $6,038,806
================================================================================

NET ASSET VALUE PER SHARE                                              $18.73
================================================================================
*See Note A in Notes to Financial Statements.
(1)The  average  maturity  is  shorter  than the  final  maturity  shown  due to
scheduled interim principal payments.
ADR--American Depositary Receipt.
REIT--Real Estate Investment Trust.

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

                                                Amount                    Per
                                                 (000)                  Share
--------------------------------------------------------------------------------
 AT JUNE 30, 2000, NET ASSETS CONSISTED OF:
--------------------------------------------------------------------------------
 Paid in Capital                            $5,940,210                 $18.43
 Overdistributed Net
  Investment Income                             (3,288)                  (.01)
 Accumulated Net Realized Gains                 32,999                    .10
 Unrealized Appreciation--Note F                68,885                    .21
--------------------------------------------------------------------------------
 NET ASSETS                                 $6,038,806                 $18.73
================================================================================

                                       17
<PAGE>

STATEMENT OF OPERATIONS
This Statement  shows dividend and interest income earned by the fund during the
reporting period,  and details the operating expenses charged to the fund. These
expenses  directly  reduce the amount of investment  income  available to pay to
shareholders  as  dividends.  This  Statement  also  shows  any Net Gain  (Loss)
realized  on the  sale of  investments,  and the  increase  or  decrease  in the
Unrealized Appreciation (Depreciation) on investments during the period.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                                                   WELLESLEY INCOME FUND
                                                          SIX MONTHS ENDED JUNE 30, 2000
                                                                                   (000)
-----------------------------------------------------------------------------------------
<S>                                                                                 <C>
INVESTMENT INCOME
Income
   Dividends*                                                                   $ 47,066
   Interest                                                                      135,772
   Security Lending                                                                  157
                                                                                 -------
      Total Income                                                               182,995
                                                                                 -------
Expenses
   Investment Advisory Fees--Note B
      Basic Fee                                                                    1,635
      Performance Adjustment                                                        (384)
   The Vanguard Group--Note C

      Management and Administrative                                                8,183
      Marketing and Distribution                                                     413
   Custodian Fees                                                                     48
   Auditing Fees                                                                       6
   Shareholders' Reports                                                             116
   Trustees' Fees and Expenses                                                         4
                                                                                 -------
      Total Expenses                                                              10,021
      Expenses Paid Indirectly--Note D                                              (125)
                                                                                 -------
      Net Expenses                                                                 9,896
-----------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                            173,099
-----------------------------------------------------------------------------------------
REALIZED NET GAIN ON INVESTMENT SECURITIES SOLD*                                  40,261
-----------------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES        (89,898)
-----------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                            $123,462
=========================================================================================
</TABLE>
*Dividend  income  and  realized  net  gain  from  affiliated  companies  were $
1,247,000 and $14,934,000, respectively.

                                       18
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
     This Statement shows how the fund's total net assets changed during the two
     most  recent  reporting   periods.   The  Operations   section   summarizes
     information  detailed in the Statement of Operations.  The amounts shown as
     Distributions to shareholders  from the fund's net income and capital gains
     may  not  match  the  amounts  shown  in the  Operations  section,  because
     distributions  are  determined  on a tax  basis and may be made in a period
     different  from the one in which the  income  was  earned or the gains were
     realized  on the  financial  statements.  The  Capital  Share  Transactions
     section  shows the  amount  shareholders  invested  in the fund,  either by
     purchasing shares or by reinvesting  distributions,  as well as the amounts
     redeemed. The corresponding numbers of Shares Issued and Redeemed are shown
     at the end of the Statement.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                                WELLESLEY INCOME FUND
                                                                       ---------------------------------
                                                                             SIX MONTHS             YEAR
                                                                                  ENDED            ENDED
                                                                          JUN. 30, 2000    DEC. 31, 1999
                                                                                  (000)            (000)
--------------------------------------------------------------------------------------------------------
<S>                                                                                <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                                     $  173,099       $  413,224
   Realized Net Gain                                                             40,261          370,860
   Change in Unrealized Appreciation (Depreciation)                             (89,898)      (1,110,605)
                                                                       ---------------------------------
      Net Increase (Decrease) in Net Assets Resulting from Operations           123,462         (326,521)
                                                                       ---------------------------------
DISTRIBUTIONS
   Net Investment Income                                                       (172,398)        (414,744)
   Realized Capital Gain                                                             --         (444,853)
                                                                       ---------------------------------
      Total Distributions                                                      (172,398)        (859,597)
                                                                       ---------------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                                                       158,953          778,086
   Issued in Lieu of Cash Distributions                                         139,733          739,241
   Redeemed                                                                  (1,187,329)      (1,852,604)
                                                                       ---------------------------------
      Net Increase (Decrease) from Capital Share Transactions                  (888,643)        (335,277)
--------------------------------------------------------------------------------------------------------
   Total Decrease                                                              (937,579)      (1,521,395)
--------------------------------------------------------------------------------------------------------
NET ASSETS
   Beginning of Period                                                        6,976,385        8,497,780
                                                                       ---------------------------------
   End of Period                                                             $6,038,806       $6,976,385
========================================================================================================

1Shares Issued (Redeemed)
   Issued                                                                         8,479           36,384
   Issued in Lieu of Cash Distributions                                           7,493           37,674
   Redeemed                                                                     (63,644)         (88,183)
                                                                       ---------------------------------
      Net Increase (Decrease) in Shares Outstanding                             (47,672)         (14,125)
========================================================================================================
</TABLE>

                                       19

<PAGE>


     FINANCIAL HIGHLIGHTS
     This table summarizes the fund's  investment  results and  distributions to
     shareholders on a per-share basis. It also presents the fund's Total Return
     and shows net investment  income and expenses as percentages of average net
     assets.  These data will help you assess: the variability of the fund's net
     income and total returns from year to year; the relative  contributions  of
     net income and capital gains to the fund's total return;  how much it costs
     to operate the fund;  and the extent to which the fund tends to  distribute
     capital gains. The table also shows the Portfolio  Turnover Rate, a measure
     of trading activity. A turnover rate of 100% means that the average
     security is held in the fund for one year.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                                         WELLESLEY INCOME FUND
                                                                                ----------------------------------------
FOR A SHARE OUTSTANDING                                 SIX MONTHS ENDED                     YEAR ENDED DECEMBER 31,
THROUGHOUT EACH PERIOD                                     JUNE 30, 2000          1999    1998     1997    1996     1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>     <C>      <C>     <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                              $18.85        $22.12  $21.86   $20.51  $20.44   $17.05
INVESTMENT OPERATIONS
         Net Investment Income                                       .53         1.120    1.13    1.190    1.17     1.13
         Net Realized and Unrealized Gain (Loss)
               on Investments                                       (.12)       (2.025)   1.40    2.805     .66     3.68
                                                                --------------------------------------------------------
Total from Investment Operations                                     .41         (.905)   2.53    3.995    1.83     4.81
                                                                --------------------------------------------------------
DISTRIBUTIONS
         Dividends from Net Investment Income                       (.53)       (1.120)  (1.13)  (1.200)  (1.16)   (1.14)
         Distributions from Realized Capital Gains                    --        (1.245)  (1.14)  (1.445)   (.60)    (.28
                                                                --------------------------------------------------------
         Total Distributions                                        (.53)       (2.365)  (2.27)  (2.645)  (1.76)   (1.42)
------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                    $18.73        $18.85  $22.12   $21.86  $20.51   $20.44
========================================================================================================================
Total Return                                                        2.21%        -4.14%  11.84%   20.19%   9.42%   28.91%
========================================================================================================================
Ratios/Supplemental Data
   Net Assets, End of Period (Millions)                           $6,039        $6,976  $8,498   $7,646  $7,013   $7,181
   Ratio of Total Expenses to
      Average Net Assets                                           0.31%*         0.30%   0.31%    0.31%   0.31%    0.35%
   Ratio of Net Investment Income to
      Average Net Assets                                           5.48%*         5.22%   5.05%    5.47%   5.74%    5.96%
   Portfolio Turnover Rate                                           28%*           20%     32%      36%     26%      32%
========================================================================================================================
</TABLE>
Annualized.

                                       20
<PAGE>

NOTES TO FINANCIAL STATEMENTS
Vanguard Wellesley Income Fund is registered under the Investment Company Act of
1940 as a diversified  open-end  investment  company, or mutual fund. Certain of
the fund's investments are in long-term corporate debt instruments; the issuers'
abilities to meet these obligations may be affected by economic  developments in
their respective industries.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles  for mutual  funds.  The fund  consistently  follows such
policies in preparing its financial statements.
     1. SECURITY  VALUATION:  Equity  securities are valued at the latest quoted
sales  prices  as of the  close  of  trading  on the  New  York  Stock  Exchange
(generally  4:00 p.m.  Eastern time) on the valuation  date; such securities not
traded on the valuation date are valued at the mean of the latest quoted bid and
asked  prices.  Prices are taken from the primary  market in which each security
trades.  Bonds are valued using the latest bid prices or using  valuations based
on a matrix system (which  considers  such factors as security  prices,  yields,
maturities,  and ratings),  both as furnished by independent  pricing  services.
Temporary cash investments are valued at cost, which approximates  market value.
Securities for which market  quotations are not readily  available are valued by
methods deemed by the board of trustees to represent fair value.
     2.  FEDERAL  INCOME  TAXES:  The fund  intends to  continue to qualify as a
regulated   investment  company  and  distribute  all  of  its  taxable  income.
Accordingly,  no provision for federal income taxes is required in the financial
statements.
     3.  REPURCHASE  AGREEMENTS:  The fund,  along  with  other  members  of The
Vanguard  Group,  transfers  uninvested  cash balances to a pooled cash account,
which  is  invested  in  repurchase   agreements  secured  by  U.S.   government
securities.  Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements  mature.  Each agreement  requires that
the market value of the  collateral be sufficient to cover  payments of interest
and principal; however, in the event of default or bankruptcy by the other party
to  the  agreement,  retention  of  the  collateral  may  be  subject  to  legal
proceedings.
     4.  DISTRIBUTIONS:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend  date.  Distributions  are  determined on a tax basis and may differ
from net investment  income and realized  capital gains for financial  reporting
purposes.
     5. OTHER:  Dividend  income is recorded on the ex-dividend  date.  Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the  specific  securities  sold.  Premiums  and  discounts  on debt
securities  purchased  are amortized  and  accreted,  respectively,  to interest
income over the lives of the respective securities.

B. Wellington  Management Company, LLP, provides investment advisory services to
the fund for a fee  calculated  at an  annual  percentage  rate of  average  net
assets.  The basic fee is subject to quarterly  adjustments based on performance
for the preceding three years relative to a combined index comprising the Lehman
Credit A or Better  Index,  the Lehman Long Credit AA or Better  Index  (through
March 31, 2000), the S&P 500/BARRA Value Index, the S&P Utilities Index, and the
S&P Telephone  Index.  For the six months ended June 30, 2000,  the advisory fee
represented  an effective  annual basic rate of 0.05% of the fund's  average net
assets before a decrease of $384,000 (0.01%) based on performance.

C. The Vanguard Group  furnishes at cost corporate  management,  administrative,
marketing,  and distribution  services. The costs of such services are allocated
to the fund  under  methods  approved  by the  board of  trustees.  The fund has
committed to provide up to 0.40% of its net assets in capital  contributions  to
Vanguard.  At June 30, 2000, the fund had  contributed  capital of $1,204,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 1.2% of Vanguard's capitalization. The fund's trustees and officers are also
directors and officers of Vanguard.

                                       21
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)

D. The fund has asked its investment  adviser to direct certain security trades,
subject to obtaining the best price and execution, to brokers who have agreed to
rebate to the fund part of the  commissions  generated.  Such  rebates  are used
solely to reduce the fund's management and administrative  expenses. For the six
months ended June 30, 2000, these arrangements reduced expenses by $125,000.

E. During the six months ended June 30, 2000, the fund purchased $577,952,000 of
investment  securities and sold $1,834,138,000 of investment  securities,  other
than U.S.  government  securities and temporary cash  investments.  Purchases of
U.S. government securities were $287,211,000.

F. At June 30, 2000, net unrealized  appreciation  of investment  securities for
financial reporting and federal income tax purposes was $68,885,000,  consisting
of unrealized  gains of $424,116,000 on securities that had risen in value since
their  purchase and  $355,231,000  in unrealized  losses on securities  that had
fallen in value since their purchase.

G. The market value of  securities on loan to  broker/dealers  at June 30, 2000,
was  $256,800,000,  for which the fund held cash collateral of $201,517,000  and
U.S.  Treasury  securities with a market value of  $63,475,000.  Cash collateral
received is invested in repurchase agreements. Security loans are required to be
secured  at all  times by  collateral  at least  equal  to the  market  value of
securities loaned;  however,  in the event of default or bankruptcy by the other
party to the  agreement,  retention  of the  collateral  may be subject to legal
proceedings.

                                       22
<PAGE>

THE VANGUARD(R)FAMILY OF FUNDS

STOCK FUNDS
---------------------------------------
500 Index Fund
Aggressive Growth Fund
Capital Opportunity Fund
Convertible Securities Fund
Emerging Markets Stock
  Index Fund
Energy Fund
Equity Income Fund
European Stock Index Fund
Explorer(TM) Fund
Extended Market Index Fund*
Global Equity Fund
Gold and Precious Metals Fund
Growth and Income Fund
Growth Index Fund*
Health Care Fund
Institutional Index Fund*
International Growth Fund
International  Value Fund
Mid-Cap Index Fund*
Morgan(TM) Growth Fund
Pacific  Stock  Index Fund
PRIMECAP Fund
REIT Index Fund
Selected Value Fund
Small-Cap Growth Index Fund*
Small-Cap Index Fund*
Small-Cap Value Index Fund*
Tax-Managed Capital Appreciation Fund*
Tax-Managed Growth and Income Fund*
Tax-Managed International Fund*
Tax-Managed Small-Cap Fund*
Total International Stock
  Index Fund
Total Stock Market Index Fund*
U.S. Growth Fund
Utilities Income Fund
Value Index Fund*
Windsor(TM) Fund
Windsor(TM) II Fund


BALANCED FUNDS
---------------------------------------
Asset Allocation Fund
Balanced Index Fund
Global Asset Allocation Fund
LifeStrategy(R) Conservative
  Growth Fund
LifeStrategy(R) Growth Fund
LifeStrategy(R) Income Fund
LifeStrategy(R) Moderate
  Growth Fund
STAR(TM) Fund
Tax-Managed Balanced Fund
Wellesley(R) Income Fund
Wellington(TM) Fund


BOND FUNDS
---------------------------------------
Admiral(TM) Intermediate-Term
  Treasury Fund
Admiral(TM)Long-Term Treasury Fund
Admiral(TM)Short-Term Treasury Fund
GNMA Fund
High-Yield Corporate Fund
High-Yield Tax-Exempt Fund
Insured Long-Term Tax-Exempt Fund
Intermediate-Term Bond Index Fund
Intermediate-Term Corporate Fund
Intermediate-Term Tax-Exempt Fund
Intermediate-Term Treasury Fund
Limited-Term Tax-Exempt Fund
Long-Term Bond Index Fund
Long-Term Corporate Fund
Long-Term Tax-Exempt Fund
Long-Term Treasury Fund
Preferred Stock Fund
Short-Term Bond Index Fund
Short-Term Corporate Fund*
Short-Term Federal Fund
Short-Term Tax-Exempt Fund
Short-Term Treasury Fund
State Tax-Exempt Bond Funds
  (California, Florida,
  Massachusetts, New Jersey,
  New York, Ohio, Pennsylvania)
Total Bond Market Index Fund*


MONEY MARKET FUNDS
---------------------------------------
Admiral(TM) Treasury Money
  Market Fund
Federal Money Market Fund
Prime Money Market Fund*
State Tax-Exempt Money Market Funds
  (California, New Jersey, New York
  Ohio, Pennsylvania)
Tax-Exempt Money Market Fund
Treasury Money Market Fund


VARIABLE  ANNUITY PLAN
---------------------------------------
Balanced  Portfolio
Diversified  Value Portfolio
Equity Income Portfolio
Equity  Index  Portfolio
 Growth  Portfolio
High-Grade Bond Portfolio
High Yield Bond Portfolio
International Portfolio
Mid-Cap Index Portfolio
Money Market Portfolio
REIT Index Portfolio
Short-Term Corporate Portfolio
Small Company Growth Portfolio

*Offers Institutional Shares.

For information  about Vanguard funds and our variable  annuity plan,  including
charges and  expenses,  obtain a prospectus  from The Vanguard  Group,  P.O. Box
2600,  Valley Forge, PA 19482-2600.
Read it carefully before you invest or send money.

                                       23
<PAGE>

--------------------------------------------------------------------------------
THE PEOPLE WHO GOVERN YOUR FUND

The  Trustees of your mutual fund are there to see that the fund is operated and
managed in your best interests  since,  as a shareholder,  you are part owner of
the fund.  Your  fund  Trustees  also  serve on the  Board of  Directors  of The
Vanguard  Group,  which is owned by the  funds  and  exists  solely  to  provide
services to them on an at-cost basis.

   Seven of Vanguard's  eight board members are  independent,  meaning that they
have no  affiliation  with  Vanguard or the funds they  oversee,  apart from the
sizable personal investments they have made as private  individuals.  They bring
distinguished  backgrounds  in business,  academia,  and public service to their
task of working with Vanguard officers to establish the policies and oversee the
activities of the funds.

   Among board members'  responsibilities  are selecting investment advisers for
the  funds;  monitoring  fund  operations,  performance,  and  costs;  reviewing
contracts;  nominating  and  selecting  new  Trustees/Directors;   and  electing
Vanguard officers.

         The  list  below  provides  a  brief   description  of  each  Trustee's
professional affiliations. Noted in parentheses is the year in which the Trustee
joined the Vanguard Board.


TRUSTEES

JOHN J. BRENNAN  (1987)  Chairman of the Board,  Chief  Executive  Officer,  and
Director/Trustee  of The  Vanguard  Group,  Inc.,  and  each  of the  investment
companies in The Vanguard Group.

JOANN HEFFERNAN HEISEN (1998) Vice President,  Chief Information  Officer, and a
member of the  Executive  Committee of Johnson & Johnson;  Director of Johnson &
JohnsonoMerck Consumer Pharmaceuticals Co., The Medical Center at Princeton, and
Women's Research and Education Institute.

BRUCE K.  MACLAURY  (1990)  President  Emeritus  of The  Brookings  Institution;
Director of  American  Express  Bank Ltd.,  The St. Paul  Companies,  Inc.,  and
National Steel Corp.

BURTON G. MALKIEL  (1977)  Chemical  Bank  Chairman's  Professor  of  Economics,
Princeton  University;  Director of Prudential  Insurance Co. of America,  Banco
Bilbao Gestinova,  Baker Fentress & Co., The Jeffrey Co., and Select Sector SPDR
Trust.

ALFRED M. RANKIN, JR. (1993) Chairman,  President,  Chief Executive Officer, and
Director of NACCO Industries, Inc.; Director of The BFGoodrich Co.

JAMES O. WELCH,  JR. (1971) Retired  Chairman of Nabisco Brands,  Inc.;  retired
Vice Chairman and Director of RJR Nabisco;  Director of TECO Energy,  Inc.,  and
Kmart Corp.

J.  LAWRENCE  WILSON  (1985)  Retired  Chairman of Rohm & Haas Co.;  Director of
AmeriSource Health Corporation,  Cummins Engine Co., and The Mead Corp.; Trustee
of Vanderbilt University.
--------------------------------------------------------------------------------


OTHER FUND OFFICERS

RAYMOND J.  KLAPINSKY    Secretary;   Managing  Director  and  Secretary  of The
Vanguard  Group,  Inc.;  Secretary  of each of the  investment  companies in The
Vanguard Group.

THOMAS J. HIGGINS Treasurer; Principal of The Vanguard Group, Inc.; Treasurer of
each of the investment companies in The Vanguard Group.


VANGUARD MANAGING DIRECTORS

R. GREGORY BARTON  Legal Department.
ROBERT A. DISTEFANO  Information Technology.
JAMES H. GATELY  Individual Investor Group.
KATHLEEN C. GUBANICH  Human Resources.
IAN A. MACKINNON  Fixed Income Group.
F. WILLIAM MCNABB, III  Institutional Investor Group.
MICHAEL S. MILLER  Planning and Development.
RALPH K. PACKARD  Chief Financial Officer.
GEORGE U. SAUTER  Quantitative Equity Group.
<PAGE>


[SHIP]
[THE VANGAURD GROUP LOGO]
Post Office Box 2600
Valley Forge, Pennsylvania 19482-2600

ABOUT OUR COVER
Our cover art,  depicting HMS Vanguard at sea, is a
reproduction  of Leading the Way, a 1984 work created
and  copyrighted by noted naval artist Tom Freeman,
of Forest Hill, Maryland.

WORLD WIDE WEB
www.vanguard.com

FUND INFORMATION
1-800-662-7447

INDIVIDUAL ACCOUNT SERVICES
1-800-662-2739

INSTITUTIONAL INVESTOR SERVICES
1-800-523-1036

This report is intended for the fund's
shareholders.  It may not be distributed
to  prospective  investors  unless it
is preceded or  accompanied by the
current fund prospectus.

Q272 082000

(C)2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.



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