VANGUARD INDEX TRUST
497, 2000-11-29
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<PAGE>


VANGUARD
U.S. STOCK INDEX FUNDS

Admiral(TM) Shares
Participant Prospectus
November 13, 2000

VANGUARD TOTAL STOCK
MARKET INDEX FUND

VANGUARD 500
INDEX FUND

VANGUARD EXTENDED
MARKET INDEX FUND

VANGUARD SMALL-CAP
INDEX FUND

VANGUARD VALUE
INDEX FUND

VANGUARD GROWTH
INDEX FUND


This prospectus  contains
financial data for the Funds
through the period ended
June 30, 2000.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


[MEMBERS OF
THE VANGUARD GROUP LOGO]
<PAGE>

VANGUARD U.S. STOCK INDEX FUNDS ADMIRAL SHARES
Participant Prospectus
November 13, 2000

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
CONTENTS

<S>                                             <C>
1 AN INTRODUCTION TO INDEX FUNDS                25 THE FUNDS AND VANGUARD

2 FUND PROFILES                                 26 INVESTMENT ADVISER

   2 Vanguard Total Stock Market Index Fund     26 DIVIDENDS, CAPITAL GAINS, AND TAXES

   5 Vanguard 500 Index Fund                    27 SHARE PRICE

   8 Vanguard Extended Market Index Fund        27 FINANCIAL HIGHLIGHTS

   11 Vanguard Small-Cap Index Fund             32 INVESTING WITH VANGUARD

   14 Vanguard Value Index Fund                 33 ACCESSING FUND INFORMATION BY COMPUTER

   17 Vanguard Growth Index Fund                GLOSSARY (inside back cover)

20 MORE ON THE FUNDS
-----------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus  explains the objectives,  risks, and strategies of the Vanguard
U.S. Stock Index Funds. To highlight terms and concepts important to mutual fund
investors,  we have provided "Plain Talk(R)" explanations along the way. Reading
the  prospectus  will  help you to decide  which  Funds,  if any,  are the right
investments for you. We suggest that you keep it for future reference.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SHARE CLASSES
Each of the Vanguard U.S. Stock Index Funds offers two or three separate classes
of shares:  Investor Shares,  Admiral Shares,  and  Institutional  Shares.  This
prospectus  offers  Admiral  Shares  for six of the  Funds and is  intended  for
participants  in   employer-sponsored   retirement  or  savings  plans.  Another
version--for investors who would like to open a personal investment account--can
be obtained by calling Vanguard at 1-800-662-7447.
     The Fund's  separate  share classes have different  expenses;  as a result,
their  investment  performances  will vary. ALL REFERENCES IN THIS PROSPECTUS TO
FEES,  EXPENSES,  AND  INVESTMENT  PERFORMANCE  RELATE  SPECIFICALLY  TO ADMIRAL
SHARES, UNLESS OTHERWISE NOTED.
--------------------------------------------------------------------------------

<PAGE>

                                                                               1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a standard to measure the investment  performance of a particular  market. An
index (or "passively managed") fund tries to match, as closely as possible,  the
performance of an established  target index.  The fund does this by holding all,
or a representative sample, of the securities that make up the index.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire U.S. stock market.
     Index funds do not have active managers,  who buy and sell securities based
on research and analysis in an attempt to  outperform a particular  benchmark or
the market as a whole.  Rather,  index funds  simply  attempt to mirror what the
target index does, for better or worse.

     KEEP IN MIND THAT AN INDEX  FUND HAS  OPERATING  EXPENSES  AND  TRANSACTION
COSTS;  A MARKET INDEX DOES NOT.  THEREFORE,  AN INDEX  FUND--WHILE  EXPECTED TO
TRACK ITS TARGET INDEX AS CLOSELY AS POSSIBLE--WILL TYPICALLY BE UNABLE TO MATCH
THE PERFORMANCE OF THE INDEX EXACTLY.

WHAT INDEX FUNDS DOES VANGUARD OFFER?
Vanguard  offers a variety of stock (both U.S.  and  international),  bond,  and
balanced  index  funds.  This  prospectus  provides  information  about  six  of
Vanguard's  U.S.  Stock  Index  Funds,  each of which seeks to track a different
segment of the U.S. stock market:

      -------------------------------------------------------------------
        FUND                                    SEEKS TO TRACK
      -------------------------------------------------------------------
      Vanguard  Total Stock  Market Index Fund The overall  stock market
      Vanguard 500 Index  Fund                 Large-cap  stocks
      Vanguard  Extended  Market Index Fund    Mid- and small-cap  stocks
      Vanguard  Small-Cap Index Fund           Small-cap stocks
      Vanguard Value Index Fund                Large-cap value stocks
      Vanguard  Growth Index Fund              Large-cap  growth stocks
      -------------------------------------------------------------------

     This prospectus contains profiles that summarize key features of each Fund.
Following  the profiles,  there is important  additional  information  about the
Funds.

<PAGE>

2

FUND PROFILE--
VANGUARD(R) TOTAL STOCK MARKET INDEX FUND


INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of the overall stock market.

INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Wilshire 5000 Total Market Index,  which consists of all the U.S.  common
stocks  regularly  traded on the New York and American  Stock  Exchanges and the
Nasdaq over-the-counter market. The Fund invests all or substantially all of its
assets in a  representative  sample of the stocks that make up the Index.  For a
description  of the Fund's  sampling  technique,  please see "Indexing  Methods"
under MORE ON THE FUNDS.

PRIMARY RISK
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE  RANGE,  SO AN INVESTOR  COULD LOSE MONEY OVER SHORT OR EVEN LONG  PERIODS.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices.

PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund.  The bar chart shows the Fund's  performance  in each calendar year
since the Fund's inception.  The table shows how the Fund's average annual total
returns for one and five calendar years and since  inception  compare with those
of the  index  that the Fund  seeks to  track.  Both the bar chart and the table
present  information for the Fund's  Investor Shares only,  since Admiral Shares
were not available  during the time periods shown.  Keep in mind that the Fund's
past performance does not indicate how it will perform in the future.

  --------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
      --------------------------------------------------------------------
        SCALE -20% - 50%      1993           10.62%
                              1994           -0.17%
                              1995           35.79%
                              1996           20.96%
                              1997           30.99%
                              1998           23.26%
                              1999           23.81%
     --------------------------------------------------------------------
      Return  figures do not reflect the  transaction  fee on  purchases
      through 1995. The Fund's  year-to-date return as of the calendar
      quarter ended September 30, 2000, was -0.45%.
     -------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.51% (quarter ended December 31, 1998),  and the lowest return for
a quarter was -12.07% (quarter ended September 30, 1998).

<PAGE>

                                                                               3
--------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                                      SINCE
                                            1 YEAR     5 YEARS      INCEPTION*
--------------------------------------------------------------------------------
Vanguard Total Stock Market Index  Fund**    23.81%     26.84%        19.80%
Wilshire 5000 Index                          23.77      27.11         20.11
--------------------------------------------------------------------------------
*April 27, 1992.
**Return figures do not reflect the transaction fee on purchases through 1995.
--------------------------------------------------------------------------------


FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Admiral  Shares of the Fund. The expenses shown under Annual Fund Operating
Expenses  for  Admiral  Shares are based on  estimated  amounts  for the current
fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                             None*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                     0.13%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.15%

     *The  Fund  reserves  the  right to deduct a  transaction  fee from  future
purchases of shares.

     The following example is intended to help you compare the cost of investing
in the Fund's  Admiral  Shares with the cost of investing in other mutual funds.
It  illustrates  the  hypothetical  expenses  that you would incur over  various
periods if you invest  $10,000 in the Fund.  This example  assumes that the Fund
provides a return of 5% a year and that  operating  expenses match our estimates
for Admiral Shares.  The results apply whether or not you redeem your investment
at the end of each period.


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $15          $48        $85         $192
               -------------------------------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

4
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
<S>                                           <C>
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                   NET ASSETS  (INVESTOR AND INSTITUTIONAL
Dividends are  distributed quarterly  in      SHARES) AS OF JUNE 30, 2000
March,  June,  September,  and                $24.3 billion
December; capital gains, if any,
are distributed annually in December          NEWSPAPER ABBREVIATION
                                              TotstAdml
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,        VANGUARD FUND NUMBER
since inception                               585

INCEPTION DATE
Investor Shares--April 27, 1992               CUSIP NUMBER
Admiral Shares--November 13, 2000             922908728
--------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                               5

FUND PROFILE--VANGUARD(R) 500 INDEX FUND


INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization stocks.

INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the  Standard & Poor's 500 Index,  which is  dominated by the stocks of large
U.S. companies. The Fund attempts to replicate the target index by investing all
or  substantially  all of its assets in the stocks that make up the Index. For a
description of the Fund's replication technique, please see "Indexing Methods"
under MORE ON THE FUNDS.

PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  stocks will trail  returns  from other
     asset classes or the overall stock market. Large-capitalization stocks tend
     to go through cycles of doing  better--or  worse--than  the stock market in
     general.  These periods  have,  in the past,  lasted for as long as several
     years.

PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund.  The bar chart shows the Fund's  performance  in each calendar year
over a ten-year  period.  The table shows how the Fund's  average  annual  total
returns for one,  five,  and ten calendar  years compare with those of the index
that  the  Fund  seeks  to  track.  Both the bar  chart  and the  table  present
information for the Fund's  Investor Shares only,  since Admiral Shares were not
available  during the time  periods  shown.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

      --------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
      --------------------------------------------------------------------
        SCALE -20% - 50%      1990           -3.32%
                              1991           30.22%
                              1992            7.42%
                              1993            9.89%
                              1994            1.18%
                              1995           37.45%
                              1996           22.88%
                              1997           33.19%
                              1998           28.62%
                              1999           21.07%
     ---------------------------------------------------------------------
     The Fund's  year-to-date return as of the calendar quarter ended
     September 30, 2000, was -1.35%.
     ---------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.39% (quarter ended December 31, 1998),  and the lowest return for
a quarter was -13.76% (quarter ended September 30, 1990).

<PAGE>

6

--------------------------------------------------------------------------------
      AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                    1 YEAR      5 YEARS      10 YEARS
--------------------------------------------------------------------------------
Vanguard 500 Index Fund             21.07%       28.49%       18.07%
S&P 500 Index                       21.04        28.56        18.21
--------------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Admiral  Shares of the Fund. The expenses shown under Annual Fund Operating
Expenses  for  Admiral  Shares are based on  estimated  amounts  for the current
fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                             None*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                     0.10%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.12%


     *The  Fund  reserves  the  right to deduct a  transaction  fee from  future
 purchases of shares.

     The following example is intended to help you compare the cost of investing
in the Fund's  Admiral  Shares with the cost of investing in other mutual funds.
It  illustrates  the  hypothetical  expenses  that you would incur over  various
periods if you invest  $10,000 in the Fund.  This example  assumes that the Fund
provides a return of 5% a year, and that operating  expenses match our estimates
for Admiral Shares.  The results apply whether or not you redeem your investment
at the end of each period.


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $12          $39        $68          $154
               -------------------------------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

                                                                               7

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
<S>                                             <C>
ADDITIONAL INFORMATION
DIVIDENDS  AND  CAPITAL  GAINS                  NET ASSETS  (INVESTOR  SHARES) AS OF
Dividends  are distributed quarterly in March,  JUNE 30, 2000
June, September, and December; capital gains,   $105.6 billion
if any, are distributed annually in December

INVESTMENT ADVISER                              NEWSPAPER ABBREVIATION
The Vanguard Group, Valley Forge, Pa.,          500Adml
since inception

INCEPTION DATE                                  VANGUARD FUND NUMBER
Investor Shares--August 31, 1976                540
Admiral Shares--November 13, 2000
                                                CUSIP NUMBER
                                                922908710
--------------------------------------------------------------------------------------
</TABLE>

<PAGE>

8

FUND PROFILE-- VANGUARD(R) EXTENDED MARKET INDEX FUND


INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of mid- and small-capitalization stocks.

INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Wilshire 4500 Completion Index, a broadly  diversified index of stocks of
medium-sized and small U.S.  companies.  The Wilshire 4500 Index contains all of
the U.S.  common  stocks  regularly  traded on the New York and  American  Stock
Exchanges and the Nasdaq  over-the-counter  market, except those stocks included
in the S&P 500 Index. The Fund invests all or substantially all of its assets in
a representative  sample of the stocks that make up the Index. For a description
of the Fund's sampling  technique,  please see "Indexing  Methods" under MORE ON
THE FUNDS.

PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns from mid- or  small-capitalization  stocks will trail  returns from
     other asset classes or the overall stock market.  Small- and mid-cap stocks
     historically  have been more  volatile in price than the  large-cap  stocks
     that dominate the S&P 500 Index,  and perform  differently from the overall
     stock market.

PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund.  The bar chart shows the Fund's  performance  in each calendar year
over a ten-year  period.  The table shows how the Fund's  average  annual  total
returns for one,  five,  and ten calendar  years compare with those of the index
that  the  Fund  seeks  to  track.  Both the bar  chart  and the  table  present
information for the Fund's  Investor Shares only,  since Admiral Shares were not
available  during the time  periods  shown.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

      --------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
      --------------------------------------------------------------------
        SCALE -20% - 50%      1990          -14.05%
                              1991           41.85%
                              1992           12.47%
                              1993           14.49%
                              1994           -1.76%
                              1995           33.80%
                              1996           17.65%
                              1997           26.73%
                              1998            8.32%
                              1999           36.22%
     --------------------------------------------------------------------
     Return figures do not reflect the transaction fee on purchases through
     March 31, 2000. The Fund's  year-to-date return as of the calendar
     quarter ended September 30, 2000, was 3.95%.
     -------------------------------------------------------------------
<PAGE>

                                                                               9

     During the period shown in the bar chart, the highest return for a calendar
quarter was 29.54% (quarter ended December 31, 1999),  and the lowest return for
a quarter was -18.87% (quarter ended September 30, 1990).

--------------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                       1 YEAR         5 YEARS         10 YEARS
--------------------------------------------------------------------------------
Vanguard Extended Market Index Fund*   36.22%          24.10%          16.33%
Wilshire 4500 Index                    35.37           23.65           16.16
--------------------------------------------------------------------------------
*Return figures do not reflect the transaction fee on purchases through
 March 31, 2000.
--------------------------------------------------------------------------------

FEES AND EXPENSES
     The following  table describes the fees and expenses you may pay if you buy
and hold  Admiral  Shares of the Fund.  The  expenses  shown  under  Annual Fund
Operating  Expenses for Admiral  Shares are based on  estimated  amounts for the
current fiscal year.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                             None*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                     0.17%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.20%

     *The  Fund  reserves  the  right to deduct a  transaction  fee from  future
purchases of shares.

     The following example is intended to help you compare the cost of investing
in the Fund's  Admiral  Shares with the cost of investing in other mutual funds.
It  illustrates  the  hypothetical  expenses  that you would incur over  various
periods if you invest  $10,000 in the Fund.  This example  assumes that the Fund
provides a return of 5% a year, and that operating  expenses match our estimates
for Admiral Shares.  The results apply whether or not you redeem your investment
at the end of each period.


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $20         $64        $113         $255
               -------------------------------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

10

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
<S>                                    <C>
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS             NET ASSETS (INVESTOR AND INSTITUTIONAL
Distributed annually in December        SHARES) AS OF JUNE 30, 2000
                                        $6.1 billion
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,  NEWSPAPER ABBREVIATION
since inception                         ExtndAdml

INCEPTION DATE                          VANGUARD FUND NUMBER
Investor Shares--December 21, 1987      598
Admiral Shares--November 13, 2000
                                        CUSIP NUMBER
                                        922908694
--------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                              11

FUND PROFILE--VANGUARD(R)SMALL-CAP INDEX FUND

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of small-capitalization stocks.

INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Russell 2000 Small Stock Index, which is made up of the stocks of smaller
U.S.  companies.  The  Russell  2000  Index  is  made up of the  2,000  smallest
companies  out of the 3,000  largest  U.S.  companies.  The Fund  invests all or
substantially  all of its assets in a  representative  sample of the stocks that
make up the Index.  For a description of the Fund's sampling  technique,  please
see "Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns  from  small-capitalization  stocks will trail  returns  from other
     asset classes or the overall stock market.  Small-cap  stocks  historically
     have been more  volatile in price than the  large-cap  stocks that dominate
     the S&P 500 Index, and perform differently from the overall stock market.

PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund.  The bar chart shows the Fund's  performance  in each calendar year
over a ten-year  period.  The table shows how the Fund's  average  annual  total
returns for one,  five,  and ten calendar  years compare with those of the index
that  the  Fund  seeks  to  track.  Both the bar  chart  and the  table  present
information for the Fund's  Investor Shares only,  since Admiral Shares were not
available  during the time  periods  shown.  Keep in mind that the  Fund's  past
performance does not indicate how it will perform in the future.

      --------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
      --------------------------------------------------------------------
       SCALE -20% - 50%       1990          -18.13%
                              1991           45.26%
                              1992           18.20%
                              1993           18.70%
                              1994           -0.51%
                              1995           28.74%
                              1996           18.12%
                              1997           24.59%
                              1998           -2.61%
                              1999           23.13%
     --------------------------------------------------------------------
     Return figures do not reflect the transaction fee on purchases through
     March 31, 2000. The Fund's  year-to-date return as of the calendar
     quarter ended September 30, 2000, was 4.39%.
     -------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 29.29%  (quarter ended March 31, 1991),  and the lowest return for a
quarter was -24.00% (quarter ended September 30, 1990).

<PAGE>

12

--------------------------------------------------------------------------------
            AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                  1 YEAR           5 YEARS           10 YEARS
--------------------------------------------------------------------------------
Vanguard Small-Cap Index Fund*     23.13%           17.84%            14.20%
Russell 2000 Index                 21.26            16.69             13.40
--------------------------------------------------------------------------------
*Return figures do not reflect the transaction fee on purchases through
March 31, 2000.
--------------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Admiral  Shares of the Fund. The expenses shown under Annual Fund Operating
Expenses  for  Admiral  Shares are based on  estimated  amounts  for the current
fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                             None*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                     0.16%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.04%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.20%

     *The  Fund  reserves  the  right to deduct a  transaction  fee from  future
purchases of shares.

     The following example is intended to help you compare the cost of investing
in the Fund's  Admiral  Shares with the cost of investing in other mutual funds.
It  illustrates  the  hypothetical  expenses  that you would incur over  various
periods if you invest  $10,000 in the Fund.  This example  assumes that the Fund
provides a return of 5% a year, and that operating  expenses match our estimates
for Admiral Shares.  The results apply whether or not you redeem your investment
at the end of each period.


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $20         $64        $113         $255
               -------------------------------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

                                                                              13

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
<S>                                    <C>
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS             NET ASSETS (INVESTOR AND INSTITUTIONAL
Distributed annually in December        SHARES) AS OF JUNE 30, 2000
                                        $4.6 billion
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,  NEWSPAPER ABBREVIATION
since inception                         SmcapAdml

INCEPTION DATE                          VANGUARD FUND NUMBER
Investor Shares--October 3, 1960        548
Admiral Shares--November 13, 2000
                                        CUSIP NUMBER
                                        922908686
--------------------------------------------------------------------------------
</TABLE>

<PAGE>

14

FUND PROFILE--VANGUARD(R) VALUE INDEX FUND

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization value stocks.

INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's  500/BARRA Value Index,  which includes those stocks of
the S&P 500 Index with  lower-than-average  price/book ratios. The Fund attempts
to  replicate  the target  index by investing  all or  substantially  all of its
assets in the stocks  that make up the Index.  For a  description  of the Fund's
replication technique, please see "Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
-    THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN
     A WIDE  RANGE,  SO AN  INVESTOR  COULD  LOSE  MONEY OVER SHORT OR EVEN LONG
     PERIODS.  Stock  markets  tend to move in  cycles,  with  periods of rising
     prices and periods of falling prices.
-    The Fund is also subject to investment style risk, which is the chance that
     returns  from  large-capitalization  value  stocks will trail  returns from
     other asset classes or the overall  stock  market.  Value stocks tend to go
     through cycles of doing better--or worse--than the stock market in general.
     These periods have, in the past, lasted for as long as several years.

PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund.  The bar chart shows the Fund's  performance  in each calendar year
since the Fund's inception.  The table shows how the Fund's average annual total
returns for one and five calendar years and since  inception  compare with those
of the  index  that the Fund  seeks to  track.  Both the bar chart and the table
present  information for the Fund's  Investor Shares only,  since Admiral Shares
were not available  during the time periods shown.  Keep in mind that the Fund's
past performance does not indicate how it will perform in the future.

      --------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
      --------------------------------------------------------------------
       SCALE -20% - 50%       1993           18.35%
                              1994           -0.73%
                              1995           36.94%
                              1996           21.86%
                              1997           29.77%
                              1998           14.64%
                              1999           12.57%
     --------------------------------------------------------------------
     The Fund's year-to-date return as of the calendar quarter ended
     September 30, 2000, was 4.31%.
     -------------------------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.50% (quarter ended December 31, 1998),  and the lowest return for
a quarter was -12.96% (quarter ended September 30, 1998).

<PAGE>

15

--------------------------------------------------------------------------------
        AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                                SINCE
                                     1 YEAR     5 YEARS      INCEPTION*
--------------------------------------------------------------------------------
Vanguard Value Index Fund            12.57%     22.82%         18.66%
S&P 500/BARRA Value Index            12.72      22.94          18.81
--------------------------------------------------------------------------------
*November 2, 1992.
--------------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Admiral  Shares of the Fund. The expenses shown under Annual Fund Operating
Expenses  for  Admiral  Shares are based on  estimated  amounts  for the current
fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                             None*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                     0.14%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.17%

     *The  Fund  reserves  the  right to deduct a  transaction  fee from  future
purchases of shares.

     The following example is intended to help you compare the cost of investing
in the Fund's  Admiral  Shares with the cost of investing in other mutual funds.
It  illustrates  the  hypothetical  expenses  that you would incur over  various
periods if you invest  $10,000 in the Fund.  This example  assumes that the Fund
provides a return of 5% a year, and that operating  expenses match our estimates
for Admiral Shares.  The results apply whether or not you redeem your investment
at the end of each period.


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                    $17         $55        $96         $217
               -------------------------------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

16

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
<S>                                           <C>
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                  NET ASSETS  (INVESTOR AND INSTITUTIONAL
Dividends are  distributed quarterly  in     SHARES) AS OF JUNE 30, 2000
March,  June,  September,  and               $4 billion
December;  capital gains, if any,
are distributed annually in December         NEWSPAPER ABBREVIATION
                                             ValAdml
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,       VANGUARD FUND NUMBER
since inception                              506

INCEPTION DATE                               CUSIP NUMBER
Investor Shares--November 2, 1992            922908678
Admiral Shares--November 13, 2000
--------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                              17

FUND PROFILE--VANGUARD(R) GROWTH INDEX FUND


INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of a benchmark  index that measures the
investment return of large-capitalization growth stocks.

INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Standard & Poor's 500/BARRA Growth Index,  which includes those stocks of
the S&P 500 Index with higher-than-average  price/book ratios. The Fund attempts
to  replicate  the target  index by investing  all or  substantially  all of its
assets in the stocks  that make up the Index.  For a  description  of the Fund's
replication technique, please see "Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE  RANGE,  SO AN INVESTOR  COULD LOSE MONEY OVER SHORT OR EVEN LONG  PERIODS.
Stock markets tend to move in cycles,  with periods of rising prices and periods
of falling prices. The Fund is also subject to:
-    Investment   style   risk,   which  is  the  chance   that   returns   from
     large-capitalization  growth  stocks  will trail  returns  from other asset
     classes or the  overall  stock  market.  Growth  stocks  tend to go through
     cycles of doing better--or  worse--than the stock market in general.  These
     periods have, in the past, lasted for as long as several years.
-    Nondiversification  risk,  which is the chance that the Fund's  performance
     could be hurt  disproportionately  by a decline  in the price of just a few
     stocks. This is because the Fund invests a greater percentage of its assets
     in the stocks of fewer companies as compared with other mutual funds.

PERFORMANCE/RISK INFORMATION
The following bar chart and table provide an indication of the risk of investing
in the Fund.  The bar chart shows the Fund's  performance  in each calendar year
since the Fund's inception.  The table shows how the Fund's average annual total
returns for one and five calendar years and since  inception  compare with those
of the  index  that the Fund  seeks to  track.  Both the bar chart and the table
present  information for the Fund's  Investor Shares only,  since Admiral Shares
were not available  during the time periods shown.  Keep in mind that the Fund's
past performance does not indicate how it will perform in the future.

      --------------------------------------------------------------------
                              ANNUAL TOTAL RETURNS
      --------------------------------------------------------------------
       SCALE -20% - 50%       1993            1.53%
                              1994            2.89%
                              1995           38.06%
                              1996           23.74%
                              1997           36.34%
                              1998           42.21%
                              1999           28.76%
     --------------------------------------------------------------------
     The Fund's year-to-date return as of the calendar quarter ended
     September 30, 2000, was -6.41%.
     -------------------------------------------------------------------
<PAGE>

18

     During the period shown in the bar chart, the highest return for a calendar
quarter was 24.64% (quarter ended December 31, 1998),  and the lowest return for
a quarter was -7.21% (quarter ended September 30, 1998).

--------------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
                                                             SINCE
                                     1 YEAR    5 YEARS     INCEPTION*
--------------------------------------------------------------------------------
Vanguard Growth Index Fund           28.76%     33.65%       23.74%
S&P 500/BARRA Growth Index           28.25      33.64        23.84
--------------------------------------------------------------------------------
*November 2, 1992.
--------------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Admiral  Shares of the Fund. The expenses shown under Annual Fund Operating
Expenses  for  Admiral  Shares are based on  estimated  amounts  for the current
fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                 None
      Transaction Fee on Purchases:                             None*
      Sales Charge (Load) Imposed on Reinvested Dividends:      None
      Redemption Fee:                                           None
      Exchange Fee:                                             None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
      Fund's assets)
      Management Expenses:                                     0.14%
      12b-1 Distribution Fee:                                   None
      Other Expenses:                                          0.03%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                   0.17%

     *The  Fund  reserves  the  right to deduct a  transaction  fee from  future
purchases of shares.

     The following example is intended to help you compare the cost of investing
in the Fund's  Admiral  Shares with the cost of investing in other mutual funds.
It  illustrates  the  hypothetical  expenses  that you would incur over  various
periods if you invest  $10,000 in the Fund.  This example  assumes that the Fund
provides a return of 5% a year, and that operating  expenses match our estimates
for Admiral Shares.  The results apply whether or not you redeem your investment
at the end of each period.


               -------------------------------------------------
                  1 YEAR      3 YEARS    5 YEARS      10 YEARS
               -------------------------------------------------
                   $17         $55         $96         $217
               -------------------------------------------------

     THIS  EXAMPLE  SHOULD NOT BE  CONSIDERED  TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

                                                                              19

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
<S>                                           <C>
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS                   NET ASSETS  (INVESTOR AND INSTITUTIONAL
Dividends are  distributed quarterly  in      SHARES) AS OF JUNE 30, 2000
March,  June,  September,  and December;      $17.2 billion
capital gains, if any, are distributed
annually in December                          NEWSPAPER ABBREVIATION
                                              GrwthAdml
INVESTMENT ADVISER
The Vanguard Group, Valley Forge, Pa.,        VANGUARD FUND NUMBER
since inception                               509

INCEPTION DATE
Investor Shares--November 2, 1992             CUSIP NUMBER
Admiral Shares--November 13, 2000             922908660
--------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                              20

MORE ON THE FUNDS

The following  sections discuss other important  features of Vanguard U.S. Stock
Index Funds.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
-    Variety of  investments.  Vanguard index funds  generally  invest in a wide
     variety of companies and industries.
-    Relative consistency.  Because they seek to track market benchmarks,  index
     funds by  definition  will not  perform  dramatically  better or worse than
     their target indexes.
-    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund,  such as research  costs;  in  addition,  they keep  trading
     activity--and thus brokerage commissions--to a minimum.
     Compared with actively managed funds,  most index funds have lower turnover
rates and lower capital gains  distributions.  However,  from time to time, some
index  funds  may pay out  higher-than-expected  taxable  distributions.  That's
because  index funds must  adjust  their  holdings  to reflect  changes in their
target  indexes.  In some  cases,  such  changes may force an index fund to sell
securities  that have  appreciated in value,  and, thus,  realize a capital gain
that must be  distributed to  shareholders.  A security may move out of an index
for a number of reasons,  including a merger or  acquisition,  or a  substantial
change in the market capitalization of the issuer. Generally, these changes tend
to occur more frequently with small and medium-sized companies than they do with
large, well-established companies.

INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select stocks.
     Some index funds hold each stock found in their target indexes in about the
same  proportions  as represented  in the indexes  themselves.  This is called a
"replication"  method.  For example,  if 5% of the S&P 500 Index were made up of
the stock of a specific  company,  a fund  tracking that index (such as Vanguard
500 Index Fund) would  invest about 5% of its assets in that  company.  The 500,
Value, and Growth Index Funds employ the replication method of indexing.
     Because it would be very  expensive  to buy and sell all of the stocks held
in certain  indexes (the  Wilshire 5000 Index,  for example,  included more than
6,800 stocks as of June 30, 2000),  many funds tracking these larger indexes use
a "sampling" technique.  At Vanguard, we use a sophisticated computer program to
select a  representative  sample of stocks from a Fund's  target index that will
resemble the full index in terms of industry weightings,  market capitalization,
price/earnings ratio, dividend yield, and other  characteristics.  For instance,
if 10% of the  Wilshire  5000 Index were made up of  utility  stocks,  the Total
Stock Market  Index Fund would  invest about 10% of its assets in some--but  not
all--of those utility  stocks.  The particular  utility  stocks  selected by the
Fund, as a group, would have investment  characteristics similar to those of the
utility  stocks in the Index.  Although the Funds'  adviser  attempts to closely
track the  performance  of the  index,  there is no  guarantee  that  securities
selected for a Fund will provide investment performance exactly matching that of
its target index. The Total Stock Market,  Extended Market,  and Small-Cap Index
Funds employ the sampling method of indexing.
<PAGE>

                                                                              21

     Each Fund seeks to provide investment results that correspond to its target
index. The correlation between the performance of a Fund and its target index is
expected  to be at least 95%.  (A  correlation  of 100% would  indicate  perfect
correlation.)
     The  following  table shows the number of stocks held by each of the Funds,
and the number of stocks in each Fund's target index, as of June 30, 2000.



             -----------------------------------------------------
                                  NUMBER OF      NUMBER OF STOCKS
             FUND                STOCKS HELD      IN TARGET INDEX
             -----------------------------------------------------
             Total Stock Market      3,440            6,875
             500                       516              500
             Extended Market         3,008            6,386
             Mid-Cap                   405              400
             Small-Cap               2,029            2,000
             Value                     401              391
             Small-Cap Value           427              423
             Growth                    120              109
             Small-Cap Growth          185              177
             ----------------------------------------------------

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                          GROWTH FUNDS AND VALUE FUNDS
Growth  investing  and value  investing  are two styles  employed  by stock fund
managers.   Growth  funds  generally   focus  on  companies   believed  to  have
above-average  potential  for growth in revenue  and  earnings.  Reflecting  the
market's high  expectations for superior growth,  such stocks typically have low
dividend  yields  and  above-average  prices in  relation  to such  measures  as
revenue,  earnings,  and book value.  Value funds generally  emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value stocks  typically are  below-average  in  comparison  with such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth and value stocks have, in the past,  produced similar  long-term
returns,  though each  category has periods when it  outperforms  the other.  In
general,  growth funds appeal to investors  who will accept more  volatility  in
hopes of a greater  increase  in share  price.  Growth  funds also may appeal to
investors with taxable accounts who want a higher  proportion of returns to come
as capital gains (which may be taxed at lower rates than dividend income). Value
funds, by contrast,  are appropriate for investors who want some dividend income
and the  potential  for capital  gains,  but are less  tolerant  of  share-price
fluctuations.
--------------------------------------------------------------------------------


ADDITIONAL RISK INFORMATION

[FLAG]EACH FUND IS SUBJECT TO MARKET RISK, WHICH IS THE CHANCE THAT STOCK PRICES
     OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS TEND TO
     MOVE IN CYCLES,  WITH PERIODS OF RISING STOCK PRICES AND PERIODS OF FALLING
     STOCK PRICES.

     To illustrate the volatility of stock prices, the following table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the S&P 500 Index, which--in addition to being the target
index for  Vanguard 500 Index  Fund--is a widely used  barometer of stock market
activity.  (Total  returns  consist of  dividend  income  plus  change in market
price.) Note that the returns shown do not include the costs


<PAGE>

                                                                              22

of buying and selling  stocks or other  expenses  that a  real-world  investment
portfolio would incur.  Note, also, that the gap between best and worst tends to
narrow over the long term.

             ------------------------------------------------------
                       U.S. STOCK MARKET RETURNS (1926-1999)
             ------------------------------------------------------
                             1 YEAR  5 YEARS  10 YEARS   20 YEARS
             ------------------------------------------------------
             Best             54.2%    28.6%    19.9%      17.9%
             Worst           -43.1    -12.4     -0.9        3.1
             Average          13.2     11.0     11.1       11.1
             ------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1926
through 1999. You can see, for example,  that while the average return on common
stocks for all of the 5-year periods was 11.0%,  returns for  individual  5-year
periods  ranged from a -12.4%  average  (from 1928 through  1932) to 28.6% (from
1995 through 1999).  These average  returns  reflect past  performance on common
stocks;  you should not regard  them as an  indication  of future  returns  from
either the stock market as a whole or any Fund in particular.
     Even  indexes  that  are  subsets  of the  S&P 500  Index--such  as the S&P
500/BARRA Value Index and the S&P 500/BARRA Growth Index (the target indexes for
the Value and  Growth  Index  Funds)--will  not  perform  in the same way as the
broader S&P 500 Index.  Historically,  stocks of the S&P  500/BARRA  Value Index
have been less  volatile  than the stocks  found in the  broader  S&P 500 Index;
stocks of the S&P 500/BARRA  Growth  Index,  on the other hand,  have  displayed
somewhat greater short-term volatility than the S&P 500 Index's stocks. However,
both value and growth  stocks have the  potential  at times to be more  volatile
than the broader market.

[FLAG]THE FUNDS ARE ALSO SUBJECT,  IN VARYING DEGREES, TO INVESTMENT STYLE RISK,
     WHICH IS THE  CHANCE  THAT  RETURNS  FROM A  SPECIFIC  TYPE OF  STOCK  (FOR
     INSTANCE,  SMALL-CAP OR VALUE) WILL TRAIL  RETURNS FROM OTHER ASSET CLASSES
     OR THE OVERALL STOCK MARKET.  EACH TYPE OF STOCK TENDS TO GO THROUGH CYCLES
     OF DOING  BETTER--OR  WORSE--THAN  COMMON STOCKS IN GENERAL.  THESE PERIODS
     HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

RISK OF NONDIVERSIFICATION
[FLAG]As  index  funds,  each of the U.S.  Stock  Index  Funds holds the largest
stocks in its target index in approximately the same percentages as those stocks
are represented in its index.  When a target index becomes less  diversified,  a
fund that  tracks  that  index  similarly  becomes  less  diversified.  This has
happened to the GROWTH  INDEX  FUND.  Due to the rapid  appreciation  of certain
stocks  in its  target  index,  the  Fund's  top  four  holdings  have at  times
represented more than 25% of its total assets. By tracking its target index, the
Fund technically has become  "nondiversified"  under SEC standards,  although it
continues to hold more than 100 stock  positions in a variety of market sectors.
As the market values of the Fund's largest  holdings rise and fall, there may be
times when the Fund is  diversified  under SEC standards and other times when it
is not.  Shareholders in Vanguard Growth Index Fund are subject to the risk that
the  Fund's  performance  could be hurt  disproportionately  by a decline in the
price of just a few stocks.
     In the unlikely  event that the target  index of any of the other  Vanguard
U.S. Stock Index Funds becomes  dominated by just a few companies,  shareholders
in that Fund would similarly be subject to the risk of nondiversification.

<PAGE>

                                                                              23


--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies  whose  outstanding  shares have a market value exceeding $13 billion;
mid-cap funds as those holding  stocks of companies  with a market value between
$1.5 billion and $13 billion;  and small-cap  funds as those  typically  holding
stocks of  companies  with a market  value of less than $1.5  billion.  Vanguard
periodically reassesses these classifications.
--------------------------------------------------------------------------------


TRANSACTION FEES
Some of  Vanguard's  index funds charge a  transaction  fee on purchases of fund
shares to offset the higher costs of trading  certain  securities,  particularly
small-company  stocks.  The  transaction fee ensures that these higher costs are
borne by the investors making the  transactions--and not by shareholders already
in the  fund  who do not  generate  the  costs.  All  transaction  fees are paid
directly into the fund itself  (unlike a sales charge or load that  non-Vanguard
funds may impose to compensate their sales representatives). Without transaction
fees, some index funds would have trouble tracking their target indexes.

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into investments when they expect prices to rise and taking money out when
they  expect  prices to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore, the Funds have adopted the following policies, among others, designed
to discourage short-term trading:
-    Each Fund  reserves  the right to reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.
-    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Exchanges" in the INVESTING WITH VANGUARD section).
-    Telephone and online exchanges are not permitted for non-IRA accounts.

     THE  VANGUARD  FUNDS DO NOT  PERMIT  MARKET-TIMING.  DO NOT INVEST IN THESE
FUNDS IF YOU ARE A MARKET-TIMER.


--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING
Costs are an important  consideration in choosing a mutual fund.  That's because
you, as a shareholder,  pay the costs of operating a fund,  plus any transaction
costs  associated with the fund's buying and selling of securities.  These costs
can erode a substantial  portion of the gross income or capital  appreciation  a
fund achieves. Even seemingly small differences in fund expenses can, over time,
have a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------


<PAGE>

24

TURNOVER RATE
Generally,  a  passively  managed  fund  sells  securities  only to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index.  Turnover rates for large-cap stock index funds tend
to be very low because large-cap indexes,  such as the S&P 500, typically do not
change much from year to year.  Turnover  rates for mid-cap and small-cap  stock
index  funds tend to be higher  (although  still  relatively  low,  compared  to
actively managed stock funds), because the indexes they track are more likely to
change as a result of mergers,  acquisitions,  business  failures,  or growth of
companies  than a larger-cap  index.  The turnover rate of each Fund for each of
the last five years (or since inception of the Fund, if shorter) is shown in the
FINANCIAL HIGHLIGHTS section of this prospectus.

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE
Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of June 30, 2000, the average  turnover rate for passively
managed domestic equity index funds investing in common stocks was approximately
21%; for all domestic stock funds, the average  turnover rate was  approximately
90%,  according to Morningstar,  Inc. (A turnover rate of 100% would occur,  for
example, if a fund sold and replaced securities valued at 100% of its net assets
within a one-year period.)
--------------------------------------------------------------------------------


INVESTMENT POLICIES
Each Fund  reserves the right to  substitute a different  index for the index it
currently tracks if the current index is  discontinued,  or for any other reason
determined  in good  faith by the  Fund's  board  of  trustees.  In  every  such
instance,  the substitute  index will measure the same general  market  (large-,
mid-, or small-cap, growth, or value) as the current index.
     Each Fund may invest in foreign securities to the extent necessary to carry
out its investment  strategy of holding all, or a representative  sample, of the
stocks that make up the index it tracks.  It is not expected  that any Fund will
invest more than 5% of its assets in foreign securities.
     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds generally are managed without regard to tax ramifications.
     To track their target indexes as closely as possible,  the Funds attempt to
remain fully invested (at least 95% of total assets) in the stocks of the index.
To help stay fully  invested,  and to reduce  transaction  costs,  the Funds may
invest,  to a limited  extent,  in  futures  and  options  contracts,  warrants,
convertible securities, and swap agreements, which are types of derivatives.
     Losses (or gains) involving futures can sometimes be  substantial--in  part
because a relatively small price movement in a futures contract may result in an
immediate  and  substantial  loss (or gain) for a fund.  Similar risks exist for
warrants  (securities  that permit their owners to purchase a specific number of
stock shares at a predetermined price),  convertible securities (securities that
may be exchanged for another asset), and swap agreements


<PAGE>

                                                                              25

(contracts in which each party agrees to make payments to the other based on the
return of a specified index or asset).
     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under futures  contracts  will not exceed 20% of that Fund's
total assets.
     The reasons for which a Fund will invest in futures and options are:
-    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
-    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.

PENDING LEGAL PROCEEDINGS
On June 8, 2000,  Vanguard was sued by McGraw-Hill  over Vanguard's right to use
certain Standard & Poor's (S&P) trademarks and other intellectual property owned
by McGraw-Hill.  The suit currently is pending in the federal district court for
the  Southern  District of New York.  The suit  requests,  among  other  things:
monetary  damages;  injunctive relief that would prevent Vanguard from using S&P
indexes and S&P trademarks in connection with Vanguard's  potential  offering of
an  exchange-traded  class of shares of the Funds;  and declaratory  relief that
McGraw-Hill is entitled to terminate the license  agreement that grants Vanguard
the right to use certain S&P indexes and S&P trademarks.  Vanguard believes that
it should prevail in these proceedings;  however,  there is no assurance that it
will do so.

THE FUNDS AND VANGUARD
The Funds are members of The Vanguard Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $570 billion.
All of the funds share in the expenses associated with business operations, such
as personnel, office space, equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus  indirectly by the  shareholders  in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person,  by a group of individuals,  or by investors who own the
management  company's stock. By contrast,  Vanguard  provides its services on an
"at cost" basis,  and the funds'  expense  ratios  reflect only these costs.  No
separate  management  company reaps profits or absorbs losses from operating the
funds.
--------------------------------------------------------------------------------


<PAGE>

26

INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975,  serves as the Funds'  adviser.  As of June 30, 2000,  Vanguard  served as
adviser for about  $388.1  billion in assets.  Vanguard  manages the Funds on an
at-cost basis, subject to the control of the trustees and officers of the Funds.
For the six  months  ended  June 30,  2000,  the  investment  advisory  expenses
represented  an  effective  annual  rate of  approximately  0.01% of each Fund's
average net assets.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  The Funds may  direct  Vanguard  to use a  particular  broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.


--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               THE FUNDS' ADVISER
The individual responsible for overseeing each Fund's investments is:

GEORGE  U.  SAUTER,  Managing  Director  of  Vanguard  and  head  of  Vanguard's
Quantitative  Equity  Group;  has worked in  investment  management  since 1985;
primary  responsibility  for Vanguard's stock indexing policy and strategy since
joining the company in 1987;  A.B.,  Dartmouth  College;  M.B.A.,  University of
Chicago.
--------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each Fund distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  Income dividends for the Total Stock Market,  500, Value,
and Growth Index Funds generally are distributed in March, June, September,  and
December;  income dividends for the Extended  Market,  and Small-Cap Index Funds
generally are  distributed in December.  Capital gains  distributions  generally
occur in December.  In addition,  the Funds may occasionally be required to make
supplemental  dividend or capital gains  distributions at some other time during
the year.
     Your  dividend  and  capital  gains  distributions  will be  reinvested  in
additional  Fund  shares  and  accumulate  on a  tax-deferred  basis  if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these  distributions until you begin withdrawals from the plan. You
should consult your plan administrator, your plan's Summary Plan Description, or
your tax adviser about the tax consequences of plan withdrawals.

<PAGE>

                                                                              27

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  DISTRIBUTIONS
As a  shareholder,  you are  entitled  to your share of the fund's  income  from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income  dividend or a capital gains  distribution.  Income
dividends come from both the dividends that the fund earns from its holdings and
the  interest it receives  from its money market and bond  investments.  Capital
gains are realized  whenever the fund sells securities for higher prices than it
paid for them. These capital gains are either short-term or long-term, depending
on whether the fund held the  securities  for one year or less, or more than one
year.
--------------------------------------------------------------------------------


SHARE PRICE
Each Fund's share price,  called its net asset value, or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share is  computed  by  dividing  the net  assets
attributed  to each  share  class by the number of shares  outstanding  for that
class.
     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     A NOTE ON  PRICING:  A Fund's  investments  will be priced at their  market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Funds' Board of Trustees.
     Each Fund's  share price can be found daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard Index Funds."

FINANCIAL HIGHLIGHTS
The following financial highlights tables pertain to the Fund's Investor Shares;
Admiral  Shares  were not  available  during the  periods  shown.The  tables are
intended to help you understand each Fund's  financial  performance for the past
five years or since  inception,  plus the six months  ended June 30,  2000,  and
certain  information  reflects financial results for a single Fund share in each
case. The total returns in each table  represent the rate that an investor would
have  earned  or  lost  each  year  on  an  investment  in  the  Fund  (assuming
reinvestment of all dividend and capital gains distributions).  This information
has been derived from the financial statements audited by PricewaterhouseCoopers
LLP,  independent  accountants,  whose  report--along with each Fund's financial
statements--is   included  in  the  Funds'  most   recent   annual   reports  to
shareholders.  The information for the six-month period ended June 30, 2000, has
not been audited by  independent  accountants.  You may have the annual  reports
sent to you without charge by contacting Vanguard.

<PAGE>

28

--------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                  HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
This explanation uses the Total Stock Market Index Fund as an example.  The Fund
began the six months  ended June 30,  2000,  with a net asset  value  (price) of
$33.22  per share.  During  the  period,  the Fund  earned  $0.16 per share from
investment  income  (interest and  dividends).  There was a decline of $0.39 per
share from investments that had depreciated in value or that were sold for lower
prices than the Fund paid for them.

Shareholders  received $0.21 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

Investment  losses  ($0.23 per share) plus the  distributions  ($0.21 per share)
resulted  in a share  price  of  $32.78  at the end of the  period.  This  was a
decrease  of $0.44 per share  (from  $33.22 at the  beginning  of the  period to
$32.78  at  the  end  of the  period).  For a  shareholder  who  reinvested  the
distributions in the purchase of more shares, the total return from the Fund was
-0.72% for the period.

As of June 30, 2000,  the Fund  (Investor  Shares only) had $19.8 billion in net
assets.  For the six-month period, its annualized expense ratio was 0.20% ($2.00
per $1,000 of net assets);  and its annualized net investment income amounted to
1.00% of its average net assets. It sold and replaced securities valued at 8% of
its net assets.
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                   VANGUARD TOTAL STOCK MARKET INDEX FUND
                                                                                 INVESTOR SHARES
                                                SIX MONTHS                   YEAR ENDED DECEMBER 31,
                                                     ENDED--------------------------------------------------------------
                                             JUNE 30, 2000*       1999         1998         1997         1996       1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $33.22      $27.42       $22.64       $17.77       $15.04     $11.37
------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                 .16        .317         .336         .319          .29        .29
 Net Realized and Unrealized Gain (Loss)
  on Investments                                      (.39)      6.133        4.898        5.143         2.84       3.75
                                           -----------------------------------------------------------------------------
   Total from Investment Operations                   (.23)      6.450        5.234        5.462         3.13       4.04
                                           -----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                 (.15)      (.330)       (.329)       (.322)        (.29)      (.28)
 Distributions from Realized Capital Gains            (.06)      (.320)       (.125)       (.270)        (.11)      (.09)
                                           -----------------------------------------------------------------------------
   Total Distributions                                (.21)      (.650)       (.454)       (.592)        (.40)      (.37)
------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                      $32.78      $33.22       $27.42       $22.64       $17.77     $15.04
========================================================================================================================
TOTAL RETURN**                                      -0.72%      23.81%       23.26%       30.99%       20.96%     35.79%
========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)              $19,829     $18,133       $9,308       $5,092       $3,531     $1,571
 Ratio of Total Expenses to
  Average Net Assets                              0.20%***       0.20%        0.20%        0.20%        0.22%      0.25%
 Ratio of Net Investment Income to Average
  Net Assets                                      1.00%***       1.15%        1.44%        1.65%        1.86%      2.14%
 Turnover Rate                                      8%***+          3%           3%           2%           3%         3%
========================================================================================================================
</TABLE>
  *Unaudited.
 **Total  return  figures do not reflect the 0.25%  transaction  fee on
   purchases through 1995.
***Annualized.
  +The turnover rate excluding in-kind redemptions was 4%.

<PAGE>

                                                                              29


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                            VANGUARD 500 INDEX FUND
                                                                                 INVESTOR SHARES
                                                SIX MONTHS                   YEAR ENDED DECEMBER 31,
                                                     ENDED--------------------------------------------------------------
                                             JUNE 30, 2000*       1999         1998         1997         1996       1995
------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>            <C>         <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD               $135.33     $113.95      $ 90.07       $69.17       $57.60     $42.97
------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                 .65       1.370         1.33         1.31         1.28       1.22
 Net Realized and Unrealized Gain Loss)
  on Investments                                     (1.21)     22.415        24.30        21.50        11.82      14.76
                                           -----------------------------------------------------------------------------
   Total from Investment Operations                   (.56)     23.785        25.63        22.81        13.10      15.98
                                           -----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                 (.61)     (1.410)       (1.33)       (1.32)       (1.28)     (1.22)
 Distributions from Realized Capital Gains              --       (.995)        (.42)        (.59)        (.25)      (.13)
                                           -----------------------------------------------------------------------------
   Total Distributions                                (.61)     (2.405)       (1.75)       (1.91)       (1.53)     (1.35)
------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                     $134.16     $135.33      $113.95       $90.07       $69.17     $57.60
========================================================================================================================
TOTAL RETURN                                        -0.42%      21.07%       28.62%       33.19%       22.88%     37.45%
========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)             $105,583    $104,652      $74,229      $49,358      $30,332    $17,372
 Ratio of Total Expenses to
  Average Net Assets                               0.18%**       0.18%        0.18%        0.19%        0.20%      0.20%
 Ratio of Net Investment Income to
  Average Net Assets                                .97%**       1.13%        1.35%        1.66%        2.04%      2.38%
 Turnover Rate***                                     9%**          6%           6%           5%           5%         4%
------------------------------------------------------------------------------------------------------------------------
</TABLE>
  *Unaudited.
 **Annualized.
***Turnover rates excluding in-kind redemptions were 7%, 3%, 3%, 3%, 2%, and 2%,
 respectively.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                VANGUARD EXTENDED MARKET INDEX FUND
                                                                                         INVESTOR SHARES
                                                SIX MONTHS                            YEAR ENDED DECEMBER 31,
                                                     ENDED---------------------------------------------------------------
                                            JUNE 30, 2000*        1999         1998         1997         1996       1995
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $37.07      $30.63       $30.76       $26.20       $24.07     $18.52
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                .143        .297         .388         .351          .34        .30
 Net Realized and Unrealized Gain (Loss)              .077      10.101        2.025        6.479         3.85       5.95
  on Investments
                                             ----------------------------------------------------------------------------
  Total from Investment Operations                    .220      10.398        2.413        6.830         4.19       6.25
                                             ----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                   --       (.318)       (.373)       (.360)        (.34)      (.30)
 Distributions from Realized Capital Gains          (1.110)     (3.640)      (2.170)      (1.910)       (1.72)      (.40)
                                             ----------------------------------------------------------------------------
  Total Distributions                               (1.110)     (3.958)      (2.543)      (2.270)       (2.06)      (.70)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                      $36.18      $37.07       $30.63       $30.76       $26.20     $24.07
=========================================================================================================================
TOTAL RETURN**                                       0.16%      36.22%        8.32%       26.73%       17.65%     33.80%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)               $5,028      $4,221       $2,939       $2,723       $2,099     $1,523
 Ratio of Total Expenses to
  Average Net Assets                              0.25%***       0.25%        0.23%         0.23        0.25%      0.25%
 Ratio of Net Investment Income to
  Average Net Assets                               .82%***       1.04%        1.21%        1.30%        1.42%      1.51%
 Turnover Rate                                      30%***         26%          27%          15%          22%        15%
=========================================================================================================================
</TABLE>
  *Unaudited.
 **Total return figures do not reflect transaction fees on purchases (0.25%
   from October 31, 1997,through March 31, 2000; 0.5% from 1995 through
   October 31, 1997).
***Annualized.
<PAGE>

30

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                       VANGUARD SMALL-CAP INDEX FUND
                                                                                             INVESTOR SHARES
                                                SIX MONTHS                                YEAR ENDED DECEMBER 31,
                                                     ENDED---------------------------------------------------------------
                                            JUNE 30, 2000*        1999         1998         1997         1996       1995
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR                  $23.60      $21.20       $23.75       $20.23       $18.61     $14.99
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                .119        .256         .311         .277          .26        .24
 Net Realized and Unrealized Gain (Loss)              .726       4.491       (1.007)       4.632         3.07       4.06
  on Investments                             ----------------------------------------------------------------------------
   Total from Investment Operations                   .845       4.747       (.696)        4.909         3.33       4.30
                                             ----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                   --       (.267)       (.304)       (.274)        (.27)      (.23)
 Distributions from Realized Capital Gains           (.215)     (2.080)      (1.550)      (1.115)       (1.44)      (.45)
                                             ----------------------------------------------------------------------------
  Total Distributions                                (.215)     (2.347)      (1.854)      (1.389)       (1.71)      (.68)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                        $24.23      $23.60       $21.20       $23.75       $20.23     $18.61
=========================================================================================================================

TOTAL RETURN**                                       3.50%      23.13%       -2.61%       24.59%       18.12%     28.74%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)                 $4,096      $3,553       $2,768       $2,652       $1,713       $971
 Ratio of Total Expenses to
  Average Net Assets                              0.27%***       0.25%        0.24%        0.23%        0.25%      0.25%
 Ratio of Net Investment Income to
  Average Net Assets                              1.03%***       1.25%        1.39%        1.38%        1.51%      1.58%
 Turnover Rate                                      70%***         42%          35%          29%          28%        28%
=========================================================================================================================
</TABLE>

  *Unaudited.
 **Total return figures do not reflect transaction fees on purchases
   (0.5% from 1996 through March 31, 2000; 1.0% from 1995 through 1996).
***Annualized.



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                           VANGUARD VALUE INDEX FUND
                                                                                 INVESTOR SHARES
                                                SIX MONTHS                   YEAR ENDED DECEMBER 31,
                                                     ENDED--------------------------------------------------------------
                                             JUNE 30, 2000*       1999         1998         1997         1996       1995
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR                  $22.89      $22.51       $20.85       $17.02       $14.79     $11.12
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                 .18        .355         .366          .38          .37        .41
 Net Realized and Unrealized Gain (Loss)
  on Investments                                     (1.10)      2.342        2.647         4.57         2.81       3.66
                                             ----------------------------------------------------------------------------
  Total from Investment Operations                    (.92)      2.697        3.013         4.95         3.18       4.07
                                             ----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                 (.17)      (.362)       (.363)        (.37)        (.38)      (.40)
 Distributions from Realized Capital Gains            (.41)     (1.955)       (.990)        (.75)        (.57)        --
                                             ----------------------------------------------------------------------------
  Total Distributions                                 (.58)     (2.317)      (1.353)       (1.12)        (.95)      (.40)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                        $21.39      $22.89       $22.51       $20.85       $17.02     $14.79
=========================================================================================================================

TOTAL RETURN                                        -4.12%      12.57%       14.64%       29.77%       21.86%     36.94%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)                 $3,330      $3,378       $2,421       $1,796       $1,016       $496
 Ratio of Total Expenses to Average Net Assets     0.22%**       0.22%        0.22%        0.20%        0.20%      0.20%
 Ratio of Net Investment Income to Average
  Net Assets                                       1.63%**       1.59%        1.72%         2.05        2.54%      3.06%
 Turnover Rate                                       32%**         41%          33%          25%          29%        27%
=========================================================================================================================
</TABLE>
 *Unaudited.
**Annualized.


<PAGE>

                                                                              31


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                         VANGUARD GROWTH INDEX FUND
                                                                                                INVESTOR SHARES
                                                SIX MONTHS                                   YEAR ENDED DECEMBER 31,
                                                     ENDED---------------------------------------------------------------
                                            JUNE 30, 2000*        1999         1998         1997         1996       1995
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>          <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR                  $39.43      $31.67       $22.53       $16.90       $13.97     $10.28
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                 .07        .207         .230          .23          .22        .21
 Net Realized and Unrealized Gain (Loss)
  on Investments                                       .94       8.821        9.244         5.88         3.07       3.68
                                             ----------------------------------------------------------------------------
  Total from Investment Operations                    1.01       9.028        9.474         6.11         3.29       3.89
                                             ----------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                 (.07)      (.228)       (.219)        (.23)        (.22)      (.20)
 Distributions from Realized Capital Gains              --      (1.040)       (.115)        (.25)        (.14)        --
                                             ----------------------------------------------------------------------------
  Total Distributions                                 (.07)     (1.268)       (.334)        (.48)        (.36)      (.20)
-------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                        $40.37      $39.43       $31.67       $22.53       $16.90     $13.97
=========================================================================================================================

TOTAL RETURN                                         2.56%      28.76%       42.21%       36.34%       23.74%     38.06%
=========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year (Millions)                $16,476     $15,232       $6,644       $2,365         $787       $271
 Ratio of Total Expenses to
  Average Net Assets                               0.22%**       0.22%        0.22%        0.20%        0.20%      0.20%
 Ratio of Net Investment Income to
  Average Net Assets                               0.34%**       0.64%        0.92%        1.19%        1.57%      1.71%
 Turnover Rate                                       27%**         33%          29%          26%          29%        24%
=========================================================================================================================
</TABLE>

 *Unaudited.
**Annualized.



















"Standard & Poor's (R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," "500,"
"S&P MidCap  400," and "S&P  SmallCap  600" are  trademarks  of The  McGraw-Hill
Companies,  Inc.,  and have been licensed for use by Vanguard  U.S.  Stock Index
Funds and The Vanguard  Group.  These mutual funds are not sponsored,  endorsed,
sold,  or  promoted  by  Standard  &  Poor's,  and  Standard  & Poor's  makes no
representation  regarding the advisability of investing in the Funds.  "Wilshire
4500" and "Wilshire  5000" are  registered  trademarks  of Wilshire  Associates.
Frank Russell Company is the owner of the trademarks and copyrights  relating to
the Russell Indexes.  Note:  McGraw-Hill has sued Vanguard over Vanguard's right
to use certain S&P Indexes. See page 25.

<PAGE>

32

INVESTING WITH VANGUARD
One or more of the Funds are an investment  option in your retirement or savings
plan. Your plan  administrator or your employee  benefits office can provide you
with detailed  information on how to participate in your plan and how to elect a
Fund as an investment option.
-    If you have any questions about a Fund or Vanguard, including those about a
     Fund's  investment  objective,  strategies,  or risks,  contact  Vanguard's
     Participant Access Center, toll-free, at 1-800-523-1188.
-    If you have questions about your account,  contact your plan  administrator
     or the organization that provides recordkeeping services for your plan.

INVESTMENT OPTIONS AND ALLOCATIONS
Your  plan's  specific  provisions  may  allow  you to  change  your  investment
selections,  the amount of your  contributions,  or how your  contributions  are
allocated  among the  investment  choices  available  to you.  Contact your plan
administrator or employee benefits office for more details.

TRANSACTIONS
Contributions,  exchanges,  or  redemptions  of a Fund's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request includes complete  information on your contribution,  exchange,  or
redemption, and that Vanguard has received the appropriate assets.
     In all cases,  your transaction  will be based on a Fund's  next-determined
net asset value after  Vanguard  receives  your  request (or, in the case of new
contributions,  the next- determined net asset value after Vanguard receives the
order from your plan administrator).  As long as this request is received before
the close of trading on the New York Stock  Exchange,  generally 4 p.m.  Eastern
time,  you  will  receive  that  day's  net  asset  value.   Contact  your  plan
administrator  for special cut off times that may apply to transaction  requests
placed with another service provider.

EXCHANGES
The exchange  privilege (your ability to redeem shares from one fund to purchase
shares of another  fund) may be available to you through your plan.  Although we
make every  effort to maintain  the exchange  privilege,  Vanguard  reserves the
right to revise or terminate this privilege,  limit the amount of an exchange or
reject any exchange,  at any time, without notice.  Because excessive  exchanges
can  potentially  disrupt the management of a Fund and increase its  transaction
costs,  Vanguard  limits  participant  exchange  activity  to no more  than FOUR
SUBSTANTIVE  "ROUND TRIPS"  THROUGH THE FUND (at least 90 days apart) during any
12-month  period.  A "round  trip" is a redemption  from the Fund  followed by a
purchase back into the Fund.  "Substantive"  means a dollar amount that Vanguard
determines, in its sole discretion, could adversely affect the management of the
Fund.
     Before  making an exchange to or from another fund  available in your plan,
consider the following: n Certain investment options, particularly funds made up
of company stock or investment contracts, may be subject to unique restrictions.
-    Make sure to read that fund's prospectus.  Contact  Vanguard's  Participant
     Access Center, toll-free, at 1-800-523-1188 for a copy.
-    Vanguard can accept exchanges only as permitted by your plan.  Contact your
     plan  administrator for details on the exchange policies that apply to your
     plan.

<PAGE>

                                                                              33

ACCESSING FUND INFORMATION BY COMPUTER
--------------------------------------------------------------------------------
VANGUARD ON THE WORLD WIDE WEB www.vanguard.com
Use your personal computer to visit Vanguard's education-oriented website, which
provides  timely news and  information  about  Vanguard  funds and services;  an
online  "university"  that  offers  a  variety  of  mutual  fund  classes;   and
easy-to-use,  interactive  tools to help you  create  your  own  investment  and
retirement strategies.
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GLOSSARY OF INVESTMENT TERMS


ACTIVE MANAGEMENT
An investment approach that seeks to exceed the average returns of the financial
markets.  Active  managers  rely on research,  market  forecasts,  and their own
judgment and experience in selecting securities to buy and sell.

CAPITAL GAINS DISTRIBUTION
Payment to mutual fund  shareholders of gains realized on securities that a fund
has sold at a profit, minus any realized losses.

CASH RESERVES
Cash deposits,  short-term  bank deposits,  and money market  instruments  which
include U.S.  Treasury bills,  bank  certificates  of deposit (CDs),  repurchase
agreements, commercial paper, and banker's acceptances.

COMMON STOCK
A security  representing  ownership  rights in a  corporation.  A stockholder is
entitled  to share in the  company's  profits,  some of which may be paid out as
dividends.

DIVIDEND INCOME
Payment to  shareholders  of income from  interest or  dividends  generated by a
fund's investments.

EXPENSE RATIO
The  percentage  of a fund's  average net assets used to pay its  expenses.  The
expense ratio  includes  management  fees,  administrative  fees,  and any 12b-1
distribution fees.

GROWTH STOCK FUND
A mutual fund that emphasizes stocks of companies believed to have above-average
prospects for growth.  Reflecting market expectations for superior growth, these
stocks typically have low dividend yields and  above-average  prices in relation
to such factors as revenue, earnings, and book value.

INDEX
An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.

INVESTMENT ADVISER
An  organization  that  makes  the  day-to-day   decisions  regarding  a  fund's
investments.

NET ASSET VALUE (NAV)
Net asset value per share is computed by dividing the net assets  attributed  to
each share class by the number of shares outstanding for that class.

PASSIVE MANAGEMENT
A low-cost  investment strategy in which a mutual fund attempts to match--rather
than  outperform--a  particular  stock  or bond  market  index.  Also  known  as
indexing.

PRICE/EARNINGS (P/E) RATIO
The current share price of a stock,  divided by its per-share earnings (profits)
from the past year. A stock selling for $20, with earnings of $2 per share,  has
a price/earnings ratio of 10.

TOTAL RETURN
A percentage change,  over a specified time period, in a mutual fund's net asset
value,  with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.

VALUE STOCK FUND
A mutual fund that  emphasizes  stocks of companies  whose growth  prospects are
generally   regarded  as  subpar  by  the  market.   Reflecting   these   market
expectations,  the  prices  of  value  stocks  typically  are  below-average  in
comparison  with such  factors as  earnings  and book  value,  and these  stocks
typically have above-average dividend yields.

VOLATILITY
The  fluctuations  in value of a mutual  fund or other  security.  The greater a
fund's volatility, the wider the fluctuations between its high and low prices.

YIELD
Income  (interest  or  dividends)  earned  by  an  investment,  expressed  as  a
percentage of the investment's price.

<PAGE>

[SHIP]
THE VANGUARD GROUP LOGO]
Institutional  Division
Post Office Box 2900
Valley Forge,  PA 19482-2900

FOR MORE INFORMATION
If you'd like more information  about
Vanguard U.S. Stock Index Funds,
the following documents are
available free upon request:

ANNUAL/SEMIANNUAL REPORTS
TO SHAREHOLDERS
Additional  information about the
Funds'  investments is available in
the Funds'annual and semiannual
reports to shareholders.

STATEMENT  OF  ADDITIONAL
INFORMATION  (SAI)
The SAI  provides  more  detailed
information about the Funds.

The  current  annual and  semiannual
reports  and the SAI are
incorporated  by reference  into
(and are thus legally a part of)
this  prospectus.

To receive a free copy of the latest
annual or  semiannual  report or the
SAI, or to request additional
information about the Funds or other
Vanguard funds,  please contact us
as follows:

THE VANGUARD GROUP
PARTICIPANT ACCESS CENTER
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900

TELEPHONE:
1-800-523-1188

TEXT TELEPHONE:
1-800-523-8004

WORLD WIDE WEB:
WWW.VANGUARD.COM

INFORMATION  PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION  (SEC)
You can review and copy  information
about the Funds  (including  the SAI)
at the SEC's Public  Reference  Room
in  Washington,  DC. To find out more
about this  public service, call the
SEC at 1-202-942-8090. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov),  or you can
receive copies of this  information,
for a fee, by electronic  request at
the following e-mail address:
[email protected],  or by writing the
Public Reference Section, Securities
and Exchange Commission,
Washington, DC 20549-0102.

Funds' Investment Company Act
file number: 811-2652


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

I585N 112000



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