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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and Address of Issuer:
c/o Vanguard Financial Center
P.O. Box 2600
Valley Forge, Pennsylvania 19482-2600
THE VANGUARD GROUP, INC.
2. Name of each series or class of funds for which this notice is filed:
Vanguard Municipal Bond Fund, Inc. High Yield Portfolio
Insured Long-Term Portfolio Limited Term Portfolio
Money Market Portfolio
Intermediate-Term Portfolio
Short-Term Portfolio
Long-Term Portfolio
3. Investment Company Act File Number: 811-2687
Securities Act File Number: 2-57689
4. Last day of fiscal year for which this notice is filed: Aug 31, 1996
5. Check box if this notice is being filed more than 180 days after the close of the issuer's fiscal
year for purposes of reporting securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
N/A / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if applicable (see Instruction
A.6):
N/A
7. Number and amount of securities of the same class of series which had been registered under
the Securities Act of 1933 other than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year.
NONE
8. Number and amount of securities registered during the fiscal year other than pursuant to rule
24f-2:
NONE
9. Number and aggregate sales price of securities sold during the fiscal year:
shares 5,495,433,965
aggregate sales price $9,338,856,056.
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10. Number and aggregate sales price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
shares 5,495,433,965
aggregate sales price $9,338,856,056.
11. Number and aggregate sale price of securities issued during the fiscal year in connection with
dividend reinvestment plans, if applicable (see instruction B.7):
N/A
12. Calculation of registration fee:
(i) Aggregate sales price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $9,338,856,056.
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): +N/A
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -$8,041,451,313.
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +N/A
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 (line (i), plus line
(ii), less line (iii), plus line (iv) (if applicable): $1,297,404,745.
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/33 of 1%
(vii) Fee due (line (i) or line (v) multiplied by line (vi): $393,152.95
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/ /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 10/29/96
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated:
By (Signature and Title)* /s/ Raymond J. Klapinsky, Secretary
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Raymond J. Klapinsky, Senior Vice
President and Secretary
Date: October 29, 1996
*Please print the name and title of the signing officer below the signature.
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"EXHIBIT B"
October 28, 1996
VANGUARD MUNICIPAL BOND FUND, INC.
1300 Morris Drive, P. O. Box 876
Valley Forge, PA 19482
Gentlemen:
Vanguard Municipal Bond Fund, Inc. (the "Fund") was originally organized as a
Maryland corporation on October 15, 1976. On January 3, 1984, the Fund was
reorganized into a Pennsylvania business trust. The Fund was reorganized again
into a Maryland corporation on December 31, 1988. I have acted as counsel to the
Fund since its initial registration as an open-end management investment company
under the Investment Company Act of 1940 ("1940 Act"), as amended. It is in my
capacity as counsel to the Fund that I am furnishing you this opinion.
I have examined the Fund's: (1) Articles of Incorporation, as amended and
restated, governing its present status as a Maryland corporation; (2)
Declaration of Trust dated July 20, 1983, and amendments thereto; which were in
effect during the time the Fund was organized as a Pennsylvania business trust;
(3) its by-laws currently in effect and its by-laws in effect while organized as
a business trust; (4) minutes of the meeting of shareholders and Directors
(Trustees); (5) Notification of Registration on Form N-8A under the 1940 Act;
(6) Registration on Form N-1A under the Securities Act of 1933 ("1933 Act") and
1940 Act and all amendments thereto; and (7) all other relevant documents and
records, as well as the procedures and requirements relative to the issuance and
sale of the Fund's shares.
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The Fund is authorized to issue 7,300,000,000 shares of its common stock with a
$.001 par value. The Board of Directors of the Fund has the power to designate
one or more classes ("Portfolio") of shares of common stock and to classify or
reclassify any unissued shares with respect to such Portfolios. On August 31,
1996 (the end of the Fund's fiscal year), the Fund had issued and outstanding a
combined total of approximately 5,793,380,571 shares of the Fund's Short Term
Portfolio, Intermediate-Term Portfolio, High Yield Portfolio, Insured Long-Term
Portfolio, Long-Term Portfolio, Money Market Portfolio, and Limited Term
Portfolio.
My examination also disclosed the following information:
1. On September 1, 1995, (the beginning of the Fund's fiscal year), the Fund did
not have any securities registered under the 1933 Act other than pursuant to
Rule 24f-2 of the 1940 Act.
2. During the fiscal year ended August 31, 1996, the Fund did not register any
securities under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended August 31, 1996, the Fund sold a combined total
of 5,495,433,965 shares of its seven Portfolios, having a total aggregate sales
price of $9,338,856,056. in reliance upon registration pursuant to Rule 24f-2 of
the 1940 Act.
4. During the fiscal year ended August 31, 1996, the Fund's Portfolios redeemed
a combined total of 4,968,578,037 shares, having a total aggregate redemption
price of $8,041,451,313.
You have instructed me to file, on behalf of the Fund, a Notice pursuant to Rule
24f-2 of the 1940 Act, for the purpose of registering, under the 1933 Act, the
shares set forth above which were sold by the Fund during the fiscal year.
Based upon the foregoing information and my examination, it is my opinion that:
1. The Fund is a valid and subsisting corporation of the State of Maryland,
authorized to issue 7,300,000,000 shares of its common stock, with a $1.00 par
value. The Board of Directors has the power to designate one or more classes
("Portfolio") of shares of common stock and to classify and reclassify any
unissued shares with respect to such Portfolios.
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2. The proposed registration of the combined total of 5,495,433,965 shares of
common stock sold by the Fund during the fiscal year ended August 31, 1996,
pursuant to Rule 24f-2 of the 1940 Act is proper, and that such shares, which
were issued for a consideration deemed by the Board of Directors to be
consistent with the Fund's Articles of Incorporation, were lawfully issued,
fully paid, and non-assessable; and
3. The holders of such shares have all the rights provided with respect to such
holdings by the Articles of Incorporation and the laws of the State of Maryland.
I hereby consent to the use of this opinion as an Exhibit to the Rule 24f-2
Notice filed on behalf of the Fund, covering the registration of such shares
under the 1933 Act, and to the applications and registration statements, and
amendments thereto, filed in accordance with the securities laws of the states
in which shares of the Fund are offered. I further consent to reference in the
Prospectus of the Fund to the fact that this opinion concerning the legality of
the issue has been rendered by me.
Very truly yours,
BY: Raymond J. Klapinsky
Counsel
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